Resolution No. ---- A resolution authorizing the City Manager or his designee to execute, as the fee simple land owner, a joinder to the Temporary Hotel Parking Agreement by and between Arlington Stadium Hotel Owner, LLC, and Ballpark Parking Partners LLC, relative to providing temporary parking for the Live By Loews Hotel on property located at the northwest corner of East Randol Mill Road and Nolan Ryan Expressway BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON, TEXAS: I. That the City Manager or his designee is hereby authorized to execute, as the fee simple land owner, a joinder to the Temporary Hotel Parking Agreement by and between Arlington Stadium Hotel Owner, LLC, and Ballpark Parking Partners LLC, relative to providing temporary parking for the Live By Loews Hotel on property located at the northwest comer of East Randol Mill Road and Nolan Ryan Expressway. II. A substantial copy of the Temporary Hotel Parking Agreement is attached hereto and incorporated herein for all intents and purposes. PRESENTED AND PASSED on this the __ day of ________, 2020, by a vote of __ ayes and __ nays at a regular meeting of the City Council of the City of Arlington, Texas. W. JEFF WILLIAMS, Mayor ATTEST: ALEX BUSK.EN, City Secretary APPROVED AS TO FORM: TERIS SOL , City Attorney EXECUTION VERSION TEMPORARY HOTEL PARKING AGREEMENT THIS TEMPORARY HOTEL PARKING AGREEMENT (this "Agreement"), is made and entered into this __ day of February, 2020 (the "Effective Date"), by and between ARLINGTON STADIUM HOTEL OWNER, LLC, a Delaware limited liability company ("Owner") and BALLPARK PARKING PARTNERS LLC, a Texas limited liability company ("BPP"). Owner and BPP are sometimes referred to herein collectively as the "Parties" or singularly as a "Party". RECITALS A. Owner owns or ground leases the parcel ofland described on Exhibit "A" hereto (as same may be modified from time to time or subjected to a condominium regime, the "Hotel Lot") for purposes of operating thereon a hotel and convention facility (the "Hotel Complex"). B. BPP owns or ground leases the parcel of land described and depicted on Exhibit "B" hereto (the "Temporary Hotel Parking Area"). C. BPP leases or subleases the Temporary Hotel Parking Area to Rangers Stadium Company LLC, a Delaware limited liability company (as successor-in-interest to Rangers Baseball Express LLC) ("Tenant"), and Tenant subleases parking areas in the vicinity of the Hotel Lot in accordance with that certain Lease Agreement dated March 6, 2012, as amended (the "Rangers Parking Lease"). D. In accordance with that certain Rangers Ballpark Sublease Agreement dated August 21, 2017, as amended (the "GLF Sublease") by and between Tenant and Rangers Baseball LLC, a Delaware limited liability company ("Subtenant'), Tenant granted certain operational rights in the Temporary Hotel Parking Area to Subtenant. E. In the Rangers Parking Lease, BPP reserved the right to use, and grant others the right to use, the Temporary Hotel Parking Area for parking by persons not attending Games and other Events at the Ballpark, so long as the exercise of such rights by BPP and such others does not unreasonably interfere with Tenant's rights under the Rangers Parking Lease. F. The Parties have agreed that BPP will grant to Owner the right to use the Temporary Hotel Parking Area for the benefit of the Hotel Lot. G. The City, as the holder of record title to the Temporary Hotel Parking Area, is joining this Agreement to evidence its consent to the terms of this Agreement and to subject its fee simple interest in the Temporary Hotel Parking Area to the rights herein granted to Owner. H. Tenant and Subtenant are joining this Agreement solely to confirm that the easements and rights of use herein granted to Owner do not, on their face, violate the terms of the Rangers Parking Lease or the GLF Sublease, respectively. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 5069342v.6 3911/0028 AGREEMENT ARTICLE I Definitions 1.1 The following terms shall have the following meanings for purposes of this Agreement: a) ADA: has the meaning given such term in Section 4.6 below. b) Affiliate: means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Party in question. c) Agreement: has the meaning given such term in the Preamble. d) Ballpark: means the major league professional baseball park in Arlington, Texas located at 734 Stadium Drive, Arlington, Texas 76011 and now known as Globe Life Field in Arlington, at which the Texas Rangers Baseball Club will play its home games beginning on March 31, 2020. e) BPP: has the meaning given such term in the Preamble. f) Business Day: means any calendar day other than a Saturday, Sunday or legal holiday under the laws of the State of Texas