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HomeMy WebLinkAboutItem 06 - Hotel Vin ReserveTO: HONORABLE MAYOR, CITY COUNCIL MEMBERS, AND THE PLANNING AND ZONING COMMISSION FROM: BRUNO RUMBELOW, CITY MANAGER ERICA MAROHNIC, DIRECTOR, PLANNING SERVICES MEETING DATE: AUGUST 19, 2025 SUBJECT: PLANNING SERVICES TECHNICAL REPORT OF ZONE CHANGE APPLICATION Z25-03, CONDITIONAL USE APPLICATION CU25-32 AND PLANNED DEVELOPMENT OVERLAY PD25-03: HOTEL VIN RESERVE l; r---I I � I -7 I I I 1 ----------- --Ili 2^ - — Grapevine j Lake i ` �ove Ro. I F I. H. 1635 North j ' a E � 5' I Sy DFW 3 j Hall -Johnson as Airport ro o a m j L-A N m Glade Rd. F _ APPLICANT: Paul Coury, Coury Hospitality PROPERTY LOCATION AND SIZE: The subject property is addressed as 321 East Dallas Road and is proposed to be platted as Block 1, Lot 1A, Dallas Road Addition. The property is proposed to contain 2.80 acres and has approximately 353 feet of frontage along East Dallas Road. REQUESTED ZONE CHANGE, CONDITIONAL USE, PLANNED DEVELOPMENT OVERLAY, AND COMMENTS: The applicant is requesting to rezone (Z25-03) 2.80 acres from "LI". Light Industrial District to "CC". Community Commercial District. The applicant is also requesting a conditional use permit (CU25-32) to allow for the possession, storage, retail sale, and on - and off -premise consumption of alcoholic beverages (beer, wine, and mixed beverages) in coniunction with a 120 room. 6-storv, boutique hotel, to exceed maximum height requirements, outdoor speakers, and four electric vehicle (EV) charging stations. A planned development overlav (PD25-03) is also requested to deviate from, but not be limited to, a reduction in building setbacks, buffer requirements, drivewav spacing, and a reduction in required parking. The applicant intends to demolish the former Sunbelt Rentals building and outside storage yard to develop a 6-story, 120-room boutique hotel, Hotel Vin Reserve, part of Z25-03/ CU25-32/ PD25-03.4 the Marriot Autograph Collection of hotels. The site will feature a building with three frontages surrounding an internal courtyard. The main entrance of the 6-story hotel will front East Dallas Road and is proposed to be 74 feet tall. The maximum building height in the "CC", Community Commercial District is 50 feet. The hotel will offer a restaurant and bar, fitness center, and spa. The portion of the building adjacent to the existing Hotel Vin parking garage to the west will be 17 feet tall and will house the majority of the hotel's mechanical rooms, kitchen, and office space. The portion of the building adjacent to the TexRail line, along the northern property line, will house a 1,470 square foot pre -function space and 4,700 square foot event hall. The internal courtyard features a pool, event lawn, cabanas, and an outdoor bar. The applicant is requesting outdoor dining and outdoor speakers within the courtyard which faces east. The applicant is requesting the following deviations as part of the planned development overlay: • Section 56. Off -Street Parking Requirements - Reduction in required parking o The required parking for this use is 150 spaces (1.25 spaces per room). 133 spaces are provided, not including four proposed EV parking spaces. • Section 53. Landscape Regulations — Elimination of planter islands in the two parking rows adjacent to the northern property line o Planter islands are required every 12 spaces in any row of parking. The applicant is proposing to eliminate six planter islands in an effort to increase available parking spaces. All other areas of the parking lot comply with these standards. • Code of Ordinances, Chapter 20, Section 20-44. Driveway Design and Placement Standards — Reduction in required driveway spacing along East Dallas Road o Required driveway spacing is 300 feet. The applicant is proposing to decrease this distance. The reduction in required driveway spacing meets the intent of the Dallas Road aesthetic, as laid out in Section 41 B. Transit District Overlay • Section 25. Community Commercial District Regulations — Increase in maximum building height o The maximum allowable height in "CC", Community Commercial District is 50 feet. The applicant is proposing a maximum height of 73 feet, 9 inches tall. • Section 25. Community Commercial District Regulations — Reduction in the required front yard setback o The required front yard is 25 feet, to be utilized as landscaped area. Adjacent to the southwestern corner of the property, along East Dallas Road, sufficient setback and landscaping is provided. However, in order to comply with the Dallas Road aesthetic and provide an additional ten parking spaces, the applicant proposes reducing the front yard setback along the remainder of the East Dallas Road frontage. Any available impervious area along the frontage is landscaped and the parking lot has sufficient landscape screening from the right-of-way. • Section 25. Community Commercial District Regulations — Reduction in required Z25-03/ CU25-32/ PD25-03.4 2 open space. o The required open space is 20%. The applicant is proposing 16.9% open space on the site. • Section 25. Community Commercial District Regulations — Reduction in required side yard setback. o Required side yard setback is 20 feet. The applicant is proposing a 16.28 foot setback along portions of the western property line, adjacent to the existing parking garage. • Section 53. Landscape Regulations — Reduction in the required landscape buffer along adjacent to the eastern property line o There is a required 10-foot landscape buffer between off-street parking and adjacent properties. The applicant is requesting to reduce the buffer by 4 feet. The proposed 6-foot buffer area will feature trees, shrubs, and additional landscaping. • Section 53. Landscape Regulations— Elimination of the required landscape buffer adjacent to the northern property line. o There is a required 10-foot landscape buffer between off-street parking and adjacent properties. The applicant is requesting to reduce the buffer adjacent to the northern property line to 1 foot. A 4-foot, composite wood, fence is proposed to limit pedestrian access from the parking lot to the railroad. The applicant is also requesting to plant a tree species, Slender Silhouette Sweetgum, that is not listed on the required tree list to be planted in the front (southern) half of the lot. Provided is a letter from the City's Parks and Recreation Department in support of the requested alternative. Two dual -port, Level 2, EV charging stations are proposed adjacent to the eastern property line. Each charger can charge two vehicles at a time, for a total of four allocated parking spaces. All other EV use -specific standards are met. One monument sign is proposed, measuring 20 feet in length and 4 feet in height, to be located along East Dallas Road. There is one point of vehicular access heading westbound on East Dallas Road to the parking lot and a one-way, semi -circular driveway at the main entrance of the hotel. There will be two points of connection to the existing Hotel Vin and the TexRail station: the northern drive aisle will connect the two sites and a proposed access point will connect through the existing parking garage. PRESENT ZONING AND USE: The property is currently developed as a 12,000 sq.ft. office building and paved outdoor equipment rental space, zoned "LI", Light Industrial District. Z25-03/ CU25-32/ PD25-03.4 HISTORY OF TRACT AND SURROUNDING AREA: The subject and surrounding property was rezoned from '14% Limited Industrial District to "LI", Light Industrial District during the 1984 City-wide Rezoning. SURROUNDING ZONING AND EXISTING LAND USE: NORTH: "GU", Governmental Use District — TexRail railroad SOUTH: "LI", Light Industrial District — Collision center and autobody shop EAST: "LI", Light Industrial District — King Street mobile home park WEST: "GU", Governmental Use District — Hotel Vin and parking garage AIRPORT IMPACT: The subject tract is located within "Zone A" Zone of Minimal Effect as defined on the "Aircraft Sound Exposure: Dallas/ Fort Worth Regional Airport Environs" Map. Few activities will be affected by aircraft sounds in "Zone A" except for sound sensitive activities such as auditoriums, churches, schools, hospitals, and theaters. The applicant's proposal is an appropriate use in this noise zone. MASTER PLAN APPLICATION: Map 2: Land Use Plan of the Comprehensive Master Plan designates the subject property as Commercial/ Mixed Use (C/MU) land use. The applicant's proposal is compliant with the Master Plan. THOROUGHFARE PLAN APPLICATION: The City of Grapevine's Thoroughfare Plan designates East Dallas Road as a Type C Minor Arterial with a minimum 80-foot right-of-way developed as four lanes with a turn lane. /If Z25-03/ CU25-32/ PD25-03.4 4 15 U A 17 1C 1D IL 2B1L I 1R �M� 2 4 3 5A 3 A g6 1 2 3 4 5 6 1 2 1R Q 6A .ST —� �. - - --�' - - - T xy _ 1 4A B1 1 IN 1A .' n 3C TR 2N 8 4 -7•5 3B 3R1 4.9 4 , 5R 4R 2A 38 413 v.Jep'v N 1 I 2 10o 2R C 1 A 1B 4C P�da" 1 I ``" 5 3 1 :13�Cj 3R2 3Dy 3A ��1PN- ISR I1% 4ICBD=L- _ �: T O GOB` a s 1 A i 4� I 1 4 6 3R 3 qq I SD 5B SC G� g06� 22R1 2R1 IIR3 O(.r - - - - - C CLL I .756 @ 1.80 @ 2R2 2 I 3 �r0 8 7 CGS I I I pN cc DO LE C NIP� DNS A 7R LI , SA GV 3 11 10 9 3 96014 § �� `\`r C 977 @ 1.116 @ .574 @ 3 2 4 I G U 13 12 ,4s 9R 15R IA2 , O O N�nNE ;� -- - - - - -- ---- _-----'Ett �y------------ 3 24 5 6 7 8 9 TR 65 2 —r• 7.5944 AC CS CBD SUBJECT PROPERTY S, ARAPlr) TRANS IT[DARTI /� O`` 1R1 SP•Ov`�'1 DALI-A , _ A A� `` A 1.354 @ R o n [ 1^ GC` Z 3 , 4X ,� V2 V • �y 2 G: 1.953 @ W PARKING if a 192o I� GARAGE 1, 2 C O1 H1 1.468 @ A a ae :65D _ 16 4 I / Zne RAPEVIN J 4D , STATION 4.459 @ TR 2D2 IR 2D 4C , 1 .20560 LII ORDINANCE 2017-068 ROW ABANDONMENT �� L tJ L-I L i- i_ I 1 Q J �1N1; m C OQ CBD 'aSs\'�Ks 60 0 051 \\�10? N\VOtA ON vi 19 2 1 3a01 1 , 53 a 8a�ao J 1 18�'a IRA C B D AA `` 1 1A J 5A , 5,0784 @ I e° ,� Mr.f 4`� 4 N' .583@ 1R1 1 , l7 rh• - N `` , TR 29 1.129 @ , AI 1 31�1' 1 MXU YDC ; �5� z , 1R1 , 6A 661 I 1.372@ 5.511@ I 1 1 �OQ 7 1 7A 713 I --L-------�I� ~ �, - aV i OA1 � 1 1 ' �gb 6 1 6 T a@ � D 6 CN ,, � ENE - - - - - - TR 8 TR 9 -1� ,ITk 4 J PPEv P� 1 TR 1 H 3 .3 AC .5 AC QN �``,A`('= 5A ; MVOMQ��X 1 , 25.537 @ '-----`L-fjlA^^ �— 3 G A0 I 2 , TR1F1A 1 2 1R GU 1 R INA 2 I T O5 AC A EM,\N 1 pN L 2 VO k , � ' I �Tr .5611 @ SOU1� PRp 1R \Grapevine TR 11`1 Feet , 0 140 280 420 560 GRAREVINEZ25-03/ CU25-32/ PD25-03; Hotel Vin Reserve -T h; x s N 321 East Dallas Road w�E a� s This data has been compiled by the City of Grapevine IT/GIS department. various official and unofficial sources were Date Prepared: 7/31 /2025 used to gather this information. Every effort was made to ensure the accuracy of this data, however, no guarantee is given or implied as to the accuracy of said data. ZONE CHANGE AND CONCEPT PLAN APPLICATION AND CHECKLISTS — Non -Residential Current or if unplatted, proposed subdivision name(s), block(s), & lot(s) DALLAS ROAD ADDITION, BLOCK 1, LOT 1 Street frontage & distance to nearest cross street 382' FRONTAGE ON E. DALLAS ROAD - 721' EAST OF S. MAIN ST Proposed Zoning COMMUNITY COMMERCIAL Future Land Use Designation COMMERCIAL/MIXED-USE (C/MU) Gross area of parcel (to nearest tenth of acre) 2.80 ACRES Describe the Proposed Use BOUTIQUE HOTEL WITH RESTAURANT & BAR Existing Zoning LIGHT INDUSTRIAL (LI) + TRANSIT DISTRICT Subject Property Address 321 E. DALLAS ROAD Property Owner Information, Authorization and Acknowledgements All Zone Change Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may be continued to the next public hearing. Public hearings will not be tabled. Any changes to a concept plan approved with a zone change request can only be approved by City Council through the public hearing process. Any application for a change in zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If after said period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays in scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four -month period. I have read and understand all of the requirements as set forth by the application for zoning change request and acknowledge that all requirements of this application have been met at the time of submittal. Owner Name? M M VA o k'Q.` Company IAD�CA vc n Address M (�) TX J �L W �rty\'e� Sr _ii 150 City C Y-alxv(✓1 P. State Phone �I ( 4 -2'1Z mail I Zip Code + W 05 �ctv 3 Planning Services Department pV� 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • ,«�s://bit.ly/GraeevinePlanr' C, Undated Auausstt 2/4•. 2023 ZONE CHANGE AND CONCEPT PLAN APPLICATION AND CHECKLISTS — Non -Residential Project Representation (check one): ❑ 1 will represent the application myself; OR ❑ I hereby designate _ (name of project representative) to act in the capacity as y agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. I hereby certify that I am the property owner of the property and further certify that the information provided on this development application is true and correct. I have selected the above submittal type and representation of my own volition and not at the request of the City of Grapevine. Property Owner's Signature A4! ?; Dated. 2% STATE OF: COUNTY OF: BEFORE ME, a Notary Public, on this day personally appeared iAt-4 ef.V ""'I (printed property owner's name) the above signed, who, under oath, stated thellowing: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the day of 20 F? V NOTARY PUBLIC in and for the State of Texas Michelann C Tachibana My Co1�1/1�8/2026 ssion Expires Notary ID125142166 a 0.s-0 4 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 . 817.410.3155 • htt s:/� /bit.ly/GrapevinePlan" Undated Auaust 24.2023 ZONE CHANGE AND CONCEPT PLAN APPLICATION AND CHECKLISTS — Non -Residential Multi -Tenant and Multi -Resident Prooertv Owner Attestation and Acknowledgement hereby certify that I am the property owner of the property located at (street address) 32-1 E- NALL_AS (ZC)IgZ> and platted/legally described as DnL Ln S e-C> Idcl l n n : Y-A OC V- (Subdivision Name, Block and Lot) and further acknowledge that my request for a zone change for the above property may result in the creation of non -conforming use(s) or structure(s). I also certify that I have provided the City of Grapevine Planning Services Department with appropriate application materials including a current list of property occupants, tenants, lessees, resident names, and their postal addresses in an acceptable format for the purpose of a mailed meeting notice for the purposes of meeting the requirements of Subsection 211.007 of the Texas Local Government Code. The information provided on this attestation and acknowledgement form is true and correct. I have selected the zone change application type of n volition and not at the request of the City of Grapevine. Property Owner's Signature Date 2C STATE OF: _CoL_ COUNTY OF: —64" BEFORE ME, a Notary Public, on this day personally appeared �I (printed property owner's name) the above signed, who, under oath, stated:.the following: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the 20 day of k i NOTARY PUBLIC in and for the State of Texas Miy Commission n s LaExpire a My Commission Expires 11/1812026 Notary ID125142166 5 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • 1 01 gECE1VEIN p�� p g 1015 MpsI/bit.1 /GrapevinePlanning Uodated August 24.2023 ZONE CHANGE AND CONCEPT PLAN APPLICATION AND CHECKLISTS — Non -Residential Project Representative Information (complete if designated by owner) ❑ Engineer 4/!Purchaser ❑ Tenant ❑ Preparer ❑ Other (specify) Name Fh U I ( olI v) Company COU.O ld o,C 7 t Address TX City C� �a Pit on C_J State Tx, Zip Code Phone LAU `Zj 1 licantEmail A s Signature gnature GG� �Y ` Date STATE OF: - Ld- ` COUNTY OF: BEFORE ME, a Notary Public, on this day personally appeared 0.1wl it, ,, .� (printed project representative name) the above signed, who, under oath, stated a following: "I hereby certify that I am the applicant for the purposes of this application; that all in ormation submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the & day of /1 t Ir , 20ZL Mich lannCommission s TaExpire a * My C 11118i�n7 Expires L ,//% Notary ID125142166 ,� NOTARY PUBLIC in and for the State of Texas If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership, or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number: ? M �-A ►1 Uc: . � Provide a most recent public information report that includes: 1. All general partners 2. File Number 3. Registered agent name S� 4. Mailing address (You may order a copy of a Public Information Report from open.records@cpa.texas.gov or Comptroller of Public Accounts, Open Records Section, PO Box 13528, Austin, Texas 78711 or go to https://mycpa.cpa.sLaie.Ex.us/(;oa/searL;ri..i �t[710TN iVVW 6 0;0%TO Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 •.ittps:///bit.ly/GrapevinePlanning Undated Auoust 24, 2023 Current or if unplatted, proposed subdivision name(s), block(s), & lot(s) UALLAS ROAD ADDITION, BLOCK 1, LOT 1 Street frontage & distance to nearest cross street 328' FRONTAGE ON EAST DALLAS ROAD- 721' EAST OF MAIN ST Proposed Zoning HIGHWAY COMMERCIAL Future Land Use Desi nation COMMERCIAL/MIXED USi CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Gross area of parcel (to nearest tenth of acre) 2.6 ACRES EXCLUDING KING STREET ROW Describe the Proposed Use BOUTIQUE HOTEL WITH RESTAURANT AND BAR Existing Zoning LIGHT INDUSTRIAL LI + TRANSIT DISTRICT Subject Property Address 321 E. DALLAS ROAD All Conditional Use Permit Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may be continued to the next public hearing. Public hearings will not be tabled. Any changes to a site plan approved with a conditional use permit request can only be approved by City Council through the public hearing process. Any application for a change in zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If after said period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays in scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four -month period. I have read and understand all of the requirements as set forth by the application for a conditional use permit request and acknowledge that all requirements of this application have been met at the time of submittal. Owner Name IMM Hotel Partners 2017 Company Hotel vin Address 1785 TX-26 #150 City urapevine ;•a Emai_ 1REUI VED r "�.2se2P- Owner Phone Number(918)-640-2727 State Zin Code l ca 0,5\ 2 JUL 0 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • https://bit.ly/GrapevinePlannir Updated June 21.2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representative Information (complete if designated by owner) ❑ Engineer iv Purchaser ❑ Tenant ❑ Preparer ❑ Other (specify) Name —Paul Coury Company('oury Hospitality Address 1785 TX-26 #150 City Grapevine Phone (918)-640-2727 Applicant's Signature STATE OF: COUNTY OF: DEmnail— �., State TX Zip Code Date to % 17 BEFORE ME, a Notary Public, on this day personally appeared %'dui M. (printed project representative name) the above signed, who, under oath, stated the f vowing: "I hereby certify that I am the applicant for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the A- day of ,20 Z S� 99LZtiL9UG1 AMON 9ZOVWL6 a sojIdxg uoisslwissiwwoo AN, euegiyoe�l 0 uuelapirt NOTARY PUBLIC in and for the State of Texas If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership, or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number: Provide a most recent public information report that includes: 1. All general partners ~'La ile ber 3. `A42e d agent name 4. Mailing address (You may order a copy of a Public Information Report from open. records@cpa.texas.gov or Comptroller of Public Accounts, Open Records Section, PO Box 13528, Austin, Texas 78711 or go to https://mycpa.cpa.aLatc. ix. uJ,l.Va,JCal kA I. Uo) aCETVED aS` CA 4 JUL U % 1925 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • �ttps://bit.ly/GrapevinePIanning Undated June 21.2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representation (check one): 1_1 1 will represent the application myself; OR 1 hereby designate (name of project representative) to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. hereby certify that I am the property owner of the property and further certify that the information provided on this development application is true and correct. I have selected the above submittal type and representation of my own voli ion and not at the request of the City of Grapevine. Property Owner's Signature Date STATE OF: COUNTY OF: BEFORE ME, a Notary Public, on this day personally appeared (printed property owner's name) the above signed, who, under oath, stated the folio / ng: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the day of�. 