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HomeMy WebLinkAboutContract 49546-CA1 Date Received: Feb 3,2021 City Secretary Time Received: 1:03 PM Number: 49546-CAI ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 49546 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 1st day of February , 20 21 , by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation ("City"), Sinclair Holdings, LLC, a Texas limited liability company ("Assignor"), and Twain GL XIII, LLC, a Missouri limited liability company ("Assignee"). Sometimes herein City, Assignor, or Assignee may also be referred to individually as a-Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 49546 (the "Encroachment Agreement"), on the 22"d day of August, 2017, with Assignor, the owner of certain real property more particularly described in the attached Legal Description (the "'Property") located adjacent to or near the City's right-of-way on which the encroachments are located. The encroachments are more particularly described in the Encroachment Agreement, attached hereto as "Exhibit A" and incorporated herein by reference for all purposes, and are referenced therein and herein as the "Improvements"; WHEREAS, the Encroachment Agreement was recorded the 24th day of August, 2017, as Instrument No. D217195755 in the Real Property Records of Tarrant County, Texas; WHEREAS, Assignor desires to assign the Encroachment Agreement to Assignee. AGREEMENT: NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Assignor hereby assigns, transfers, and conveys all rights and interests and delegates it duties and obligations under the Encroachment Agreement to Assignee. 2. Assignee hereby accepts the Assignment granted herein, and assumes all of Assignor's rights, duties, and obligations arising under the Encroachment Agreement. 3. Assignor has full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignor's obligations hereunder. OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY FT. WORTH, TX Assignee has the full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignee's obligations hereunder. 4. The effective date of this Assignment shall be the date of its execution by the City (the "Effective Date"). All rights, duties, and obligations under the Encroachment Agreement arising, accruing, or relating to the period before the Effective Date are allocated to Assignor, and all rights, duties, and obligations arising, accruing, or relating to the period thereafter shall be allocated to Assignee. 5. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Encroachment Agreement as of the Effective Date. 6. Assignor represents, warrants, and covenants with City and Assignee that as of the Effective Date, Assignor is not in default of any of its obligations contained in the Encroachment Agreement. 7. City hereby consents to this Assignment upon the terms and conditions set forth herein. Unless and until City has executed this Assignment, it is of no effect. The consent granted herein should not be construed as consent to any further assignments. The failure or delay of City in seeking to enforce any provision of the Encroachment Agreement or this Assignment shall not be deemed a waiver of rights or remedies that City may have or a waiver of any subsequent breach of the terms and provisions therein or herein contained. 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with proper postage, certified mail return receipt requested, or by a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Citv Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor Sinclair Holdings, LLC 1785 Hwy 26, Suite 400 Grapevine, Texas 76051 Attention: Mehul Patel Email: mehul.patel(4�newcrestimage.com Encroachment Assignment Agreement Page 2 of 7 Rev 04/2020 With copy to: Munsch Hardt Kopf& Harr, P.C. 500 N Akard Street, Suite 3800 Dallas, Texas 75201 Attention: Phillip J.F. Geheb Email: pgeheb@munsch.com Assignee Twain GL XIII, LLC 2200 Washington Avenue St. Louis, MO 63103 Attention: R. Landon Nalley Email: Landon.Nalley@twainfinancial.com With copy to: Stinson LLP 7700 Forsyth Boulevard, Suite 1100 St. Louis, MO 63105 Attention: Robert Faulkner Email: robert.faulkner@stinson.com 9. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 10. Assignee shall cause this Assignment to be filed of record at Assignee's expense in the Real Property Records for Tarrant County, Texas. 11. The Certificate of Insurance for the Assignor attached as Exhibit "B" to the Encroachment Agreement is hereby deleted and replaced with the attached Certificate of Insurance from the Assignee as "Exhibit B, Revised." 12. All terms and conditions of the Encroachment Agreement not amended herein remain unaffected and in full force and effect, are binding on the Parties, and are hereby ratified by the Parties. Capitalized terms not defined herein shall have meanings assigned to them in the Encroachment Agreement. 13. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document which may be evidenced by one counterpart. [SIGNATURES APPEAR ON FOLLOWING PAGES] Encroachment Assignment Agreement Page 3 of 7 Rev 04/2020 ASSIGNOR: ASSIGNEE: Sinclair Holdings, LLC Twain GL XIII, LLC a Texas limited liability company a Missouri limited liability company By: Supreme Bright Tort Worth IV, LLC By:Twain Financial Partners Holdings, LLC its managing member its manager By: By: Name: Mehul Patel Name: R. Landon Nalley Title: President Title: Vice President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me by Mehul Patel, President of Supreme Bright Fort Worth, IV, LLC, as the managing member of Sinclair Holdings, LLC, a limited liability company, on behalf of said company. 