or the federal laws of the United States. g) City: means the City of Arlington, Texas. h) Club: means the Texas Rangers Baseball Club, a member baseball team of the League. i) Default Rate: means a rate equal to fifteen percent (15%) per annum; provided, however, that the Default Rate shall never exceed the maximum interest rate permitted by applicable law. j) Effective Date: has the meaning given such term in the Preamble. k) Event: means any Game or other sporting, entertainment or public event held at the Ballpark or the Former Ballpark and any professional football game or other sporting, entertainment or public event held at the Stadium, in each case for which attendance is reasonably expected to exceed 5,000. Tours of the Ballpark and/or the Stadium or private events or parties, such as a wedding, are not a "public event". 1) Event Hours: means any time beginning three hours before the start of an Event and ending at 6:00 am the following morning. m) Force Majeure: Strikes, labor disputes, lockouts, inability to obtain labor, materials, equipment, or reasonable substitutes therefor, acts of God, governmental restriction, regulations, or controls, judicial orders, enemy or hostile government actions, civil commotion, war, terrorism (foreign or domestic), fire, flood, earthquake, accident, explosion, natural disaster or casualty, hurricanes, tornadoes and similar adverse weather events, and other causes beyond the reasonable control of the Party obligated to perform hereunder. Temporary Hotel Parking Agreement Page2 5069342v.6 3911/0028 n) Former Ballpark: means the former major league professional baseball park in Arlington, Texas located at 1000 Ballpark Way, Arlington, Texas 76011 and now known as Globe Life Park. o) Game: means a professional major league baseball game played at the Ballpark. p) GLF Sublease: has the meaning given such term in Recital D above. q) Hotel Complex: has the meaning given such term in Recital A above. r) Hotel Lot: has the meaning given such term in Recital A above. s) Insurance Standard: means such insurance policies, coverage amounts, types of coverage, endorsements or deductibles, as applicable, that a reasonable and prudent operator would reasonably be expected to obtain, keep and maintain, or require to be obtained, kept and maintained with respect to the Temporary Hotel Parking Area and the ownership, operation and use thereof. t) League: means the Office of the Commissioner of Baseball, an unincorporated not-for­ profit association doing business as Major League Baseball, or any successor professional baseball league in which the Club shall be a member. u) Lender: means any financial institution that holds a deed of trust lien (or any other instrument securing payment of a debt) on the Land, and any administrative institution that holds a deed of trust lien (or any other instrument securing payment of a debt) on the Land on behalf of a financial institution, during the term of this Agreement. v) Mortgage: means, with respect to the Hotel Lot (or any portion thereof or interest therein or any related condominium) and any improvements situated thereon ( or any portion thereof), a mortgage, deed of trust (whether securing a direct obligation or a guaranty of obligations in connection with a loan secured by an indemnity deed of trust or mortgage), deed to secure debt, security deed, indenture, sale-leaseback documents, lease-leaseback documents, or any other instrument securing payment of a debt that encumbers Owner's interest in the Hotel Lot and any improvements situated thereon ( or in any portion thereof or interest therein or in any related condominium). w) Mortgagee: means (i) the holder of, or beneficiary under, a Mortgage, (ii) in the case of a sale-leaseback transaction, the owner of the reversionary estate, or (iii) otherwise, the person or entity to whom all or any part of the interest of Owner in the Hotel Lot (or an interest therein) or any improvements situated thereon ( or an interest therein) is transferred as security under a Mortgage. Such term shall also include any person or entity that obtains title to all or any portion of the rights granted to Owner hereunder as a result of the Mortgagee's exercise of its foreclosure rights or the transfer of title to the rights granted to Owner hereunder at the direction of the Mortgagee by Owner to a person or entity by a deed-in-lieu of foreclosure. x) Owner: has the meaning given such term in the Preamble. y) Owner Related Parties: Owner and its Affiliates and tenants, and their respective agents, contractors, subcontractors, employees, and licensees, and any other Person claiming by, Temporary Hotel Parking Agreement Page3 5069342v.6 3911/0028 through or under Owner.