20 ✓S� NOTARY PUBLIC in and for the State of Texas F`0'�No'lt'ary elann C Tachibana My ommission Expires 16611/18/2026 ID12514216s 3 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • E(.,LIVED IUL 0 7 7015 Uodated June 21, 2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS PLATTING VERIFICATION: filled out by the Public Works & Engineering Department at time of submittal M It has been determined that the property described below does require platting or replatting and the applicant has been instructed on this procedure. t It has been determined that the property described below is currently platted or does not require platting or replatting at this time. Address of subject property 3U C -'Da,105 20cJ Legal description of subject property (-�' . �-- u� Public Works Department 'J-18 - U2,6 Date ECEIVED Ca _� JUL 0 7 2075 S a S� 5 tanning Services Department •• "`�• . „ 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • .ittps.//bites/GrapevinePlannma Uodated June 21 2024 Conditional Use Permit Narrative Hotel VIN Expansion - 321 E. Dallas Road As a result of the remarkable success and popularity of the Hotel VIN, Coury Hospitality and their partners acquired the adjacent property to the east in order to build a companion hotel. The former use of this property by Sunbelt Rentals included the storage and display of construction vehicles and equipment, which did not represent the highest best use of this property, considering its location on Dallas Road adjacent to the Hotel VIN, across the street from urban residential use and near the Main Street corridor. This Conditional Use Permit request consists of the following uses: • Boutique Hotel • Food & Beverage with Alcohol Sales • EV Charging The proposed 6-story Marriott Autograph Collection boutique hotel is an ideal use for this parcel, considering the adjacent land uses and proximity to downtown. It will provide luxury accommodations and associated hotel amenities which will both serve existing hotel demand and attract additional visitors to Grapevine who will patronize local restaurants and businesses. The boutique hotel will include a modest restaurant and bar on the ground level serving alcohol. There is a small covered outdoor bar planned for the private pool courtyard to offer alcohol to guests using the pool. This bar will also be use during private events and weddings held in this private courtyard. Designated indoor storage areas for alcohol supporting bar operations are noted on the floor plans. Consistent with current Marriott design standards, a dual EV charging station serving two vehicles/parking spaces will be provided in the parking lot. These two parking spaces are not included in the proposed parking capacity tabulation for the project. An additional empty conduit is planned to a future second dual EV charging station to allow for growth in demand for EV spaces. The proposed boutique hotel use, along with the accompanying alcohol sales and EV charging, represent a substantial improvement to this property and an improvement to the Dallas Road streetscape. We would expect this redevelopment would enhance the value of all properties in close proximity. It will also support the growth of Grapevine as a regional tourism destination, offering a high -caliber hospitality experience consistent with the standard set by the existing Hotel VIN. yva_ v. •• C---- C, T5.3-A- Z�-o3 321 E. DALLAS ROAD - AS -SURVEYED LEGAL DESCRIPTION WITH METES & BOUNDS Being all of Lot 1, Block 1, Dallas Road Addition, an addition to the City of Grapevine, Tarrant County, Texas according to the plat thereof recorded in Cabinet A, Slide 1296, Plat Records Tarrant County Texas. Said lot containing 2.6442 acres and being more particularly described by metes and bounds as follows: Beginning at a set 1/2-inch iron rod with cap stamped "DEE RPLS 6904" at the Northwest corner of this tract. Thence North 80 degrees 00 minutes 00 seconds East, with the southern right of way of St. Louis & Southwestern Railroad, now owned by Regional Rail ROW Co., a distance of 360.00 feet to a set 1/2-inch iron rod with cap stamped "DEE RPLS 6904". Thence South 10 degrees 00 minutes 00 seconds East, with the West right of way of King Street (variable width public right of way), a distance of 90.00 feet to a found 1/2- inch iron rod with no cap. Thence South 07 degrees 28 minutes 00 seconds East, continuing with the West right of way of King Street, a distance of 226.39 feet to found 1/2-inch iron rod being at the start of a curve to the left whose radius is 18.00 feet. Thence with said curve to the right, transitioning between the West right of way of King Street and the North right of way of E. Dallas Road (90 foot public right of way), a distance of 29.20 feet, with a chord that bears South 38 degrees 59 minutes 29 seconds West, a distance 26.10 feet, to a found 5/8-inch iron rod with yellow cap on the North right of way of E. Dallas Road. Thence South 85 degrees 26 minutes 57 seconds West, with the north right of way of E. Dallas Road, a distance of 343.57 feet to a set 1/2-inch iron rod with cap stamped "DEE RPLS 6904" on the East line of the Lipscomb & Daniel Subdivision. Thence North 07 degrees 46 minutes 04 seconds West, with the East line of said Lipscomb & Daniel Subdivision, a distance of 300.90 feet to the point of beginning. This lot containing 2.6442 acres more or less. iI u � / Is, 30, W, it it r ° , i C , '/ I ` �� �•f ° mwm�s�w.. ....ma..........we roman ,�...Aowr.�.......v..w....... �y. ° ® � ..cam �� •.r � � ti ,.: m' II E. DAlU6'NOAD `� `1III � n,..o..�v� {. �. ✓ •lam ® w�—a 1 S TOPOGRAPHIC .STIPI'EY OP JYl E. 11.lLL:IS' ROIL gLuuD GOLDEN �YG tro Tst /up Date-fLlU�01, ie�rore: ryosJ aav5om °nu: wygountts.wn THE INTERESTS EVIDENCED BY THIS AGREEMENT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE THEREOF, (II) HAVE BEEN ACQUIRED FOR INVESTMENT, AND (III) MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE UNLESS REGISTRATION STATEMENTS UNDER THE AFOREMENTIONED LAWS WITH RESPECT TO SUCH INTERESTS ARE THEN IN EFFECT OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS ARE THEN APPLICABLE TO SUCH OFFER OR SALE, TRANSFER OR OTHER DISPOSITION AND UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED. LIMITED PARTNERSHIP AGREEMENT OF PMM HOTEL PARTNERS 2017 LP THIS LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is entered into effective as of June 19, 2017 among the General Partner and the parties executing this Agreement (collectively, together with all other Partners subsequently admitted to the Partnership, the "Partners") in order to form a limited partnership (the "Partnership") under the Texas Business Organizations Code (the "TBOC"). A. The Partners desire to form a limited partnership for the purposes set forth in this Agreement. B. The Partners desire to more fully set forth their agreements regarding the Partnership. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements in this Agreement contained and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE I THE PARTNERSHIP: GENERAL Section 1.01 Formation of Partnership; Term. Effective on the filing of the certificate of formation for the Partnership with the Secretary of State of the State of Texas, the Partners formed the Partnership. The rights and liabilities of the Partners are governed by the TBOC; provided, however, to the extent a provision of this Agreement conflicts with a provision of the TBOC, then the provision in this Agreement will govern, unless the TBOC provides such provision of the TBOC is non-waivable, in which event such provision of the TBOC will govern. The term of the Partnership will be perpetual, unless the Partnership is sooner terminated in accordance with the provisions of this Agreement. Section 1.02 Name. The name of the Partnership will be PMM Hotel Partners 2017 LP. The business of the Partnership may be conducted under the Partnership's name or any other name or names being utilized as of the date of execution of this Agreement or which are deemed necessary or advisable by the General Partner. Legal title to all property of the Partnership will be at all times held in the name of the Partnership. Section 1.03 Purposes of the Partnership. The purposes of the Partnership will be (a) to develop, own, operate and dispose of the Project, (b) to do any and all other acts and things which may be necessary, incidental, or convenient to carry on the business of the Partnership as contemplated under this Agreement, as determined by the General Partner; and (c) the transaction of any and all other lawful business for which a limited partnership may be organized under the TBOC. Section 1.04 Registered Office, Registered Agent and Principal Office. The registered office, registered agent and principal office of the Partnership will be determined by the General Partner. CUZS '6yz LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE I 'PD?$-o3 2u-03 ARTICLE II CERTAIN DEFINITIONS The following definitions will for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement: "Additional Contribution" means, as to each Partner, the capital contributed to the Partnership by such Partner other than its Initial Capital Contribution. "Additional Partner" means any Person that has been admitted to the Partnership as a Partner pursuant to this Agreement by virtue of such Person receiving its Interest in the Partnership from the Partnership and not from another Partner or an assignee. "Affiliate" means any Person controlling, under common control with, or controlled by the Person in question and any Immediate Family Member of the specified Person. "Approval of the Required Interest" means the written approval of the Required Interest. "Business Plan" means the then current business plan for the Partnership and the Property approved by the Required Interest. "Bu,, out Event" means, for any Partner, the occurrence of any of the following events: (a) the Partner's withdrawal from the Partnership without the approvals required in this Agreement; (b) the Transfer by the Partner of all or any part of its Interest without the approvals required in this Agreement, including a Change of Control as to any Partner without the approvals required in this Agreement; (c) a general assignment for the benefit of creditors by the Partner; (d) the appointment of a receiver, trustee, or custodian for all or any substantial part of the property and assets of the Partner; (e) a case in bankruptcy or any other proceeding under any other insolvency law is commenced against the Partner (as the debtor) and is consented to by the Partner or remains undismissed for sixty (60) days, or the Partner consents to or admits the material allegations against it in any such case or proceeding; (f) the Partner will suffer any writ of attachment or execution or any similar process to be issued or levied against it or all or substantially all of its property which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; (g) the Partner will suffer any writ of attachment or execution or any similar process to be issued or levied against the interests of the Partner in the Partnership (including the charging by a court of any portion of Partner's Interest in the Partnership with payment of any unsatisfied judgment) which is not released, stayed, bonded or vacated within ninety (90) days after its issue or levy; (h) the Partner, if not an individual, will commence to dissolve or wind-up and liquidate the assets of its business; or w �♦E4��s 'v.. YI � .e LIMITED?,ARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 2^ �x' • ,' (i) the Partner, if an individual, dies or is declared legally incompetent to administer his affairs, or, if the Partner is not an individual, the Person who controls the Partner dies or is declared legally incompetent to administer his affairs. "Carital Account" means the account established and maintained by the Partnership for each Partner pursuant to Section 4.04 of this Agreement. "Capital Contribution" means, as to each Partner, the Partner's Initial Capital Contribution and each Additional Contribution by such Partner to the Partnership. "Change of Control" means any event or circumstance that results in an entity no longer being controlled by the Persons controlling the entity in question prior to such event or circumstance. "Cjty" means the City of Grapevine, Texas. "City Agreement" means each agreement between the Partnership and the City pertaining to the Project which is listed on Exhibit C to this Agreement. "City Proiect" means the mixed use project and the parking garage to be constructed and located adjacent to the Project. "Closing" means the date that the Partnership acquires the Property. "Code" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). "Control" when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Coury Limited Partner" means Paul M. Coury 1988 Living Trust, its successors or assigns who are a Limited Partner of the Partnership and are an Affiliate of Paul M. Coury. "Deadlock" means the failure of the Partners comprising the Required Interest to agree upon a Major Decision within thirty (30) days of its initial proposal by the General Partner. "Franchise Agreement" means the franchise agreement for the Project between the Purchaser and [Marriott Corporation]. "General Partner" means PMM Hotel Partners 2017 GP LLC, its successors or assigns who are a general partner of the Partnership and any other Person who is admitted as a general partner of the Partnership. "Grapevine Station" means the Project and the City Project. "Gross Cash Receipts" means all receipts from the conduct of the business of the Partnership, with the exception of Capital Contributions and advances made by the Partners and the items described in Section 4.p1(b) of this Agreement. "Gross Overating Expenses" means (a) all expenditures of any kind made by the Partnership, including taxes, insurance, escrow payments, repair and maintenance expenses, expenditures made for capital repairs, improvements and replacements, accountants' and attorneys' fees, real estate commissions, amortization payments of principal (other than any balloon payment on mortgage loans) and interest, and all other fees and LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 3 charges paid with respect to all indebtedness of the Partnership (whether secured or not), (b) reserves to pay anticipated expenses, including taxes, insurance, capital repairs, improvements and replacements, (c) a cash contingency reserve in such amounts as the General Partner will, in its sole discretion, deem necessary and (d) such other expenses and/or costs, debts and obligations incident to the ownership of the Property which will become due and payable within the succeeding calendar year and for which the cash to make such payment(s) may not, in the opinion of the General Partner, be generated by operations during such calendar year. "Guarantor" means each Person who provides a Guaranty. "Guarani%" means any guarantee, indemnity or other agreement to be liable for the payment or performance of any debt, liability, agreement, or other obligation of the Partnership, including, without limitation, any Guaranty executed in connection with the Franchise Agreement. "Immediate Famil,, Member" means, with respect to any natural Person, his or her child or grandchild or a trust, partnership or other entity for the sole benefit of such natural Person, his or her child or grandchild. "Initial Carital Contribution" for each Partner means the capital contribution to the Partnership made by such Partner as provided in Section 3.02 of this Agreement. "Interest" means, for any Partner, the Partnership Interest of such Partner and all other rights, titles and interests of such Partner, legal or equitable, in the Partnership. "Limited Partner" means the Partners executing this Agreement other than the General Partner and any other Person who is admitted as a limited partner of the Partnership. "Maior Decisions" means the items described on Exhibit D to this Agreement. "Manhattan Limited Partner" means Manhattan Group Finance Company LLC, a Florida limited liability company, its successors or assigns who are a Limited Partner of the Partnership and are an Affiliate of Manhattan Construction Group. "Net Cash Flow" means for each fiscal year of the Partnership the Gross Cash Receipts of the Partnership for such fiscal year, less the Gross Operating Expenses of the Partnership for such fiscal year. "Officer" means any Person serving as an officer of the Partnership or committee member of the Partnership, as may be appointed from time to time in writing by the General Partner, subject to the terms and conditions of such appointment and any delegations of authority with respect to such appointment. "Partnership Interest" means, for each Partner, the "Partnership Interest" set forth opposite such Partner's name in Exhibit A to this Agreement, as the same may be increased or decreased from time to time in accordance with the provisions of this Agreement. Whenever reference is in this Agreement made to the respective "Partnership Interests" of the Partners, or the "Partnership Interest" of any Partner, such interests or interest will be as set forth in Exhibit A. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary of any of the foregoing), unincorporated organization, or governmental or any agency or political subdivision. "Profits" and "Losses" means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with the Code and the Regulations. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 4 "Project" means the approximately 121 room hotel to be constructed and located on the Property, which is expected to be a Marriott Autograph Hotel. "Property" means the real property described on Exhibit B to this Agreement. "Regulations" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations) "Rental Revenues" means the gross rent received by the Partnership other than any rent paid under a ground lease, which will be deemed to mean a lease of land only for an initial term of 20 or more years. "Required Interest" means the Manhattan Limited Partner and the Coury Limited Partner. "Transfer" means to sell, transfer, assign, mortgage, pledge, encumber or otherwise dispose of or permit or suffer any disposition of. "Unreturned Capital Contribution" means, as to each Partner and as of the end of any period, an amount equal to such Partner's Capital Contributions, reduced (but not below zero) by the amount of all previous distributions to such Partner pursuant to Sections 4.01 ( b )( iv ) and Section 4.01(b )(v) of this Agreement. ARTICLE IH PARTNERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS Section 3.01 Partnership Interests. (a) Subject to the terms and conditions of this Agreement, each Partner will be a Partner of the Partnership and will own the Partnership Interest in the Partnership set forth on Exhibit A to this Agreement. There will be no certificates for the Partnership Interests. Other than as expressly set forth in this Article III, the Partners have not made or agreed to make any other Capital Contributions to the Partnership. A Partner is not liable for any debt, liability or other obligation of the Partnership. (b) Each of the Limited Partners agrees that it will not withdraw or retire from the Partnership without the prior Approval of the Required Interest, which may be granted or withheld in each Partner's sole discretion. Any withdrawal or retirement so approved will be under the terms and conditions approved by the Required Interest (not including the Limited Partner who requests to withdraw). A purported withdrawal or retirement by a Limited Partner without the approvals required under this Agreement or otherwise in breach of this Agreement will be null and void and of no effect, but will constitute a Buyout Event with respect to such Limited Partner. Any Partner who withdraws from the Partnership in breach of this Agreement will be deemed to have irrevocably delegated to the General Partner the power and authority to approve or disapprove, as the General Partner may determine, any decision or action under this Agreement requiring the consent or the approval of such Partner. Section 3.02 Initial Capital Contributions. At the Closing, the Partners shall each contribute to the capital of the Partnership the following Initial Capital Contributions. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 5 Partner Initial Capital Contribution Paul M. Coury 1988 Living Trust $1,280,000.00 Manhattan Group Finance Company LLC $1,280,000.00 Brooks Hospitality Consulting Corp. $ 640,000.00 Section 3.03 Additional Contributions. (a) From time to time and in each instance with the Approval of the Required Interest, the General Partner may require the Limited Partners to make Additional Contributions to the capital of the Partnership by delivering written notice (a "Contribution Notice") of such Additional Contributions to the Limited Partners, which Contribution Notice shall include the aggregate required Additional Contribution and a contribution date (the "Contribution Date) which shall not be less than fifteen (15) days following the date of such notice. Thereafter, each Limited Partner shall be obligated to contribute to the Partnership its pro rata share of such required Additional Contribution (based on the Additional Contribution percentage set forth on Exhibit A to this Agreement) on or before the Contribution Date. If any Limited Partner (the "Non-Contributin, Partner") fails to contribute to the Partnership all or any portion of its required Additional Contribution (the "Delinquent Contribution") by the Contribution Date, then the other Limited Partners who elect to do so (collectively, the "Contributin, Partner") shall have the right, but not the obligation, to proceed in accordance with the terms and conditions set forth in the remainder of this Section 3.03. If more than one Limited Partner elects to be the Contributing Partner for a Delinquent Contribution, then (i) each Limited Partner who is a Contributing Partner will advance a pro rata share of the applicable Delinquent Contribution in accordance with their respective Partnership Interest percentages, and (ii) each Limited Partner who is a Contributing Partner will have the right, in its sole discretion and with respect to its pro rata share of the applicable Delinquent Contribution alone, to exercise the remedies set forth in this Section 3.03. (b) The Contributing Partner may advance to the Partnership, in cash, within twenty (20) days following the Contribution Date, an amount equal to the Delinquent Contribution, and such advance by the Contributing Partner shall be treated as a non -recourse loan by the Contributing Partner to the Non -Contributing Partner (each, a "Partner Loan"), each bearing interest at a rate equal to the lesser of (i) 10% per annum or (ii) the maximum, nonusurious rate then permitted by applicable law for such loans. Each Partner Loan shall be due and payable upon the earlier of (A) six (6) months from the date such Partner Loan is advanced or (B) the dissolution of the Partnership. Until any and all Partner Loans are repaid in full, the Non -Contributing Partner shall draw no further distributions from the Partnership, and all cash or property otherwise distributable with respect to the Non -Contributing Partner's interest in the Partnership shall be distributed to the Contributing Partner, in repayment of the outstanding balance of the Partner Loan, with such funds being applied first to reduce any and all interest accrued on such Partner Loan and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non -Contributing Partner and applied by the Non -Contributing Partner to repay the outstanding Partner Loan. In order to secure the repayment of any and all Partner Loans made on behalf of the Non -Contributing Partner, the Non -Contributing Partner grants a security interest in favor of the Contributing Partner in and to the Non -Contributing Partner's interest in the Partnership, and irrevocably appoints such Contributing Partner as the Non -Contributing Partner's attorney -in -fact, with full power to prepare, execute, acknowledge and deliver, as applicable, all documents, instruments and/or agreements memorializing and/or securing such Partner Loan(s) including, without limitation, such Uniform Commercial Code financing and continuation statements, pledge and/or security agreements, mortgages and other security instruments as may -be reasonably appropriate to perfect and continue the security interest in favor of such Contributing Partner. If, upon the maturity of a Partner Loan (taking into account any agreed upon extensions thereof), any principal thereof and/or accrued interest thereon remains outstanding, the Contributing Partner shall elect one of the following options: (X) to renew such Partner Loan (or portion thereof) pursuant to the terms and provisions of this paragraph for an additional term of six months; (Y) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Partner Loan (or portion thereof) to the capital of the Partnership and dilute the Percentage Interest of the Non -Contributing Partner in accordance with the provisions of the following LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 6 paragraph; or (Z) to foreclose upon the security interest in the Non -Contributing Partner's Interest granted to the Contributing Partner above. The Contributing Partner may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non -Contributing Partner within thirty (30) days following such maturity date of the Partner Loan. Failure of the Contributing Partner to timely give such written notice to the Non -Contributing Partner shall be deemed to constitute an election to renew such Partner Loan for an additional term of six (6) months on the terms set forth herein. (c) Upon the maturity of a Partner Loan that is not fully repaid on or before the maturity date thereof, the Contributing Partner also may contribute to the capital of the Partnership, in accordance with the provisions of subparagraph (b) above, all or any portion of the outstanding principal of and/or accrued, unpaid interest on such Partner Loan (or portion thereof) and (i) the amount of such outstanding principal and/or interest so contributed shall be deemed repaid and satisfied, (ii) the amount of such outstanding principal and interest shall be deemed to have been distributed to the Non -Contributing Partner and debited from the Capital Account of the Non -Contributing Partner, and (iii) the Capital Account of the Contributing Partner shall be increased by the amount of such outstanding principal and/or interest so contributed by each. (d) Upon the contribution of any Delinquent Contribution (or the contribution of the principal and/or interest of any Partner Loan by the Contributing Partner pursuant hereto), the Percentage Interest of the Non - Contributing Partner shall be decreased by the Dilution Percentage. The "Dilution Percentage" shall equal the amount expressed in percentage points (rounded to the nearest one -hundredth of a percentage point) calculated based upon the following formula: Dilution Percentage = 125% multiplied by an amount equal to (a) the Delinquent Contribution contributed by the Contributing Partner divided by (b) the aggregate amount of the balances of all of the Partners' respective capital accounts (including the aggregate Additional Contribution in question) The Percentage Interest of the Contributing Partner shall be increased by the amount of the reduction in the Percentage Interest of the Non -Contributing Partner. The application of the provisions of this subparagraph (d) is illustrated by the following example: Assume that (i) the capital accounts of the Partners were equal to $2,000,000, (ii) an Additional Contribution of $500,000 was required to be contributed by the Partners to the capital of the Partnership, (iii) the Non - Contributing Partner whose Percentage Interest is 20% failed to contribute its share of such contribution of $100,000 (i.e., 20% x $500,000), and (iv) pursuant to this subparagraph (d), the Contributing Partner whose Percentage Interest is 50% made the Delinquent Contribution of $100,000 to the capital of the Partnership on behalf of such Non -Contributing Partner. The Dilution Percentage applicable to the Non -Contributing Partner would be equal to five percentage points (5%) as calculated in accordance with the following formula: 5% = 125% x ($100,000/$2,500,000) The Percentage Interest of the Non -Contributing Partner therefore would be reduced by five percentage points (5%) from 20% to 15%, and the Percentage Interest of the Contributing Partner would be increased by a like amount of percentage points from 50% to 55%. Any and all adjustments to the Non -Contributing Partner's Percentage Interest shall be rounded to the nearest .01% and, except as provided otherwise herein, the Contributing Partner shall not succeed to all or any portion of the capital account of the Non -Contributing Partner as the result of any such adjustment. In addition, the Non -Contributing Partner's Percentage Interests shall in no event be reduced below .01% by operation of this paragraph. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE (e) The remedies set forth in this Section 3.03 shall be the exclusive remedies for the failure of any Partner to make any Additional Contribution, and no Partner shall be personally liable for any obligation to make Additional Contributions to the Partnership under this Agreement in excess of such Partner's Percentage Interest in the Partnership. Section 3.04 Indebtedness. If the General Partner, in its sole discretion, determines that funds are necessary or advisable to carry out the purposes of the Partnership, the General Partner will have the right to (a) borrow or cause the Partnership to borrow funds up to but not in excess of $50,000.00, on such terms and at such rates as the General Partner will determine; (b) permit any Partner (whether or not in a pro rata manner among any other Partners) to loan funds up to but not in excess of $50,000.00 to the Partnership; and (c) lend funds to the Partnership up to but not in excess of $50,000.00. Any such loans by a Partner to the Partnership may, in the General Partner's sole discretion, be secured by all or any of the assets of the Partnership, and the payment of such loans may, in the General Partner's sole discretion, be satisfied by the Partnership prior to the making of any distributions to the Partners. Loans up to but not in excess of $50,000.00 by any Partner to the Partnership will be on terms, including the rate of interest, determined by the General Partner, in its sole discretion, will not be considered contributions of capital to the Partnership, and will not increase the Capital Account of the lending Partner. Further, the repayment of a loan by a Partner to the Partnership will not be deemed a withdrawal from the capital of the Partnership. Any loans in excess of $50,000.00 are a Major Decision and subject to the prior approval of the Required Interest. Section 3.05 Indemnitv of Guarantor for Guarantv. The Partnership indemnifies and agrees to defend and hold each Guarantor harmless against all losses, costs, liabilities, expenses, claims and damages (including without limitation costs of suit and reasonable attorneys' fees) that such Guarantor may incur or suffer in connection with any Guaranty. Upon request by a Guarantor, from time to time, the Partnership will advance expenses associated with the foregoing or reimburse such Guarantor for any such expenses that have been paid by Guarantor. Section 3.06 First Lien Loan. It is anticipated that the Partnership will borrow approximately $18,730,000.00 from MidFirst Bank (the "First Lien Loan") in connection with the Project. The First Lien Loan will be secured by a first lien deed of trust on the Property and encumbrances on other assets of the Partnership. The First Lien Loan will be the terms and conditions described in the terms sheet attached as Exhibit E to this Agreement. The General Partner is authorized to negotiate, execute and deliver all documents, certificates and applications that may be required or that it deems necessary or advisable in connection with or relating to the First Lien Loan. ARTICLE IV PROFITS, LOSSES AND DISTRIBUTIONS Section 4.01 Allocations and Distributions of Net Cash Flow and Other Items. (a) Each distribution of Net Cash Flow will be allocated and distributed among the Partners proportionately in accordance with the provisions of Section 4.01(b) below. Distributions to the Partners will be made at such times during each year and in such amounts as the General Partner will determine, in its sole discretion; provided, (i) unless otherwise agreed by the Required Interest, distributions of Net Cash Flow will be made within 30 days after the end of each calendar quarter, to the extent of available Partnership funds and after withholding any necessary reserves and amounts required to be withheld by lenders to the Partnership or by agreements which the Partnership or the Property are subject to, and (ii) if the Required Interest directs the General Partner to make a distribution, the General Partner will promptly do so. (b) The net proceeds (whether cash, promissory notes, property, or otherwise) from the sale, exchange, condemnation, eminent domain taking, casualty or other disposition of capital assets of the Partnership, LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 8 including the net cash proceeds of any financing or refinancing of capital assets of the Partnership, will be allocated and distributed as follows: (i) To the payment of debts and liabilities of the Partnership to any third party (including the prepayment of same, in whole or in part); (ii) Then, to the payment of the debts and liabilities of the Partnership to any Partner (including the prepayment of same, in whole or in part); (iii) Then, to the setting up of any reserves which the General Partner deems necessary or advisable for contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the business of the Partnership; (iv) Then, to the Partners, pari passu, in proportion to their respective Additional Contributions, until the Partners making Additional Contributions have received an amount equal to their Additional Contributions; (v) Then, to the Partners, pari passu, in proportion to their respective remaining Unreturned Capital Contributions, until the Partners have received an amount equal to their respective remaining Unreturned Capital Contributions; and (vi) Then, the balance, if any, among the Partners, pari passu, in proportion to their respective Partnership Interests. Section 4.02 Allocation of Profits and Losses. (a) All Profits of the Partnership (including any gain realized in connection with a capital transaction or in connection with a winding up and termination of the Partnership) for each fiscal year of the Partnership, or any portion thereof, as determined for federal income tax purposes, will be allocated among the Partners in the following order of priority: (i) first, to the extent Losses have been allocated pursuant to Section 4.02 i b ►(ii) of this Agreement, in the ratio and to the extent of such Loss allocations; (ii) then, to the extent Losses have been allocation pursuant to Section 4.02(b)(i) of this Agreement, in the ratio and to the extent of such Loss allocated; and (iii) then, any remaining Profits will be allocated to the Partners, pro rata, based on their respective Partnership Interests. (b) All Losses of the Partnership for each fiscal year of the Partnership, as determined for federal income tax purposes, realized from its general business activities, or in connection with a capital transaction, or in connection with a winding up and termination of the Partnership, will be allocated among the Partners in the following order of priority: (i) first, in proportionate amounts based on a comparison of the Capital Account balances of the Partners at the end of the fiscal year of the Partnership in order that losses allocated to the Partners will proportionately reduce their Capital Account balances until each Partner's Capital Account balance is equal to zero; and (ii) then, any remaining Losses will be allocated to the Partners, pro rata, based on their respective Partnership Interests in the Partnership. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 9 (c) The Profits or Losses of the Partnership for each year will be determined for Federal income tax purposes as soon as possible after the end of each fiscal year of the Partnership in accordance with the accounting method heretofore adopted by the Partnership. The Profits and Losses of the Partnership, and each item of income or loss or investment tax credit included in the same, for each fiscal year of the Partnership will be allocated between the Partners as provided in this Section. (d) Any allocation to a Partner of a pro rata share of the Profits or Losses of the Partnership under this Section will be deemed to be an allocation to such Partner of the same pro rata share of each item of income, gain, loss, expense, deduction, credit or tax preference applicable to the period during which such Profits or Losses were realized. Section 4.03 Other Allocations Rules. (a) All tax credits will be allocated among the Partners in accordance with applicable law. (b) For purposes of determining the profits, losses or any other items allocable to any period, profits, losses and any such other items will be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. (c) The Partners are aware of the income tax consequences, of the allocations made by this Article IV and agree to be bound by the provisions of this Article IV in reporting their shares of the Partnership's income, profits and losses for income tax purposes. Section 4.04 Capital Accounts. The Partnership will establish and maintain for each Partner a Capital Account (herein so called) which will be established and maintained in accordance with applicable provisions of the Section 704(b) of the Code and the Regulations, which generally provide that each Partner's Capital Account will be credited with contributions to the Partnership, will be credited or charged, as the case may be, with each Partner's distributive share of the Partnership's Profits and Losses and will be charged with the amount of any distributions made pursuant hereto. Loans by any Partner to the Partnership will not be considered contributions to the capital of the Partnership and will not increase the Capital Account of the lending Partner. No Partner will have any obligation whatsoever to contribute all or any portion of any negative balance standing in such Partner's Capital Account to the Partnership, to any other Partner or to any other Person. ARTICLE V MANAGEMENT OF THE PARTNERSHIP Section 5.01 Management Officers. (a) Subject to the provisions of this Agreement, the Partnership will have one (1) General Partner, and the General Partner will serve as such during the term of the Partnership. No additional General Partners will be appointed for the Partnership unless appointed in writing by the Required Interest. The General Partner will have the sole and exclusive management and control of the business and affairs of the Partnership and the power and authority to take such actions as it from time to time may deem necessary, appropriate or convenient in connection with the management and conduct of the business and affairs of the Partnership. The Partners appoint the General Partner as the "tax matters partner" pursuant to the Code. (b) The General Partner may, in its sole discretion and from time to time, appoint Officers. Any Officers will serve as such subject to the terms and conditions of their appointment and any delegations of authority with respect to such appointment. Officers are not liable for any debt, liability or other obligation of the Partnership. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 10 Section 5.02 Duties of the General Partner. (a) The General Partner will conduct the business of the Partnership in a good and businesslike manner, in accordance with the provisions of this Agreement. The General Partner will devote such of its time, attention and business capacity to the affairs of the Partnership as it deems necessary or advisable, in its sole discretion, to carry on the business of the Partnership. The General Partner's duties to the Partnership and to the other Partners are limited to (i) the duties and obligations expressly set forth in this Agreement, and (ii) a duty of loyalty and a duty of care, as provided in the TBOC. The General Partner will not have a fiduciary duty to the Partnership or to the other Partners, except to the extent imposed by Sections 152.204 through 152.206 of the TBOC. (b) The General Partner will conduct the business of the Partnership in a good and businesslike manner, in accordance with the Business Plan and the other terns and conditions of this Agreement. The current Business Plan for the Partnership may be attached hereto as Exhibit D. If the current Business Plan for the Partnership is not attached hereto as Exhibit D, then the current Business Plan of the Partnership will be the first Business Plan subsequently approved by the Required Interest. Any changes to or variances from the current Business Plan and any future Business Plan will be subject to the approval of the Required Interest. At least thirty (30) days prior to the end of each fiscal year, the General Partner will prepare (or cause to be prepared) and submit for approval by the Required Interest, a complete and detailed revision and update of the Business Plan in the form of the then -current Business Plan (or such other form as the Partners may reasonably require) setting forth the projected income, expenses, capital expenditures and financing needs relating to the operation and management of the Partnership and the Property during the following fiscal year. The Partners will notify the General Partner of their approval or disapproval of any proposed Business Plan within thirty (30) days of their receipt of such proposed Business Plan. Upon the approval of a proposed Business Plan by the Required Interest, such proposed Business Plan will become the Business Plan for the period for which it is approved. If a Partner disapproves of all or any portion of a proposed Business Plan, the Partner's notice to the General Partner of the Partner's disapproval will include an explanation of the Partner's basis of such disapproval. If the Required Interest does not approve a proposed Business Plan submitted by the General Partner, the Business Plan will include the approved portions thereof and, with respect to items not approved, (i) the Business Plan will not include any capital expenditures not approved by the Required Interest, and (ii) the Business Plan, if any, for the prior period with respect to operating expense items (but not capital expenditures) will be deemed to continue in effect for the current period with line items for non -discretionary or non-negotiable expenses, such as real estate taxes and utilities, modified to reflect actual amounts for the period in question. Section 5.03 Power to Execute Documents. The General Partner will have the power, without the joinder of any Partner, to execute any and all documents and instruments as may be necessary or expedient to carry out and effectuate the purposes of the Partnership, including the entering into any contract to sell any property of the Partnership. Accordingly, subject to the provisions of this Agreement, any document or instrument executed pursuant to any authority granted in this Agreement, when executed by the General Partner, will be, as to third parties, conclusive evidence that the execution of such document or instrument is the act of the Partnership. Section 5.04 Major Decisions. Each Major Decision must have the prior Approval of the Required Interest. Accordingly, and no Partner, including the General Partner, has the right or power to make any Major Decision on behalf of the Partnership unless and until the same has first been approved in writing by the Required Interest. If a Business Plan has been approved by the Required Interest, then each Major Decision included in such Business Plan is approved by the Required Interest. Section 5.05 Proposed Sales of the Property. Either the Manhattan Limited Partner or the Coury Limited Partner may propose a bona fide sale of all of the Property to a third party by written notice to the other (the "Notice of Sale"), which Notice of Sale shall include a copy of a proposed contract of sale. If the other party does not approve the proposed sale, the other party must do one of the following: LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE I I (i) submit a higher offer from a third party to purchase the Property, i.e. an offer for a sales price greater than the proposed sales price, but otherwise on substantially equivalent or more favorable terms, in which event the procedures under this Section 5.05 shall reapply, (ii) purchase the Property at the same price and on the same terms and conditions as first proposed in the Notice of Sale (i.e. a right of refusal), and if the other party fails to consummate such sale in accordance therewith, then the other party shall be deemed to have elected to proceed under subsection (iii) below, or (iii) approve the proposed sale, in which case the Partnership shall proceed with the proposed sale (failure to elect (i) or (ii) above within fifteen (15) days after receipt of the Notice of Sale shall be deemed an election to proceed under this subsection (iii)). Section 5.06 Compensation of General Partner and its Affiliates. (a) The General Partner will be entitled to reimbursement for any reasonable third party expenses paid by it arising out of the conduct of the business of the Partnership. If approved in writing by the Required Interest, the Partnership will also pay to the General Partner (or its Affiliates, as designated by the General Partner) an overhead reimbursement fee, in an amount agreed upon by the Required Interest as commercially reasonable, as reimbursement for rent, payroll and other administrative expenses incurred by the General Partner or its Affiliates. (b) The Partnership will pay a development fee (the "Development Fee") equal to (i) $525,000.00 plus (ii) up to $325,000.00 of unused contingency funds to Coury Hospitality, Inc., an Affiliate of Paul Coury. 67% of the Development Fee will be paid to Coury Hospitality, Inc. and 33% of the Development Fee will be paid to Mark Brooks. (c) If for any period of time the Partnership does not have sufficient funds to pay any expenses or fees due to the General Partner or its Affiliate (as determined by the General Partner, in its sole discretion), then such expenses or fees will be deferred until such time as the Partnership does have sufficient funds to pay same. (d) It is understood and agreed that the City will pay to Coury Hospitality, Inc. and Mark Brooks a development fee (the "Cit\ Development Free") equal to 5% of the hard costs of the City Project, in connection with development services provided to the City for the City Project. 67% of the City Development Fee will be paid to Coury Hospitality, Inc. and 33% of the Development Fee will be paid to Mark Brooks. Section 5.07 Contracts with Affiliates of the General Partner. The General Partner may enter into any contract (written or oral) with and make any payment of Partnership funds to any Affiliate of the General Partner, any Partner, any Officer or any other Person so long as such contract or payment is not commercially unreasonable and is on terms not more materially favorable to such Affiliate than those which could reasonably be expected to be offered by an unrelated third party. Section 5.08 Standard of Care. (a) A General Partner will exercise ordinary business judgment in managing the affairs of the Partnership. Absent fraud by a General Partner, willful misconduct by a General Partner, material breach of this Agreement by a General Partner, or breach by a General Partner of any fiduciary duty imposed on the General Partner by Sections 152.204 through 152.206 of the TBOC, such General Partner will not be liable or obligated to the Partners or any other Person for any mistake of fact or judgment made in operating the business of the Partnership. A General Partner does not, in any way, guarantee the return of the Partners' capital or a profit from the operations of the Partnership; neither will a General Partner be responsible to any Partner because of a loss of that Partner's investment or a loss in operations, unless it has been occasioned by the fraud, willful LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 12 misconduct or material breach of this Agreement by that General Partner. A GENERAL PARTNER WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, EXPENSE OR LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR SIMPLE NEGLIGENCE, AS OPPOSED TO GROSS NEGLIGENCE, OF THE GENERAL PARTNER, AND A GENERAL PARTNER WILL NOT HAVE LIABILITY UNLESS THE ACTION OF THE GENERAL PARTNER CONSTITUTES FRAUD, WILLFUL MISCONDUCT OR MATERIAL BREACH OF THIS AGREEMENT. A General Partner will not be required to take (and is authorized not to take) any action (including without limitation, the filing of a bankruptcy petition with respect to the Partnership) which would impose or create liability for any Guarantor, any Partner, any principal or Affiliate of a Partner or any Officer under any guaranty, note, deed of trust, loan agreement, indemnity agreement, hold harmless agreement, or other agreement. (b) Each Officer will exercise ordinary business judgment in managing the affairs of the Partnership. Absent fraud, willful misconduct or material breach of this Agreement by an Officer, such Officer will not be liable or obligated to the Partners or any other Person for any mistake of fact or judgment made in operating the business of the Partnership. An Officer does not, in any way, guarantee the return of the Partners' capital or a profit from the operations of the Partnership; neither will an Officer be responsible to any Partner because of a loss of that Partner's investment or a loss in operations, unless it has been occasioned by the fraud, willful misconduct or material breach of this Agreement by that Officer. AN OFFICER will NOT BE LIABLE FOR ANY LOSS, DAMAGE, EXPENSE OR LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR SIMPLE NEGLIGENCE, AS OPPOSED TO GROSS NEGLIGENCE, OF THAT OFFICER, AND AN OFFICER will NOT HAVE LIABILITY UNLESS THE ACTION OF THE OFFICER CONSTITUTES FRAUD, WILLFUL MISCONDUCT OR MATERIAL BREACH OF THIS AGREEMENT. An Officer will not be required to take (and is authorized not to take) any action (including without limitation, the filing of a bankruptcy petition with respect to the Partnership) which would impose or create liability for any Guarantor, any Partner, any principal or Affiliate of a Partner or any Officer under any guaranty, note, deed of trust, loan agreement, indemnity agreement, hold harmless agreement, or other agreement. (c) A Limited Partner's duties to the Partnership and to the other Partner are limited to (i) the duties and obligations expressly set forth in this Agreement, and (ii) a duty of loyalty and a duty of care, as provided in the TBOC. A Limited Partner will not have a fiduciary duty to the Partnership or to the other Partners and will not have a duty of a general partner by reason of being a Limited Partner in the Partnership. Section 5.09 Reliance. The General Partner and each Officer may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by the General Partner or any Officer to be genuine and to have been signed or presented by. the proper party or parties. The General Partner and each Officer may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, and other consultants and advisors selected by the General Partner, and any written opinion of any such person as to matters which the General Partner or any Officer reasonably believes to be within such person's professional or expert competence will be full and complete authorization and protection in respect of any action taken or suffered or omitted by the General Partner or any Officer in good faith and in accordance with such opinion. ARTICLE VI OTHER ACTIVITIES OF PARTNERS The Partners expressly acknowledge that the opportunities of the Partnership will be limited to the Property and will not extend to any other property, investment or activity. Any Partner may engage in or possess interests in other business ventures of every kind and description for its own account, including, but not by way of limitation, the ownership or management of other personal or real property which may be in competition with or otherwise affect the Property or the Partnership, and in so doing it will incur no liability to the Partnership or LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 13 to any other Partner as a result of engaging in any other business venture. Neither the Partnership nor any of the Partners will have any rights by virtue of this Agreement in and to such independent business ventures or to the income or profits derived therefrom. Further, to the extent any Partner would have any rights or claims arising under this Agreement or out of such Partner's status as such against any other Partner as a result of the independent business ventures of any other Partner or its Affiliates, whether arising by statute, common law or in equity, the same are waived. ARTICLE VII TRANSFER OF INTERESTS; OWNERSIUF OF INTERESTS Section 7.01 Restriction on Transfer. (a) Except as described in Section 7.01(b) of this Agreement, a Partner may not, voluntarily or involuntarily, Transfer all or any part of its Interest without the prior Approval of the Required Interest, which may be granted or withheld in each Partner's sole discretion. A Change of Control of any Partner will be deemed a Transfer of such Partner's Interest in the Partnership for purposes of this Section. (b) A Partner may Transfer all or any part of its Interest without the prior Approval of the Required Interest if such Transfer is (i) made to an Affiliate of such Partner or (ii) made to his children, or a trust, partnership or other entity for any of their benefit, if the Partner is an individual. In addition, Section 7.01(a) will not apply to a conveyance pursuant to Section 7.06 of this Agreement. Section 7.02 Certain Rizhts of First Refusal. Other than Transfers described in Section 7.01 i b i of this Agreement, no Partner will have the power to Transfer all or any part of its Interest without first having complied with Section 7.01(a) of this Agreement and then having offered (the "Offer") to Transfer the Interest desired to be Transferred by such Partner (hereinafter referred to as the "Transferrin(-, Partner") to the other Partners in accordance with this Section. The Offer by a Transferring Partner to the other Partners: (i) will be in writing; (ii) will state what disposition the Transferring Partner desires to make of such Partner's Interest; (iii) will state the Person or Persons with whom or to whom the transaction contemplated by such Transferring Partner is to be made; (iv) will state the terms and conditions of the proposed transactions; and (v) will offer to the other Partners for a period of thirty (30) days from the date of such notice, to Transfer to such other Partners pro rata in accordance with their respective Partnership Interests, the Interest to be Transferred by the Transferring Partner, upon the identical terms and conditions, including the same price, as the proposed Offer. The third party with whom the transaction contemplated by such Transferring Partner is to be made will be a bona fide independent third party. If any or all of the other Partners accept the Offer of the Transferring Partner to Transfer the entire Interest, the closing of such Transfer will occur within sixty (60) days after their acceptance of the Transferring Partner's Offer. If the Offer of the Transferring Partner is not accepted with respect to the entire Interest or, if accepted, is not closed within such sixty (60) day period through no fault of the Transferring Partner, then the Transferring Partner may consummate the proposed transaction with such third party upon the terms and conditions specified in the Offer. If the Transferring Partner does not consummate the originally proposed transaction within ninety (90) days of the time the Transferring Partner is notified in writing that none of the other Partners will close the transaction under the terms and the time period discussed previously in this Section, then all the restrictions of this Agreement will apply to the Transferring Partner as though no written notice and Offer had been given. Section 7.03 Assumption b% Additional Partners. Any Person to whom an Interest is Transferred pursuant to the terms of this Article VII or any other provision of this Agreement will take such Interest subject to all the terms and conditions of this Agreement and will not be considered to be a Partner until (a) any approvals of the Transfer required under this Article VII have been obtained and (b) said Person will have accepted and assumed the terms and conditions of this Agreement by a written agreement to that effect delivered to the other Partners, at which time such assignee or Transferee will be admitted as a Partner. At such time as the Transferee is admitted as a Partner, the Transferee Partner will be liable for and assumes all obligations LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 14 (whether accrued or not) of the assignor to the Partnership, including, any obligations of the assignor to make Capital Contributions to the Partnership, regardless of whether the Transferee Partner had knowledge of same or whether the same could be ascertained from this Agreement. Section 7.04 Amendment of Agreement and/or Certificate. If a Transfer of an Interest will take place pursuant to the provisions of this Article VII, then unless the Partnership is terminated by such Transfer, the continuing Partners will promptly thereafter execute an amendment to this Agreement and, to the extent necessary to reflect a change in the information required by the applicable laws of the State of Texas, will cause to be filed with the proper authority an amended certificate of formation and such other certificates of fictitious or assumed names of the Partnership as may be deemed necessary or desirable by the General Partner. Section 7.05 Effect of Attempted Disposition in Violation of this Agreement. Any attempted Transfer, by operation of law or otherwise, of any Interest without the approvals required under this Agreement or otherwise in breach of this Agreement will be null and void and of no effect whatever. Further, the Transferee under any attempted Transfer without the approvals required under this Agreement or otherwise in breach of this Agreement will not have any right to receive information from the Partnership or any right to inspect the books and/or records of the Partnership. Section 7.06 Purchase Option upon Buy out Event. (a) Upon the occurrence of a Buyout Event as to any Partner (for purposes of this Section only, said Partner, its successor in interest, will be referred to as the "Buyout Event Partner", which will include, if applicable, its successor in interest), any other Partner which is not an Affiliate of the Buyout Event Partner will have the option, but not the obligation, to purchase from the Buyout Event Partner the Interest of the Buyout Event Partner in the Partnership at the price and on the terms and conditions set forth in this Section. The Partner desiring to exercise such option (the "Buvout Event Purchasing Partner") will exercise the option by delivering notice (the `Buvout Event Notice") to the Buyout Event Partner within sixty (60) days following the Buyout Event Purchasing Partner's receipt of actual knowledge of the occurrence of the Buyout Event giving rise to the purchase option. (b) The purchase price for the Buyout Event Partner's Interest will be equal to the fair market value of the Buyout Event Partner's Interest. If the Buyout Event Partner and the Buyout Event Purchasing Partner cannot agree upon the fair market value of the Buyout Event Partner's Interest within thirty (30) days after delivery of the Buyout Event Notice, then the Buyout Event Purchasing Partner and the Buyout Event Partner will each name an appraiser within fifteen (15) days after the expiration of such 30-day period. If either the Buyout Event Purchasing Partner or the Buyout Event Partner fails to name an appraiser within the specified time, the other may select the second appraiser. Within twenty (20) days after the expiration of such 15-day period, the two (2) appraisers so selected will determine the fair market value of the Buyout Event Partner's Interest, taking into consideration the Buyout Event Partner's Capital Account balance, any priority of distributions afforded the Buyout Event Partner, the fair market value of the Property, any outstanding indebtedness, liabilities, liens, obligations relating to the Partnership and the Partnership's assets, and all other relevant factors in determining fair market value. The fair market value of the Property will be determined based on a discounted cash flow analysis, using a fair and reasonable discount rate, and will include a deduction for selling expenses for the Property. The determination of the fair market value the Buyout Event Partner's Interest by the two (2) appraisers so selected, as provided above, will be final and binding on all parties. If the two (2) appraisers so selected are unable to agree on the fair market value of the Buyout Event Partner's Interest, the two (2) appraisers so selected will within ten days after said 20-day period select a third appraiser who will determine the fair market value of the Buyout Event Partner's Interest. The determination of the third appraiser as to the fair market value of the Buyout Event Partner's Interest will be final and binding on all parties; provided, if such third appraiser's determination of determination of fair market value is higher than the higher or lower than the lower of the appraisals of the two original appraisers, then the fair market value of the Buyout Event Partner's Interest will be the average of the two of the three appraisers closest in fair market value. The LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 15 Buyout Event Purchasing Partner and the Buyout Event Partner will pay the fee and expenses of the respective appraiser selected (or intended to be selected) by each of them, and if a third appraiser is required the additional fees and expenses incurred in connection therewith will be borne equally between the Buyout Event Partner and the Buyout Event Purchasing Partner. Any appraisal selected pursuant to this Section (i) will have an NIAI designation from the American Institute of Real Estate Appraisers and (ii) will have at least five years' experience appraising property similar to the property then owned by the Partnership. Each appraiser making a determination of the fair market value of the Buyout Event Partner's Interest will prepare a report for such determination and will deliver copies of such report to the General Partner, the Buyout Event Partner, and the Buyout Event Purchasing Partner, promptly after preparation of such report. (c) Unless the Buyout Event Partner agrees otherwise, the purchase price, determined in the manner in this Agreement provided, will be paid in full in cash to the Buyout Event Partner not later than one -hundred eighty (180) days after the final determination of the fair market value of the Buyout Event Partner's Interest. Simultaneously with payment of the purchase price, the Buyout Event Partner will execute and deliver such deeds, conveyances, and other instruments as may be reasonably required by the Buyout Event Purchasing Partner to evidence and render fully effective the transfer of the Buyout Event Partner's Interest to the Buyout Event Purchasing Partner, it being understood that the transfer of the Buyout Event Partner's Interest will be subject to any indebtedness of the Partnership, but such transfer in and of itself will not cause the transferee to be personally liable with respect to any indebtedness. The sale and purchase of the Interest of a Buyout Event Partner will also include the sale and purchase of such Buyout Event Partner's interest, if any, in the General Partner, and the Partners will execute such documents as may be reasonably necessary to convey such interest. (d) Prior to the closing of a sale and purchase pursuant to this Section 7.06, (i) the Buyout Event Purchasing Partner will cause the Buyout Event Partner, its Affiliates and principals to be unconditionally released from any Guarantees by the Buyout Event Partner or its Affiliates of loans or other obligations of the Partnership, in form and substance acceptable to the Buyout Event Partner, in its sole discretion, and (ii) if any loan agreement or other material agreement pertaining to Partnership requires the consent of any third party, including any lender, or imposes any other restrictions upon any transfer pursuant to this Section, the Buyout Event Purchasing Partner will obtain such consent and comply with such restrictions (in form acceptable to the Buyout Event Partner and the Buyout Event Purchasing Partner). Neither the Buyout Event Partner nor the Buyout Event Purchasing Partner will be obligated to proceed with applicable sale and purchase until the foregoing conditions are met. Conditioned upon the closing of the sale of the Buyout Event Partner's Interest pursuant to this Section, the Partnership indemnifies and agrees to defend and hold harmless the Buyout Event Partner against all liabilities of the Partnership that arise from and after the closing of such sale. (e) From and after the time that the Buyout Event Purchasing Partner delivers the Buyout Event Notice to the date of closing of a sale and purchase pursuant to this Section, the Partners will continue to have all rights and obligations as are set forth in this Agreement as if the election to proceed under this Section had not occurred; provided, however, (i) that to the extent that the Buyout Event Partner funds any monies to the Partnership after determination of the fair market value of the Buyout Event Partner's Interest, such amounts will be added to the amounts to be paid to the Buyout Event Partner at the closing and (ii) any distributions after determination of the fair market value of the Buyout Event Partner's Interest otherwise payable to the Buyout Event Partner will be paid to the Buyout Event Purchasing Partner at the closing. Section 7.07 Representations Reaardine Ownership (a) The Coury Limited Partner represents and warrants to the other Partners that (i) the initial General Partner is and shall at all times be an entity organized and in good standing under the laws of the State of Texas, (ii) the initial General Partner is and shall at all times be under the control of Paul Coury or, and (iii) Paul Coury does and shall at all times own, directly or indirectly, not less than 5 1 % of the beneficial ownership interests in the initial General Partner. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 16 (b) The Coury Limited Partner represents and warrants to the other Partners that (i) the Coury Limited Partner is and shall at all times be an entity organized and in good standing under the laws of the State of Texas, (ii) the Coury Limited Partner is and shall at all times be under the control of Paul Coury or his Immediate Family Member(s), and (iii) Paul Coury or his Immediate Family Member(s) do and shall at all times own, directly or indirectly, not less than 51% of the beneficial ownership interests in the Coury Limited Partner. (c) The Manhattan Limited Partner represents and warrants to the other Partners that (i) the Manhattan Limited Partner is and shall at all times be a general partnership organized and in good standing under the laws of the State of Florida and authorized to do business in the State of Texas, (ii) the Manhattan Limited Partner is and shall at all times be under the control of Francis Rooney, and (iii) Francis Rooney or his Immediate Family Member(s) do and shall at all times own, directly or indirectly, all of the beneficial ownership interests in the Manhattan Limited Partner. ARTICLE VIH REMOVAL OF GENERAL PARTNER Section 8.01 Resianation or Withdrawal of a General Partner. Without the prior Approval of the Required Interest, a General Partner may not (a) resign or withdraw as General Partner of the Partnership or (b) appoint any Person as a substitute General Partner. Section 8.02 Removal of General Partner. (a) A General Partner may not be removed except for cause, and then, only with the prior Approval of the Required Interest; provided, if the General Partner is an entity controlled by Paul Coury and such General Partner commits fraud, willful misconduct, material breach of this Agreement which is not cured within 30 days after delivery of written notice of such breach from the Manhattan Limited Partner, or breach of any fiduciary duty imposed on the General Partner by Sections 152.204 through 152.206 of the TBOC, then the Manhattan Limited Partner may remove such General Partner and may appoint a successor General Partner. (b) For as long as the Coury Limited Partner is a Limited Partner, if the General Partner is at any time not an entity controlled by Paul Coury, then such General Partner will automatically be removed as a General Partner of the Partnership and will be replaced by a General Partner, selected by the Coury Limited Partner which is an entity controlled by Paul Coury; provided, if the General Partner is an entity controlled by Paul Coury and is removed because such General Partner has committed fraud, willful misconduct, material breach of this Agreement which is not cured within 30 days after delivery of written notice of such breach from the Manhattan Limited Partner, or breach of any fiduciary duty imposed on the General Partner by Sections 152.204 through 152.206 of the .TBOC, then the successor General Partner is not required to be an entity controlled by Paul Coury. Section 8.03 Successor General Partner. Upon the resignation, withdrawal, or removal of a General Partner, a successor General Partner will be appointed by the Required Interest, which will be an entity controlled by Paul Coury, until such time as no Limited Partner is an Affiliate of and entity controlled by Paul Coury. Section 8.04 Release of Guaranty. If a General Partner is removed or replaced and such General Partner or an Affiliate of such General Partner is a Guarantor, then the removal or replacement of such General Partner will not be effective until the Guarantor is unconditionally released from any Guarantees provided by the Guarantor. Further, if any loan agreement or other material agreement pertaining to Partnership (including, without limitation, the Franchise Agreement) requires the consent of any third party to or imposes any other restrictions upon the removal or replacement of such General Partner and corresponding release of a Guarantor (which may include a replacement Guarantor), the removal or replacement of the General Partner will not be effective until such consent is obtained and such other restrictions are satisfied. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 17 ARTICLE IX WINDING UP AND LIQUIDATION Section 9.01 Windinc up of the Partnership. The Partnership will be wound up on the earlier of the expiration of the term of the Partnership or the happening of any of the following events: (a) When substantially all of the assets of the Partnership will have been disposed of whether by foreclosure or otherwise; or (b) Upon the election in writing of the Required Interest to wind up the Partnership. Section 9.02 Windin_ Up and Li,iuidation. (a) The winding up of the Partnership business and the distribution of Partnership property and assets will be carried out with due diligence and in a timely manner and consistent with the provisions of this Section and applicable requirements of law. (b) The General Partner will be responsible for taking all actions relating to the winding up and distribution of assets of the Partnership unless the General Partner fail to so act, in which event the Required Interest will appoint a Person to assume such responsibilities (referred to in this Agreement as the "Liquidator"). The Liquidator will file all certificates or notices of the winding up of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership property and assets, the Partners will cease to be Partners of the Partnership, and the Liquidator will execute, acknowledge and cause to be filed all certificates and notices which may be required by law to terminate the Partnership. (c) The Liquidator will proceed without any unnecessary delay to sell and otherwise liquidate the Partnership property; provided, however, that if the Liquidator will determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, the Liquidator may, in order to avoid such loss, defer the liquidation of the Partnership property for a reasonable time. The proceeds from the sale and liquidation of the Partnership property and assets will be distributed as provided in Section 9.03 of this Agreement. (d) Upon the winding up of the Partnership pursuant to Section 9.01, the Liquidator will cause the accountants of the Partnership to prepare within thirty (30) days of such winding up, and the Liquidator will immediately furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its winding up. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Partnership accountants will prepare, and the Liquidator will furnish to each Partner, a statement showing the manner in which the Partnership property and assets were liquidated and distributed. (e) If a disposition of any property of the Partnership has been made on terms that produce a note or contract receivable to the Partnership, the dollar value attributable to each interest in such note or contract receivable will be, as to any distributee thereof, such distributee's pro rata portion of the face amount thereof, and liquidating distributions will be made in a fashion such that each Partner is distributed a ratable share of cash items and a ratable share of receivables according to such Partner's respective total rights to liquidating distributions. Section 9.03 Distribution of Proceeds from Winding up of the Partnership. The net proceeds resulting from the winding up of the Partnership under this Article will be distributed and applied in accordance with the provisions of Section 4.01(b). LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 18 ARTICLE X BOOKS AND RECORDS, ACCOUNTING AND OTHER FISCAL MATTERS Section 10.01 Books and Records. The Partnership will maintain such books and records as the General Partner deems necessary or advisable. The books and records of the Partnership will be maintained in conformity with the method of accounting adopted by the General Partner. The books and records of the Partnership will be available for examination by any Partner; provided, (a) a Partner who desires to examine the books or records of the Partnership must provide at least three (3) business days prior written notice to the General Partner, (b) the books and records of the Partnership may only be reviewed during normal business hours at the location where the books and records of the Partnership are routinely kept, or, in the discretion of the General Partner, at the offices of the General Partner, (c) an attorney or accountant representing a Partner may accompany a Partner in its examination of the books or records of the Partnership and may jointly examine the books and records of the Partnership only if such Person executes a confidentiality agreement, in form and substance determined by the General Partner, and (d) the General Partner may impose reasonable limitations on any Partner's examination of the books or records of the Partnership. Section 10.02 Bank Accounts. The bank accounts of the Partnership will be maintained with such banking or thrift institutions as the General Partner will determine, and withdrawals will be made only in the regular course of Partnership business or as otherwise authorized in this Agreement. Section 10.03 Fiscal Year. The Partnership's books and records and all required income tax returns will be kept or made on the basis of the calendar year. Section 10.04 Tax Returns. The Partners appoint the General Partner as the "tax matters partner" pursuant to the Code. The General Partner, at the expense of the Partnership, will cause tax returns to be filed on behalf of the Partnership, on a timely basis but subject to extensions, as the General Partner may determine, reflecting income and expense for United States income tax purposes, or for any jurisdiction where the Partnership conducts operations and which requires income tax returns, presenting the transactions of the Partnership in conformity with this Agreement. Section 10.05 Reporting. The General Partner will furnish to each Partner the following reports: (a) no later than forty five (45) days after the end of each quarter of the Partnership's fiscal year, the General Partner will deliver to each Partner the unaudited income statement of the Partnership, the unaudited balance sheet of the Partnership, and the current rent roll for the Property; and (b) no later than one hundred twenty (120) days after the end of each fiscal year of the Partnership, the General Partner will deliver to each Partner the unaudited income statement of the Partnership for the previous fiscal year, the unaudited balance sheet of the Partnership as of the last day of the previous fiscal year, the tax return of the Partnership for the previous fiscal year, and each Partner's K-1 for the previous fiscal year. Section 10.06 Confidentialitv. (a) Unless otherwise approved in writing by the Required Interest and except as set forth in the following paragraph, each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its Interest or for purposes of filing such Partner's tax returns or for other routine matters required by Law) or to disclose to any Person, any information or matter relating to (i) the Partnership and its affairs or (ii) any other Partner (collectively, "Confidential Information"). For the avoidance of doubt, Confidential Information shall include, without limitation, (w) the fact that any Partner has made an investment in the Partnership, (x) any information related to the assets, liabilities, equity, income, finances and investments of any Partner, (y) any information provided by the Partnership to the Partners or by any Partner to the Partnership or to another Partner in connection with the business of the Partnership, and (z) the terms and LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 19 conditions of this Agreement. For the avoidance of doubt, each Partner shall be responsible for any breach of this Section by any of its employees, contractors, agents or representatives. (b) Any Partner may make such disclosure to the extent that (i) the information being disclosed is publicly known (other than as a result of a violation by the disclosing Partner of this Section) or readily ascertainable by proper, lawful means at the time of any proposed disclosure by such disclosing Partner, (ii) the information subsequently becomes publicly known through no act or omission of such disclosing Partner, (iii) the information otherwise was in a Partner's possession prior to receipt from the other Partner of the Partnership and came into such Partner's possession from a source who was not reasonably known by such Partner to be prohibited from transmitting the information to such Partner by a contractual obligation to the other Partner, or becomes legally known to such disclosing Partner other than through a third party with a contractual, legal, fiduciary or other obligation to keep such information confidential, (iv) such disclosure is required by Law, (v) such disclosure is in connection with any litigation or other proceeding between any Partner and any other Partner or the Partnership, or (vi) such disclosure is reasonably necessary for a Partner or Affiliate to perform its obligations under this Agreement or under any other agreements pertaining to the Partnership or any of its Subsidiaries;. In addition, (A) the Partners may discuss, without any limitation, the Partnership and its activities amongst themselves and their shareholders, partners, members, trustees, directors, officers, employees, agents, representatives, counsel, accountants, consultants, lenders or other providers of financing to such Partner and other professionals and permitted assignees under this Agreement, and (B) each Partner may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of its investment in the Partnership and of any transactions entered into by the Partnership, and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner relating to such tax treatment and tax structure. ARTICLE XI MISCELLANEOUS Section 11.01 Limitation as to Aaencv. Nothing in this Agreement contained will be construed to constitute any Person as the agent of another Person, except as expressly provided in this Agreement. Section 11.02 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement will be in writing and will be considered as properly given (a) on the second day after being mailed from within the United States by first class United States mail, certified mail, return receipt requested, postage prepaid, and addressed to any Partner at the address set forth under such Partner's signature on the signature pages of this Agreement, (b) on the first day after being deposited for next business day delivery, on a prepaid basis, with any nationally recognized deliver courier services (i.e., Federal Express, DHL, etc.) and addressed to any Partner at the address set forth under such Partner's signature on the signature pages of this Agreement, (c) when actually delivered if given in any other manner, including personal delivery or (d) by facsimile transmission or by email transmission, if contemporaneously sent by another delivery method listed in (a) through (c) of this Section 11.02. Any Partner may change its address by giving notice in writing, stating its new address, to the other Partners. Commencing on the thirtieth (30'I') day after the giving of such notice, such newly designated address will be such Person's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement. Section 11.03 Process for Reauesting Awrovals. If the General Partner seeks the approval of the Partners for any action to be taken by the General Partner which needs approval of any of the Partners under this Agreement (including any decisions requiring the Approval of the Required Interest), the General Partner will give notice to the Partners of the action proposed, the purpose served by such action, and the benefit expected to result therefrom (the "Consent Request"). Such Consent Request will specifically request the Partners' approval to the action proposed. Each Partner will either: (i) approve the action proposed; (ii) approve the action proposed on stated conditions; or (iii) disapprove the action proposed. In exercising their approval rights with respect to the General Partner's actions pursuant to this Section, the Partners will act in good faith and with reasonable LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 20 diligence. Each Partner will communicate its decision regarding the proposed action by notice to the General Partner as soon as reasonably possible but in no event later than fifteen (15) days of its receipt of the General Partner's notice (the "Response Period"). Any Partner that approves the action proposed on stated conditions or disapproves the action proposed will detail the reason or reasons for such conditional approval or disapproval. A Partner will be deemed to have given its consent or approval if the following conditions are met: (i) the written Consent Request was forwarded to the Partner in the manner specified in this Section; (ii) the Partner fails to respond to the Consent Request prior to expiration of the Response Period; (iii) the General Partner submits a second written notice of request for consent (the "Second Notice"); (iv) the Second Notice conspicuously states the following in bold caps "NOTICE REQUIRING TIMELY RESPONSE"; (v) the Second Notice will include: (A) an explicit statement that the Second Notice is a "Second Notice" as provided in this Section, (B) a copy of the initial Consent Request and a clear description of the subject matter of such request, and (C) an explicit statement that the failure to respond to said request will trigger the provisions of this Section for deemed approval; and (vi) five (5) business days will have elapsed from the actual receipt of the Second Notice by the Partner receiving the Second Notice and said Partner fails to respond to the same. Section 11.04 Amendment. No amendment, modification or alteration of the terms of this Agreement will be binding unless the same be in writing, dated subsequent to the date of this Agreement and duly executed by all of the Partners. Section 11.05 Application of Texas Law; Severability. This Agreement, and the application or interpretation thereof, will be governed exclusively by its terms and by the internal laws of the State of Texas, and all obligations of the parties created hereunder are performable in Dallas County, Texas. Each provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this Agreement. Section 11.06 Execution in Countei carts. This Agreement may be executed in any number of counterparts with the effect as if all parties hereto had all signed the same document. All counterparts will be construed together and will constitute one agreement. Section 11.07 Assi ,.nabilii\ . Subject to the limits on transferability contained in this Agreement, each and all of the covenants, terms, provisions and agreements in this Agreement contained will be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. Section 11.08 Paras raph Headim4s. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement. Section 11.09 Number and Gender. Whenever the singular number is used in this Agreement and when required by the context, the same will include the plural, and the masculine gender will include the feminine and neuter genders. Section 11.10 Attorney s' Fees. In the event of any litigation in relation to this Agreement, the unsuccessful party, whether determined by judgment or agreement of the parties, will, in addition to all other sums that either party may be called on to pay, be required to reimburse the prevailing party for all reasonable attorneys, fees and expenses. Section 11.11 Remedies. (a) In addition to the rights and remedies expressly provided herein, the parties hereto shall be entitled to whatever other legal or equitable remedies are otherwise available to them; provided, however, all such rights and remedies are subject and subordinate to the other terms and conditions of this Agreement LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 21 (b) Without limitation on the foregoing, the obligations of any Partner or the Partnership may be enforced by restraining orders and injunctions (temporary or permanent) prohibiting interference and commanding compliance. Restraining orders and injunctions will be obtainable on proof of the existence of interference or threatened interference or the existence of a violation or the threatened violation of an agreement or covenant, without the necessity of proof of inadequacy of legal remedies or irreparable harm, and will be obtainable only by the parties to or those benefited by this Agreement. The act of obtaining an injunction 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. No party shall allege in any such proceeding that an adequate legal remedy exists or that such restrained or enjoined action or action sought to be enforced will not cause irreparable harm to the party seeking the restraining order, injunction or commanding compliance. (c) If any Partner obtains a judgment against any other Partner resulting from any default or other claim arising under this Agreement or otherwise in connection with the Partnership, that judgment shall be satisfied only out of such Partner's Interest in the Partnership, and no other real, personal or mixed property of such Partner (or any of the Partners which comprise such Partner, if any) wherever situated, shall be subject to levy to satisfy such judgment. (D) NONE OF THE SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, OR AGENTS OF ANY PARTNER NOR ANY OTHER PERSON AS PRINCIPAL OF ANY PARTNER WHETHER DISCLOSED OR UNDISCLOSED (EACH, AN "EXCULPATED PARTY") SHALL HAVE ANY PERSONAL OBLIGATION OR LIABILITY HEREUNDER OR WITH RESPECT TO THE PARTNERSHIP. NO PARTNER SHALL SEEK TO ASSERT ANY CLAIM OR ENFORCE ANY OF ITS RIGHTS HEREUNDER OR WITH RESPECT TO THE PARTNERSHIP AGAINST ANY EXCULPATED PARTY, AND ALL SUCH CLAIMS ARE WAIVED BY THE PARTNERS. IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THIS SECTION RELEASE AN EXCULPATED PARTY FOR LIABILITY CAUSED BY OR ATTRIBUTABLE TO FROM HIS OWN NEGLIGENCE. (e) No Partner shall have the right to partition any property of the Partnership during the term of this Agreement, nor shall any Partner make application to any court of authority having jurisdiction in the matter or commence or prosecute any action or proceeding for such partition and the sale thereof, and upon any breach of the provisions of this Section by any Partner, the other Partners, in addition to all of the rights and remedies in law and in equity that they may have, shall be entitled to a decree or order restraining and enjoining such application, action or proceeding. Section 11.12 Integration. This Agreement, including exhibits hereto, constitutes the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Agreement will be binding upon the parties hereto or will be effective to interpret, change or restrict the provisions of this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement will be binding unless in writing signed by all Partners. Section 11.13 Indemnification of the General Partner. To the extent of its assets legally available for that purpose, the Partnership indemnifies and agrees to defend and hold harmless the General Partner, its officers, directors, shareholders, partners, managers, members, and employees, and their respective officers, directors, shareholders, partners, managers, members, and employees (collectively, the "Indemnified Persons") against all losses, costs, liabilities, expenses, claims and damages (including without limitation costs of suit and attorneys' fees) any of them may incur or suffer by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership (INCLUDING ANY LOSS, DAMAGE, EXPENSE OR LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR SIMPLE NEGLIGENCE, AS OPPOSED TO GROSS NEGLIGENCE, OF THE INDEMNIFIED LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 22 PERSON), except to the extent that the loss, cost, liability, expense, claim or damage results primarily from the Indemnified Person's fraud, willful misconduct or breach of this Agreement. Section 11.14 Separate Counsel for Partners. Every Partner is advised that he is entitled to be represented by legal counsel of his choice with respect to this Agreement. Each Partner acknowledges that he has sought advice from legal counsel in this regard or has chosen not to do so. Each Partner will at all times continue to engage and consult with their own separate legal counsel, if any, in connection with this Agreement. The firm of Cherry Petersen Landry Albert LLP (the "Firm"), which has prepared this Agreement, represents and has represented the General Partner and the Coury Limited Partner, solely with respect to this Agreement, and each Partner acknowledges and agrees that the Firm has not represented any Partner other than the General Partner and the Coury Limited Partner, with respect to this Agreement. Further, each Partner waives the attorney -client privilege to the extent, but only to the extent, that the privilege might otherwise require the Firm to withhold from any other Partners information disclosed by the Partner to the Firm, and each Partner acknowledges and agrees that the Firm may withdraw from the representation of any Partner or the Partnership at any time. Section 11.15 Effect of Bankruptcy. Death or Incapacity of a Partner. The bankruptcy, death, dissolution, liquidation, termination or incapacity of a Partner will not cause the termination or winding up of the Partnership and the business of the Partnership will continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Partner will have all the rights of such Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Partner. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Partnership Interest will be subject to all of the restrictions, hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Partner. Section 11.16 Authority. Each of the Partners represents and warrants for the benefit of the Partnership and each other Partner that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action of its members, partners, directors or stockholders; (c) this Agreement and all transactions contemplated by this Agreement will not result in a material breach or violation of, or a material default under, (i) any agreement by which it is governed or by which it or any of its properties is bound or (ii) any statute, regulation, order or other law to which it is subject; (d) this Agreement is the legal, valid and binding obligations of the representing Partner enforceable against the representing Partner in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws related to or affecting the enforcement of creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (e) no consent, waiver, approval or authorization of or notice to any other Person is required to be made, obtained or given by the representing Partner in connection with the execution and delivery of this Agreement except for any which have been previously obtained by the representing Partner. Section l l.17 No Third Party Beneficiaries. Nothing contained in this Agreement will be construed to create any rights or benefits in any Person, other than the Partners, and their respective legal representatives and permitted transferees, successors and assigns, subject to the limitations on transfer contained in this Agreement. Section 11.18 Partnership Statement. Each Partner shall from time to time upon not less ten (10) days' prior written notice from any other Partner, execute, acknowledge and deliver to the other Partner, a statement in writing, certifying (a) that the Partner is not in default under any provision of this Section, or, if in default, the nature of such default in reasonable detail; and (b) such other factual matters as may be reasonably requested by the requesting Partner. LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE23 ARTICLE XII SECURITIES LAWS Each Partner represents and warrants to, and covenants and agrees with, each other Partner, as follows: (a) Such Partner has acquired his, her, its or their Interest for investment, solely for his, her, its or their own account, with the intention of holding such interest for investment, and without any intention of participating directly or indirectly in any redistribution or resale of any portion of such interest in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities law of the United States of America or any state thereof. (b) Such Partner is aware that his, her, its or their Interest has not been registered under the Securities Act in reliance upon exemptions contained in such Securities Act and that his, her, its or their Interest has not been registered under the securities laws of any state in reliance upon the exceptions contained in such securities laws. The representations and warranties contained in this Section are being relied upon by the Partnership and by the Partners as the basis for exemption of the issuance of the Partner's Interest from registration requirements of the Securities Act and all other applicable securities laws of the United States of America or any state thereof. The Partnership will not, and has no obligation to, register the Partnership or any interests in the Partnership under the Securities Act or any state securities law, and the Partnership will have no obligation to recognize any sale, transfer, or assignment of any Interest to any person unless the provisions of this Agreement have been fully satisfied and the sale, transfer or assignment is otherwise permitted hereunder. (c) Such Partner, prior to executing this Agreement and any other document or instrument evidencing or relating to becoming a Partner hereunder, has received a copy of this Agreement and such other documents, and has examined or caused same to be examined by his representative or attorney, is familiar with this Agreement and such other documents and with the business and affairs of the Partnership, and, that except as otherwise specifically provided in this Agreement, does not desire any further information or data relating to the Partnership or to the other Partners. (d) The acquisition of an Interest is a speculative investment involving a high degree of risk and such Partner has a net worth sufficient to bear the economic risk of his, her, its or their investment in the Partnership and to justify his, her, its or their investing in a highly speculative Partnership of this type. (e) A legend reflecting the restrictions imposed upon the transfer of any Interest under this Agreement, under the Securities Act and under applicable securities laws of the United States of America and any state thereof in the same or similar form as that placed on the first page of this Agreement, will be placed on any documents or instruments pertaining to the Partnership or any interest therein, including, without limitation, any amendments to this Agreement, any document purporting to assign an Interest, or any certificate or other document evidencing ownership of an Interest. [SIGNATURES ON FOLLOWING PAGE] LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 24 Executed effective as of the date set forth above. GOEML P R: Pi'I M HOTEL PARTNERS 2017 GP LLC, a Imp limited liability eomoanv Address. 1IN S V lt #�-c�QD r -sa 1- r LIMITED PARTNERS: PAi7L K COURY 1988 L MG TRUST, a By: Y, Name: ` Title: Address:n,3� 11S 41-t HVC MANHA'TTAN GROUP FINANCE COMPANY LLC, a Florida limited liabilih comaan� :A" 11 4 �• Address. 6300 N. Central Expressway Dallas, Texas 75206 LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 25 BR(:(/i-KS HUSPIT A t Tl Y CONSULTING CORP., a Tex)Corporation By; ----- Name: Mark Brooks Title: ,Principal address 6000 Valentino Court Colleyville, TX 76034 LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 26 EXHIBIT A PARTNERSHIP PARTNER INTEREST PMM HOTEL PARTNERS 2017 GP LLC, General Partner 0% Paul M. Coury 1988 Living Trust, Limited Partner 40% Manhattan Group Finance Company LLC, Limited Partner 40% Brooks Hospitality Consulting Corp., Limited Partner 20% Total 100% ADDITIONAL CONTRIBUTION PARTNER PERCENTAGE PMM HOTEL PARTNERS 2017 GP LLC, General Partner 0% Paul M. Coury 1988 Living Trust, Limited Partner 40% Manhattan Group Finance Company LLC, Limited Partner 40% Brooks Hospitality Consulting Corp., Limited Partner 20% Total 100% EXHIBIT A LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 1 EXHIBIT B PROPERTY An approximately 15,000 square foot tract of land, contained within an approximately 4.8 acre tract of land located at the Northeast corner of South Main Street and East Dallas Road in Grapevine, Texas and upon which the Project will be developed. EXHIBIT B LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 1 EXHIBIT C CITY AGREEMENTS Economic Development Agreement dated October 21, 2016 2. Development Services Agreement dated December 7, 2016 3. Profits Interest Agreement dated , 2017 EXHIBIT C LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE I EXHIBIT D MAJOR DECISIONS The term "Major Decision" as used in this Agreement means any decision with respect to the following matters: (a) any Business Plan and any amendment to any material amendment Business Plan; (b) any condominium declaration affecting the Property, any agreement pertaining to any condominium declaration affecting the Project, and any amendment or any such declaration or agreement; (c) any material amendments to a City Agreement (d) any material amendments to the Franchise Agreement; (e) any Additional Contribution; (f) admitting any Person as an Additional Partner except as otherwise expressly provided in this Agreement; or (g) entering or amending into any construction contract, development agreement, employment contact, consulting contract, or other material agreement; (h) acquisition, lease or other disposition of any real property, any interest in any partnership, limited liability company, corporation or other entity, or any material personal property (or the agreement to do any of the foregoing); (i) entering into any agreement for the purchase, sale, option, right of first refusal, exchange, assignment, lease, transfer, conveyance, or other acquisition or disposition of any real property or any material personal property; (j) obtaining, increasing, modifying, consolidating, extending, prepaying, replacing, guaranteeing, discharging, or extinguishing any loan or other material financial obligation (other than debts in the ordinary course of business that do not exceed $50,000.00 in the aggregate), whether unsecured or secured, and any material decision with respect thereto, including the making of any draw or disbursement request; (k) granting any encumbrances, including deeds of trust, mortgages, pledges, option, negative pledge, covenants, conditions, restrictions, easements, and security interests in any real property or any material personal property; (1) entering into any material indemnity agreement, agreement to defend or hold harmless, or similar agreement; (m) except as provided in this Agreement, entering into any contract or transaction with a Partner or an Affiliate of a Partner, and with respect to any duly approved contract or transaction between the Partnership and a Partner or any Affiliate of a Partner, (i) terminating or materially amending such contract or transaction, (ii) settling or compromising any material claim by or against the Partnership, or (iii) waiving any material rights of the Partnership against the other party. EXHIBIT D LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 1 (n) extension of credit (other than trade credit in the ordinary course of business not to exceed $50,000 in the aggregate at any given time), making any loan, or becoming a surety, guarantor, endorser or obligor on the debt of any other Person; (o) knowingly take any action which would cause the Partnership (with or without notice or the passage of time) to be in default under any agreement or obligation or under any applicable law to a material extent; (p) enter into or agree to any merger, consolidation, or reorganization with any other Person; (q) any material change in the nature of the Partnership business; (r) to make an assignment for the benefit of creditors or file a voluntary petition on behalf of the Partnership or an Affiliate under the United States Bankruptcy Code or any state insolvency law; (s) the method of accounting of the Partnership; (t) filing on behalf of the Partnership any federal or state income tax or information returns, elections or choices of methods of reporting income or loss for federal or state income tax purposes; (u) establishing reserves; (v) confessing a judgment; (w) the submission of any dispute involving the Partnership to arbitration or the decision to institute any lawsuit on behalf of the Partnership; (x) releasing, compromising, assigning or transferring any claims, rights or benefits unless such claim, right or benefit has a value of less than $50,000.00 and the same is released, compromised, assigned or transferred in the ordinary course of business; (y) entering into any material amendment, modification, revision, supplement, rescission or termination with respect to the foregoing items. EXHIBIT D LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP PAGE 2 EXHIBIT E BUSINESS PLAN Table 1 Construction j 20,100,000 FFE (121415000) 1,815,000 FFE (rest,baroam) 1,000,000 Design Fee 850,000 9randngUarketing . 75,000 Legal 100,000 Developer Fee 525,000 Loan Fee 56,000 Const. Interest 650,000 Pre -opening OSE 500,000 ping ev 300,000 Loss Breakeven 400,000 Mix. oontingenty j 400,000 , Total 20,720,000 C4 equity 3,200,000 j Partners equity 3200.000 Erase loan request 20,3:".0041 hftrim ban 1,600,000 Total bats request 21,920,000 EXHIBIT E LIMITED PARTNERSHIP AGREEMENT - PMM 20) % LP BUSINESS PLAN PAGE 1 y q 1 {{ ■ti a: {+ L at t c k�l�. p ]1 4 E��73i y } RR t �{ .s f!It. t R SRI g t 1 a f"- 13i4�i! f zi t3 3 'Mg q#x!'spE!! # ! g AW a y9 EXHIBIT E LIMITED PARTNERSHIP AGREEMENT - PMM 2017 LP BUSINESS PLAN PAGE 2 EXHIBIT F TERMS SHEET FOR FIRST LIEN LOAN Q� MIDI IRST BANK June 15. 2017 Mr. Paul Coury Coury Collection, LLC 7134 S. Yale, Suite 300 Tulsa, OK 74136 Re: Autograph Hotel Grapevine, TX Dear Paul: Thank you for the opportunity to provide you with the following major business terms, which have been approved by MidFirst Bank_ Please review and let me know if you have any questions or comments. I.endcr: MidFirst Rank, a fedaelly chartered savings association ("MFB") Borrower: Coury Collection, LI.0 or entity to be named. Guarantor(s): Joint and several guarantees from Paul M Coury, Paul Coury Trust and :Manhattan Construction Group, Inc. In regard to Manhattan Construction Group, Inc. this guaranty reduces to 150% of the pro- rdm ownership at Certificate of Occupancy and receipt of the additional S1-600,000 equity from the City of Grapevine.. then further reduces to 1204/% of the pm-rata ownership upon achievement of a I0% Debt Yield based on a trailing 12 month NOI, Property: A 121 room hotel (Marriott -Autograph Hotel) that will be developediconstructed at the site located at ?whin Street and E. Dallas Road in Grapevine. Texas. Proposed Note; The lesser of (i) S22.120,30003 or (ii) 70%of an approved appraised value tit should be noted that S1,600,000 of this amount is to cover the forms that are to be received from the City of Grapevine at Certificate of Occupancy related to the Fconornic 380 Development Agreement wide the City of Grapevine and an additional equity to be contributed from other sources to be determined by the Borrower of $1,100,000 by the received prior to the conversion to the amortizing period). EXHIBIT F LIMITED PARTNERSHIP AGREEMENT PMM 2017 LP TERMS SHEET FOR FIRST LIEN LOAN PAGE 1 Loan Term: Five years. The first twenty-four months of this term. MidFicst will require monthly payments of interest. Theft commencing in the twenty -filth month. the Borrower will convert to a monthly payments of principal and interest. Amortization Term: Twenty-five years. luring the amortization term of the note. the payments will be paid monthly. Interest ]fate: A floating rate of interest based on the One Month LIBOR plus 325 bps. then upon the achievement of a 10% Debt Yield based on a trailing 12 month Net Operating Income, the interest rate will be lowered to One Month LIBOR plus 300 bps. During the mini - perm. Borrower will have the option to convert to the then applicable SWAP rate plus 275 bps. Loan Fee; !V4 of one percent of the Commitment Amount or $55.300. In addition, Borrower wi 11 be responsible for all third party costs. which will include an appraisal, environmental report, legal fees and title costs. Collateral: A title -insured Mortgage on the Property. and a perfected first security interest in all leases. rents, income and profits, and all other personal property_ rights and interest owned by the Borrower and related or appurtenant to the Property. MidFirst will require assignment of all construction related contracts. as well. In addition. MidFirst will approve the final budget. Midl+irst will engage a third party inspector to monitor the draws for the construction and to review the construction budget. The fees associated with this thud party inspector will be paid by the Borrower. An Assignment from the City of Grapevine in regard to the receipt of the remaining $ 1.600,000 equity contribution from the City of Grapevine. It is our understanding these funds will be received upon the issuance of the Certificate of Occupancy, which would then be applied to the principal balance of the subject balance. Loan Covenant; Borrower will be required to maintain a Debt Service Coverage Ratio (-DSCR") based on the property NOI for the trailing 12 months. which includes a management fee of 4% of revenues, actual Franchise Fees for the twelve month period and actual required FF&E reserve for the twelve month period per the Marriott Franchise Agreement. Any funds received from the City EXHIBIT F LIMITED PARTNERSHIP AGREEMENT PMM 2017 LP TERMS SHEET FOR FIRST LIEN LOAN PACE of Grapevine in regard to the hotel occupancy taut will be included in the annual calculation of in which the year they are received. The first test will be the first quarter of the fourth year of the loan and will be tested quarterly thereafter. An event cif default (after cure period) will occur if the DSCR falls below the 1.20:1. DSCR on MidFirst Debt to be calculated utilizing the then current principal balance of the loan, a 25-year amortization and an interest rate of 5.75%. Net Operating income will include the required replacement reserve deposit as defined below. Borrower sill be required to establish a -Replacement Reserve" account with MidFirst Bank. Upon conversion to the amortization terra. a monthly deposit of 1% of the gross revenue will be required, increasing to 2% in Year 2 of this period, then to 3% in Year 3. and then 4% of the gross rev enue through the life of the loan. The Borrower will have access to these to cover the typical FF&E needs of the hotel to maintain its marketability. Escrows: Monthly escrow of property toe and insurance will not be required, Matiw4 Date: Five years. Prepayment Premium: There will be no prepayment premium during the construction term and or during the mini -perm. However. should the Borrower exercise the option to fixed the rate, them will be a reducing percentage of the outstanding balance (i.e. should there be three years remaining the reducing percentage would be 20W I NVOI/o for those three years. Reporting Requirements: Quarterly financial statements on Borrower to be received within 45 days of the quarter end and within sixty days of the annual financial statements. They are to begin the first full quarter after CO. Annual tax returns on Borrower to be received with 30 days of filing. STAR reports are to be provided on a semi-annual basis within 60 clays of'the due period. Annual financials for each Guarantor to be received within 90 days of year end. Annual tax returns on each Guarantor to be received within 30 days of filing. Borrower will be required to maintain the operating depository, escrow, reserve accounts for the subject property with Lender. EXHIBIT F LIMITED PARTNERSHIP AGREEMENT PMM 2017 LP TERMS SHEET FOR FIRST LIEN LOAN PAGE 3 Conditions: As customary with a transaction of this type. including but not limited to- • Lender*s, Title insurance satisfactory to MFB • ALTA survey satisfactory to MFR • Envirottmental reports satisfactory to MFB • Final Plans and Specs • Final Construction Contract and Architectural Contract • An approved appraisal report • Copy of the Management Agreement and Franchise Agreement with Marriott Hotels Breakout of Sources and Uses: Soure" km MFB Perm Loan $19.420.300 Ham Costs $20,100M0 Land Contribution S 2.500,000 FF&E $ 2.8 1 5,000 City of Grapevine $ 3,200,000 Land $ 2,500.000 Borrower Cash Equity$ 3-200.000 Developer Fee S 475-000 City of Cnapevine Interest Carry S 650.000 Common Area Equity $ 3.000,000 Soft Costs/Other S 2,280-100 Additional Equity S- 1.100.000 City of Grapevine Common Area S 3.000.000 Contingency $ 600.OW Total S32.420,300 Total $32.420,300 The Borrower's equity and City of Grapevines contribution will be exhausted prior to any bank funding. except for the $1.600.000 of the City of Grapevine's portion will be received a CO and the additional equity of S 1.100.000. Your response must be rreceived by the undersigned on or before July 15, 2017. Also. this comn-titment will expire on August 30, 2017. Please contact me directly at 767-7118 with any questions you tray have regarding this commitment. On behalf of e"eryonc at klidFirst Bank, we appreciate this opportunity. RespectiN ly yours, Paul L. Lienhaid Senior Vice President Miffirst Bank EXHIBIT F LIMITED PARTNERSHIP AGREEMENT PMM 2017 LP TERMS SHEET FOR FIRST LIEN LOAN PAGE 4 Notice. To help the government tight the funding of terrorism and money laundering activities Federal law requires all banks to obtain, verify and record information that identifies each person who opens an account. Vw1w that means for you: If not already on record when you open an account, "will ask for your name, address, date of birth and other information that will allow us to identify° you. We may also ask to see your driver's licenw— or other identifying documents, EXHIBIT F LIMITED PARTNERSHIP AGREEMENT PMM 2017 LP TERMS SHEET FOR FIRST LIEN LOAN PAGE 5 PLANNED DEVELOPMENT OVERLAY APPLICATION AND SITE PLAN SET CHECKLISTS Current or if unplatted, proposed subdivision name(s), block(s), & lot(s) DALLAS ROAD ADDITION, BLOCK 1, LOT 1 Street frontage & distance to nearest cross street 382' FRONTAGE ON E. DALLAS ROAD - 721' EAST OF S. MAIN ST Proposed Zoning HIGHWAY COMMERCIAL Future Land Use Designation COMMERCIAUMIXED-USE jC/MU! Gross area of parcel (to nearest tenth of acre) 2.6 ACRES (EXCLUDING KING STREET ROW) Describe the Proposed Use BOUTIQUE HOTEL WITH RESTAURANT & BAR Existing Zoning LIGHT INDUSTRIAL (LI) + TRANSIT DISTRICT Subject Property Address 321 E. DALLAS ROAD Property Owner Information, Authorization and Acknowledgements All Planned Development Overlay Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may be continued to the next public hearing. Public hearings will not be tabled. Any changes to a site plan set approved with a planned development overlay request can only be approved by City Council through the public hearing process. Any application for a change in zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If after said period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays in scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four -month period. I have read and understand all of the requirements as set forth by the application for a planned development overlay request and acknowledge that all requirements of this application have been met at the time of submittal. Owner Name j71M III m b ff.l V (A CNI S 7_0 � t Company U1 r , Address Cty QQ rr n_,hh State I Zip Code Phone_. -2ail V 2 Planning Services Department �Vl ,S. ain Street • Grapevine, TX 76051 • 817.410.3155 • Uotlated June 21.2024 PLANNED DEVELOPMENT OVERLAY APPLICATION AND SITE PLAN SET CHECKLISTS Project Representation (check one): I will represent the application myself; OR I hereby designate (name of project representative) to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. I hereby certify that I am the property owner of the property and further certify that the information provided on this development application is true and correct. I have selected the above submittal type and representation of my own volitioplaV not at the request of the City of Grapevine. i Property Owner's Signature �,�I�AAA Date —2 STATE OF: L,L / COUNTY OF: _—hJ, -4) BEFORE ME, a Notary Public, on this day personally appeared (printed property owner's name) the above signed, who, under oath, stated the following: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the 2l-'`L- day of 20 NOTA PUBLIC in and for the State of Texas Michelann C Tachibana My Commission Expires 11/18/2026 Notary ID126142186 os-,n RECEIVED 3 JUL 0 7 2025 Planning Services Department F.� 200 S. Main Street • Grapevine, TX 76051 e 817.410.3155 • httr)s://bit.ly/Grar)evinePlanninca Undated June 21. 20A PLANNED DEVELOPMENT OVERLAY APPLICATION AND SITE PLAN SET CHECKLISTS Project Representative Information (complete if designated by owner) ❑ Engineer ci Purchaser ❑ Tenant ❑ Preparer ❑ Other (specify) Name Pau, Co Company Address City �y State Phone l75 ) &40 II Applicant's Signature A,� STATE OF: COUNTY OF: lyA.&.5 J � 4 Date % Z�-- BEFORE ME, a Notary Public, on this day personally appeared oft�'� (printed project representative name) the above signed, who, under oath, stated the following: "I hereby certify that I am the applicant for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the ;�I�u , 20 "• Michelann C Tachibana My Commission Expire. t 11118/2026 Notary ID126142166 i day of NOTARY PUBLIC in and for the State of Texas If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership, or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number: H f��/ �aY i✓!� C� /.(1 .. , Provide a most recent public information report that includes: 1. All general partners 2. File Number 3. Regist d agent name r�llllailin dress (You ma order a copy of a Public Information Report from r+f'4'�"V1 �ecords Section, PO Box 13528, Austin, Texas 78711 or go to JUL U 7 2025 4 00 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • or Comptroller of Public Accounts, Open Uodated June 21.2024 Planned Development Overlay Narrative Hotel VIN Reserve - 321 E. Dallas Road Asa result of the remarkable success and popularity of the Hotel VIN, Coury Hospitality and their partners acquired the adjacent property to the east in order to build a companion hotel. The former use of this property by Sunbelt Rentals included the storage and display of construction vehicles and equipment, which did not represent the highest best use of this property, considering its location on Dallas Road adjacent to the Hotel VIN, across the street from urban residential use and near the Main Street corridor. This Planned Development request consists of the following deviations/variances from the current City ordinance: 1. Increase allowable building height from 50 feet to 76'-6" (Section 25.1.1) The additional height is needed to accommodate the needed 120-room capacity. This height is consistent with the existing 6-story Hotel VIN to the west and compatible with the 3-4 story multi -family residential development on the south side of Dallas Road in the area. A building of this scale will enhance and strengthen the urban streetscape along this corridor. 2. Reduce required parking from 150 spaces to approximately 133 (Section 56.C) Every effort has been made to maximize the parking capacity on site, but the available land will not accommodate 1.25 spaces per hotel room. It should be noted that the rise of ride sharing services such as Uber has significantly reduced hotel parking requirements to well below 1 space per room. This hotel's proximity to the airport and the walkability of downtown Grapevine will drive a high proportion of ride sharingguest usage. 3. Reduce perimeter landscaping at parking from 15'to 8. (Section 53.H.2.a) In order to maximize on -site parking and accommodate all Grapevine FD fire lane requirements the landscape buffer is reduced. 4. Reduce front yard landscape buffer from 25'to variable depth (Section 25.G.3) The front yard landscape buffer varies from 54'to 8: In order to accommodate the front entry drive with all Grapevine FD fire lane requirements, maximize on -site parking and locate the building as close as possible to the street, the front yard landscape buffer along Dallas Road must vary along the frontage. At the SW corner, the landscape buffer will exceed 25; but in all other locations it will be less than the 25'required. These variations are appropriate for this urban location and contribute to a walkable streetscape. 5. Reduce east landscape buffer from 20'to approximately 6' (Section 53.H.2.b) In order to accommodate all Grapevine ID fire lane requirements and maximize on -site parking, the landscape buffer along King Street must be reduced. It is planned for King Street to be vacated and converted to a private drive as a part of this project. Since King Street separates this property from the adjacent property (currently a trailer park), this reduced landscape buffer will not negatively impact the adjacent property. 6. Eliminate north landscape buffer and tree requirement to allow parking within 1' of property line (Section 53.H.2.b) In order to fit the project on the property, maximize on -site parking and make the required connection to the existing Hotel VIN fire lane at the NW corner of the property, the parking along the north is located very near the north property line, which abuts the railroad right-of-way. Because the abutting land belongs to the railroad, parking in close proximity to the property line does not have any negative effect. 7. Eliminate requirement for parking spaces along north side of building to be no further than 12 spaces from a landscaped island (Section 53.H.1.b) In order to maximize on -site parking and because the parking spaces in question directly abut a landscaped area (railroad right-of-way), the parking spaces along the north property line do not include any intervening landscape island/peninsulas. Because the abutting land belongs to the railroad and this parking area is not visible from Dallas Road, this accommodation will not have a negative visual effect. 8. Reduce required minimum open space from 30% to 16.9% (Section 25.D.1) In order to fit the hotel and maximize the parking onsite there is not enough space to include more open space. The extra density is appropriate for this urban location and will contribute to a walkable streetscape. 9. Reduce required minimum side yard from 20'to 16.28. (Section 25.G.4) In order to fit the hotel and maximize the parking onsite there is not enough space to include more open space. The extra density is appropriate for this urban location and will contribute to a walkable streetscape. The proposed boutique hotel use, including the ordinance deviations/variances described, represents a substantial improvement to this property and an improvement to the Dallas Road streetscape. We would expect this redevelopment would enhance the value of all properties in close proximity. It will also support the growth of Grapevine as a regional tourism destination, offering a high -caliber hospitality experience consistent with the standard set by the existing Hotel VIN. August 6, 2025 Subject: Request to Amend Rezoning Request for August 19, 2025 for Joint Meeting Agenda Dear Erica, I respectfully submit this letter to formally request an amendment to the rezoning request associated for 321 E Dallas Road (Z25-03) scheduled for consideration at the joint Planning and Zoning Commission and City Council meeting on August 19, 2025. The original request identifies the request as rezone from "LI", Light Industrial to "HC", Highway Commercial. After further review and consideration, we would like to amend the request to reflect a revised less intense zoning district, from "LI", Light Industrial to "CC", Community Commercial. This revised designation more accurately aligns with the intended future use of the property and reflects the desired compatibility with adjacent uses and the City's adopted comprehensive master plan. We believe this change will support a more appropriate transition within the surrounding context and provide additional opportunities for neighborhood -serving commercial development. We appreciate your time and consideration of this amendment and respectfully ask that the updated reasoning be reflected in the materials prepared for the August 19 joint meeting. Please let me know if any further documentation or clarification is needed in support of this request. Sincerely, [Y u�OL Na [Title] In� / July 25, 2025 Erica Marohnic, Director Planning Services Department City of Grapevine Texas 200 Main Street Grapevine, TX 76051 (sent via email) RE: CU25-32/PD25-03; Proposed Tree Selection Dear Director Marohnic, I formally request consideration for the approval of the proposed sweetgum tree, Liquidambarstyraciffua `Slender Silhouette', for use in the Hotel Vin Reserve development. Commonly known as sweetgum, Liquidambarstyraciffua is native to East Texas and is valued for its cold hardiness, adaptability, and ornamental appeal. It is a large, deciduous tree with star -shaped leaves that turn brilliant shades of yellow, orange, and red in the fall. The species is also known for its distinctive one -inch, spiked, ball -shaped fruit. The `Slender Silhouette' cultivar features a narrow, columnar form reaching up to 50 feet tall with a spread of only five feet making it an excellent choice for tight spaces, vertical accents, or as a tall screen. While it does produce fruit, the quantity is less compared to the species, resulting in less maintenance. The proposed planting location in the front planting beds of the hotel is well suited for this cultivar and continues the landscape theme established by Hotel Vin. Thankyou, Kathy Nelson, AICP, RLA TX#2027 PARD Planning Manager L. "5 Vll III ��°,� �.II'„��..;"" II II �..,. „�:u „q„..11.. �.Il..gn..::p II �a��:°III ��..,"" Illlu 08/05/2025 1 7:44:11 AM CDT Oncor Electric Delivery Company, LLC Attn:Leon Jimenez Ft.Worth, TX 76106 Chad Helmberger Kimley-Horn 6160 Warren Parkway Ste 210 Frisco, TX 75034 215 E Dallas Rd, Grapevine,TX 76051 and EV Stations Re: Please be advised that Oncor Electric Delivery Company LLC, a Delaware limited liability company, can provide electric service to the above referenced site. Service will be provided upon request in accordance with our tariffs and service regulations on file with the Public Utility Commission of Texas. If you have questions or need additional information, please feel free to contact me. Sincerely, DocuSigned by: t alp )KAVA ,I) E OEE016A61C314A9... Leon Jimenez Utility Designer leon.jimenez@oncor.com WWW.ONCOR.COM Docusign Envelope ID: C9B9EAOF-3F56-4A27-9FDB-BEOCCF760C43 ORDINANCE NO. 2025-049 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS GRANTING ZONING CHANGE Z25- 03 PLATTED AS BLOCK 1, LOT 1A, DALLAS ROAD ADDITION, DESCRIBED AS BEING A TRACT OF LAND LYING AND BEING SITUATED IN THE CITY OF GRAPEVINE, TARRANT COUNTY, TEXAS (321 EAST DALLAS ROAD) MORE FULLY AND COMPLETELY DESCRIBED IN THE BODY OF THIS ORDINANCE; ORDERING A CHANGE IN THE USE OF SAID PROPERTY FROM "LI", LIGHT INDUSTRIAL DISTRICT TO "CC", COMMUNITY COMMERCIAL DISTRICT; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND A ZONING CHANGE AND AMENDMENT THEREIN MADE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, applications were made to amend the Official Zoning Map, City of Grapevine, Texas by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas as required by State statutes and the zoning ordinances of the City of Grapevine, Texas and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas after all legal notices, requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas at a public hearing called by the City Council did consider the following factors in making a determination as to whether these requested changes should be granted or denied; safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control, protection of adjacent property from flood or water damages, noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood, location, lighting and types of signs and relation of signs to traffic control and adjacent property, street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood, adequacy of parking as determined by requirements of this ordinance for off-street parking facilities, location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust, ORDINANCE NO. 2025-052 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS GRANTING ZONING CHANGE Z25- 04 PLATTED AS LOTS 2R-1 AND 2R-2, RUTH WALL ADDITION, DESCRIBED AS BEING A TRACT OF LAND LYING AND BEING SITUATED IN THE CITY OF GRAPEVINE, TARRANT COUNTY, TEXAS (834 EAST NORTHWEST HIGHWAY) MORE FULLY AND COMPLETELY DESCRIBED IN THE BODY OF THIS ORDINANCE; ORDERING A CHANGE IN THE USE OF SAID PROPERTY FROM "HC", HIGHWAY COMMERCIAL DISTRICT TO "R-7.5", SINGLE-FAMILY DISTRICT; CORRECTING THE OFFICIAL ZONING MAP. PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND A ZONING CHANGE AND AMENDMENT THEREIN MADE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, applications were made to amend the Official Zoning Map, City of Grapevine, Texas by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas as required by State statutes and the zoning ordinances of the City of Grapevine, Texas and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas after all legal notices, requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas at a public hearing called by the City Council did consider the following factors in making a determination as to whether these requested changes should be granted or denied; safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control, protection of adjacent property from flood or water damages, noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood, location, lighting and types of signs and relation of signs to traffic control and adjacent property, street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood, adequacy of parking as determined by requirements of this ordinance for off-street parking facilities, location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust, effect on the promotion of health and the general welfare, effect on light and air, the effect on the transportation, water sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas at a public hearing called by the City Council of the City of Grapevine, Texas did consider the following factors in making a determination as to whether this requested change should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, the effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, the City Council further considered among other things the character of the district and its peculiar suitability for particular uses and with the view to conserve the value of buildings, encourage the most appropriate use of land throughout this city; and WHEREAS, the City Council of the City of Grapevine, Texas does find that there is a public necessity for the zoning change, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and does find that the change in zoning lessens the congestion in the streets, helps secure safety from fire, panic and other dangers; promotes health and the general welfare; provides adequate light and air; prevents the overcrowding of land; avoids undue concentration of population; facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas has determined that there is a necessity and need for this change in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified; and, therefore, feels that a change in zoning classification for the particular piece of property is needed, is called for, and is in the best interest of the public at large, the citizens of the City of Grapevine, Texas and helps promote the general health, safety, and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the City of Grapevine Ordinance No. 82-73, being the Comprehensive Zoning Ordinance of the City of Grapevine, Texas same being also known as Appendix "D" of the City Code of Grapevine, Texas, be, and the same is hereby amended and changed by Zoning Application Z25-04 to rezone the following described property to -wit: being a 0.344 acre tract platted as Lots 2R-1 and 2R-2, Ruth Wall Addition, Tarrant County, Texas (834 East Northwest Highway), more fully and Ordinance No. 2025-052 2 Z25-04 completely described in Exhibit "A", attached hereto and made a part hereof, which was previously zoned "HC", Highway Commercial District is hereby changed to "R-7.5", Single -Family District, all in accordance with Comprehensive Zoning Ordinance No. 82- 73, as amended. Section 2. The City Manager is hereby directed to correct the official zoning map of the City of Grapevine, Texas to reflect the herein change in zoning. Section 3. That in all other respects, the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinances and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future, to lessen congestion in the streets, to secure safety from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. This ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. Any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed two thousand dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. The fact that the present ordinances and regulations of the City of Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace and general welfare of the inhabitants of the City of Grapevine, Texas, creates an emergency for the immediate preservation of the public business, property, health, safety Ordinance No. 2025-052 3 Z25-04 and general welfare of the public which requires that this ordinance shall become effective from and after the date of its final passage, and it is accordingly so ordained. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of August, 2025. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-052 4 Z25-04 ORDINANCE NO. 2025-053 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT CU25-36 TO DEVELOP A 2,978 SQ. FT. RESTAURANT WITH A DRIVE -THROUGH AND A MONUMENT SIGN WITH CHANGEABLE COPY IN EXCESS OF 30% (834 EAST NORTHWEST HIGHWAY) IN A DISTRICT ZONED "HC", HIGHWAY COMMERCIAL DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO.82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS CONDITIONAL USE PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a conditional use permit by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property, street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust, effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this conditional use permit, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the conditional use permit lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this conditional use permit and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this conditional use permit for the particular piece of property is needed, is called for, and is in the best interest of the public at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Ordinance No. 2025-053 2 CU24-55 Section 1. That the City does hereby issue a conditional use permit in accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the City Code, by granting Conditional Use Permit CU25-36 to develop a 2,978 sq. ft. restaurant with a drive -through and a monument sign with changeable copy in excess of 30% (B-K Sizzle), in a district zoned "HC", Highway Commercial District within the following described property: Lot 2R, Ruth Wall Addition (834 East Northwest Highway) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82- 73, attached hereto and made a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. That the City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein conditional use permit. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets, to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. That this ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Ordinance No. 2025-053 3 CU24-55 Section 7. That any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. That this ordinance shall become effective from and after the date of its final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of August, 2025. APPROVED- William D. Tate Mayor ATTEST - Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-053 4 CU24-55 effect on the promotion of health and the general welfare, effect on light and air, the effect on the transportation, water sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas at a public hearing called by the City Council of the City of Grapevine, Texas did consider the following factors in making a determination as to whether this requested change should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, the effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, the City Council further considered among other things the character of the district and its peculiar suitability for particular uses and with the view to conserve the value of buildings, encourage the most appropriate use of land throughout this city; and WHEREAS, the City Council of the City of Grapevine, Texas does find that there is a public necessity for the zoning change, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and does find that the change in zoning lessens the congestion in the streets, helps secure safety from fire, panic and other dangers; promotes health and the general welfare; provides adequate light and air; prevents the overcrowding of land; avoids undue concentration of population; facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas has determined that there is a necessity and need for this change in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified; and, therefore, feels that a change in zoning classification for the particular piece of property is needed, is called for, and is in the best interest of the public at large, the citizens of the City of Grapevine, Texas and helps promote the general health, safety, and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the City of Grapevine Ordinance No. 82-73, being the Comprehensive Zoning Ordinance of the City of Grapevine, Texas same being also known as Appendix "D" of the City Code of Grapevine, Texas, be, and the same is hereby amended and changed by Zoning Application Z25-03 to rezone the following described property to -wit: being a 2.80 acres tract of land out of the Block 1, Lot 1A, Dallas Road Addition, Tarrant County, Texas (321 East Dallas Road), more fully and completely Ordinance No. 2025-049 2 Z25-03 described in Exhibit "A", attached hereto and made a part hereof, which was previously zoned "LI", Light Industrial District is hereby changed to "CC", Community Commercial District, all in accordance with Comprehensive Zoning Ordinance No. 82-73, as amended. Section 2. The City Manager is hereby directed to correct the official zoning map of the City of Grapevine, Texas to reflect the herein change in zoning. Section 3. That in all other respects, the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinances and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future, to lessen congestion in the streets, to secure safety from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. This ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. Any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed two thousand dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. The fact that the present ordinances and regulations of the City of Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace and general welfare of the inhabitants of the City of Grapevine, Texas, creates an emergency for the immediate preservation of the public business, property, health, safety Ordinance No. 2025-049 3 Z25-03 and general welfare of the public which requires that this ordinance shall become effective from and after the date of its final passage, and it is accordingly so ordained. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of August, 2025. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-049 4 Z25-03 ORDINANCE NO. 2025-050 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT CU25-32 TO ALLOW FOR THE POSSESSION, STORAGE, RETAIL SALE, AND ON- AND OFF -PREMISE CONSUMPTION OF ALCOHOLIC BEVERAGES (BEER, WINE, AND MIXED BEVERAGES) IN CONJUNCTION WITH A 120 ROOM, 6-STORY, BOUTIQUE HOTEL, TO EXCEED MAXIMUM HEIGHT REQUIREMENTS; OUTDOOR SPEAKERS, AND FOUR ELECTRIC VEHICLE (EV) CHARGING STATIONS, FOR BLOCK 1, LOT 1A, DALLAS ROAD ADDITION (321 EAST DALLAS ROAD) IN A DISTRICT ZONED "CC", COMMUNITY COMMERCIAL ZONING DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO. 82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS CONDITIONAL USE PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a conditional use permit by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property, street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust, effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this conditional use permit, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the conditional use permit lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this conditional use permit and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this conditional use permit for the particular piece of property is needed, is called for, and is in the best interest of Ordinance No. 2025-050 2 CU25-32 the public at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the City does hereby issue a conditional use permit in accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the City Code, by granting Conditional Use Permit CU25-32 to allow for the possession, storage, retail sale, and on- and off -premise consumption of alcoholic beverages (beer, wine, and mixed beverages) in conjunction with a 120 room, 6-story, boutique hotel, to exceed maximum height requirements; outdoor speakers; and four electric vehicle (EV) charging stations in a district zoned "CC", Community Commercial District within the following described property: Block 1, Lot 1A, Dallas Road Addition (321 East Dallas Road) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. That the City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein conditional use permit. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets, to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. That this ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Ordinance No. 2025-050 3 CU25-32 Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. That any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. That this ordinance shall become effective from and after the date of its final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of August, 2025. APPROVED- William D. Tate Mayor ATTEST - Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-050 4 CU25-32 ORDINANCE NO. 2025-051 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING PLANNED DEVELOPMENT OVERLAY PD25-03 TO DEVIATE FROM, BUT NOT BE LIMITED TO, A REDUCTION IN BUILDING SETBACKS, BUFFER REQUIREMENTS, DRIVEWAY SPACING, AND A REDUCTION IN REQUIRED PARKING FOR BLOCK 1, LOT 1A, DALLAS ROAD ADDITION (321 EAST DALLAS ROAD) IN A DISTRICT ZONED "CC", COMMUNITY COMMERCIAL DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO.82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS PLANNED DEVELOPMENT OVERLAY PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a planned development overlay by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested planned development overlay should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property, street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust, effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested planned development overlay should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 41 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this planned development overlay, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the planned development overlay lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this planned development overlay and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this planned development overlay for the particular piece of property is needed, is called for, and is in Ordinance No. 2025-051 2 PD25-03 the best interest of the public at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the City does hereby issue a planned development overlay in accordance with Section 41 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the City Code, by granting Planned Development Overlay No. PD25-03 to deviate but not be limited to, a reduction in building setbacks, buffer requirements, driveway spacing, and a reduction in required parking requirements found in Section 25, "CC", Community Commercial District and Section 56, Off -Street Parking Requirements within the following described property: Block 1, Lot 1A, Dallas Road Addition (321 East Dallas Road) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. The City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein planned development overlay. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets, to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. This ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said Ordinance No. 2025-051 3 PD25-03 ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. Any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. That this ordinance shall become effective from and after the date of its final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of August, 2025. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-051 4 PD25-03