1►pY a�a APRIL TRAN i Notary ID#1 3 16 23180 My Commission Expires Notary Public, State of Texas 'Tfart�� June 27, 2022 [NOT STATE OF MISSOURI § COUNTY OF § This instrument was acknowledged before me by R. Landon Nalley, Vice President of Twain Financial Partners Holdings, as the manager of Twain GL XI11, LLC, a limited liability company, on behalf of said company. Notary Public, State of Missouri [NOTARIAL SEAL] OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX ev 0412020 ASSIGNOR: ASSIGNEE: Sinclair Holdings, LLC Twain GL XIII, LLC a Texas limited liability company a Missouri limited liability company By: Supreme Bright Fort Worth IV, LLC By:Twain Financial Partners I loldings, LLC its managing member its man By: By Name: Mehul Patel Name: R. Landon Nalley Title: President "Title: Vice President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me by Mehul Patel, President of Supreme Bright Fort Worth, IV, LLC, as the managing member of Sinclair Holdings, LLC, a limited liability company, on behalf of said company. Notary Public, State of Texas [NOTARIAL SEAL] STATE OF MISSOURI § � t,vw-S § COUNTY OF § This instrument was acknowledged before me by R. Landon Nalley, Vice President of Twain Financial Partners I loldings, as the manager of Twain GL XII1, LLC, a limited liability company, on behalf of said company. Notary Pu t , State of Missouri [NOTARIAL, SEAL] KELLY A. TROUT Notary Public, Notary Seal State of Missouri Saint Louis County Commission it 13447449 My Commission Expires 12-18-2022 OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: Matthew Murray(Feb 1,202107: CST) DJ Harrell(Feb1,2021 09:00 CST) FWBC Sec. 3210 DJ Harrell, Director Matthew A. Murray, Assistant City Attorney Development Services City Attorney's Office Date: Feb 1,2021 Date: Feb 1,2021 ATTEST: a 1. °��.�� ° kl-�0`1GI C70lTZv�t�1 dv o °=d nA a d for Ronald P.Gonzales(Feb 1,202112:22 CST) Y� °0 00p 0 0000000, ,O Mary Kayser, City Secretary 4?ExAS�ap City Secretary's Office [No M&C Required] Contract Compliance Specialist: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Janie S. Morales Development Manager STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on February 1 20 21 by DJ Harrell, Director, as the Director of the Development Services Department of the City of Fort Worth, a Texas municipal corporation on behalf of the City of Fort Worth. ,�pRYPGe JENNIFER L. EZERNACK 2 n Notary Public Jennifer L Digitallysigned by JenniferL • * STATE OF TEXAS Ezernack /� e Notary I.D. 130561630 Ezernack Date:2021.02.01 t2:t4:04-0a00' 9�oF� My Comm.Exp.Mar. 1,2024 Notary Public, State of Texas OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 6 of 7 Rev 04/2020 Exhibit A Page 1 of 17 fr:- �� c CITY SECRETARY CONTRACT NO. o RIGHT OF WAY ENCROACHMENT AGREEMENT ;.:ITY r,,r ]F:; (COMMERCLIL) C a' CP CITY SECRL(, �9 UIS AGREEMENT is made and entered into by and between the City of Fort S b £ Z t , a home rule municipal corporation of Tarrant County, Texas ("City"), acting erein by and through its duly authorized City Manager, its duly authorized Assistant C t Manager or Planning and Development Department Director, and Sncarr tddlncs r" :[full legal name], a LttFledtabtY [type of entity] "Licensee", acting herein by and through its duly authorized the owner of the real property located at In Sfet � , ; . , Fort Worth, Texas 762, ("Property"). RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property; and WHEREAS, the City has a street, alley, sidewalk, and/or other public right-of- way(individually or collectively,the "Public Right-of-Way")adjacent to the Property as shown on the map attached to this Agreement as Exhibit"A" and incorporated herein for all purposes; and WHEREAS, Licensee desires to construct/place and maintain certain improvements which will encroach onto the Public Right-of-Way; and WHEREAS, City will allow the encroachment under the terms and conditions as set forth in this Agreement to accommodate the needs of the Licensee, NOW,THEREFORE,the City and Licensee agree as follows: AGREEMENT 1. City, in consideration of the payment by Licensee of the fee set out below and covenants and agreements hereinafter contained, to be kept and performed by Licensee, hereby grants permission to Licensee to encroach upon, use and/or occupy portions of the space under, on, and/or above the City's Public Right-of-Way to construct/install and/or allow to remain, certain improvements for the purpose of t.6 (whether one or more, the "Improvements") as described in and at the location shown on Exhibit "A" but only to the extent shown thereon. Upon completion of the Improvements, Licensee agrees to be responsible for maintaining the Improvements. Licensee shall not expand or otherwise cause the Improvements to further infringe in or on City's Public Right-of-Way beyond what is specifically described in the Exhibit(s)attached hereto. 2015 ROW Encroachment Agreement-Commercial Page 1 of 12 rev.02/2015 Page 2 of 17 2. All construction, maintenance and operation in connection with such Improvements, use and occupancy shall be performed in strict compliance with this Agreement and the City's Charter, Ordinances and Codes, and in accordance with the directions of the City's Director of Transportation and Public Works, or his or her duly authorized p representative. Licensee shall submit all plans and specifications to the applicable Director or his or her duly authorized representative prior to the construction of the Improvements. Licensee shall not commence construction of the Improvements until receiving written approval by the Director, but such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in the preparation of such plans and specifications. 3. Upon completion of the construction and installation of the Improvements, there shall be no other encroachments in, under, on or above the surface area of the Public Right-of-Way, except as described herein and depicted on Exhibit"A". 4. Licensee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment, use and occupancy, including the securing of approval and consent from any affected utility companies and the appropriate agencies of the State of Texas and its political subdivisions. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance or existence of such encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as determined in the reasonable discretion of the Director of Transportation and Public Works, or his or her duly authorized representative. 5. Upon prior written notice to Licensee, except in the case of an emergency, Licensee agrees that City may enter and utilize the referenced areas at any time for the purpose of installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety and welfare of the public or for any other public purpose. City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Improvements installed by Licensee, but City will make reasonable efforts to minimize such damage. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is 2015 ROW Encroachment Agreement-Commercial Page 2 of 12 rev.02/2015 Page 3 of 17 made more costly by virtue of the construction, maintenance or existence of the Improvments and use, Licensee shall pay to City an additional amount equal to such additional cost as reasonably determined by the Director of Transportation and Public Works or the Director of the Water Department, or said Director's duly authorized representative. 6. Licensee agrees to pay to City at the time this Agreement is requested an application fee of$325.00 in order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement. Licensee agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter. 7. The term of this Agreement shall be for 30 years commencing on the date this Agreement is executed by City. However, this Agreement shall terminate upon Licensee's non-compliance with any of the terms of this Agreement. City shall notify Licensee in writing of the non-compliance, and if not cured within 30 days, this Agreement shall be deemed terminated unless such non-compliance is not susceptible to cure within 30 days, in which case this Agreement shall be deemed terminated in the event that Licensee fails to commence and take such steps as are necessary to remedy the non-compliance within 30 days after written notice specifying the same, or having so commenced,thereafter fails to proceed diligently and with continuity to remedy same. 8. Upon termination of this Agreement, Licensee shall at no expense to City remove the Improvements encroaching into the Public Right-of-Way, and restore the Public Right-of-Way to a condition acceptable to the Director of Transportation and Public Works, or his or her duly authorized representative, in accordance with then-existing City specifications. It is understood and agreed by Licensee that if this Agreement terminates and Licensee fails to remove the Improvements and restore the Public Right-of-Way, Owner hereby gives City permission to remove the Improvements along with any supporting structures, restore the Public Right-of-Way, and assess a lien on the Property for the costs expended by the City in taking such actions. 9. It is further understood and agreed between the parties hereto that the Public Right-of-Way to be used and encroached upon as described herein, is held by City as trustee for the public; that City exercises such powers over the public right-of way as have been delegated to it by the Constitution of the State of Texas or by the Texas Legislature; and that City cannot contract away its duty and its legislative power to 2015 ROW Encroachment Agreement-Commercial Page 3 of 12 rev.02/2015 Page 4 of 17 control the Public Right-of-Way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the Public Right-of-Way to be used for any other public purpose, including but not limited to, underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall terminate upon 60 days' written notice to Licensee. In the event this Agreement is terminated under this Section 9, Licensee shall perform the obligations regarding removing the Improvements and restoring the Public Right-of-Way described in Section 8. 10. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain and locate the Improvements over or within the described Public Right-of-Way and is not a conveyance of any right, title or interest in or to the Public Right-of-Way nor is it meant to convey any right to use or occupy any property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permissions before occupying such property. 11. Licensee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of the Improvements, encroachment and uses. 12. Licensee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. 13. Licensee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of City, and Licensee shall have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respondeat superior shall not apply as between City and Licensee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Licensee. 14. 2015 ROW Encroachment Agreement-Commercial Page 4 of 12 rev.02/2015 Page 5 of 17 LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND ELECTED OFFICIALS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE IMPROVEMENTS AND ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE IMPROVEMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES,OR TRESPASSERS. 15. While this Agreement is in effect, Licensee agrees to furnish City with a Certificate of Insurance naming City as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as described or depicted in Exhibit"A". The amounts of such insurance shall be not less than $1,000,000 Commercial General Liability with the understanding and agreement by Licensee that such insurance amounts may be revised upward at City's option and that Licensee shall so revise such amounts promptly following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least 30 days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit "B" and incorporated herein for all purposes. Licensee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Licensee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 2015 ROW Encroachment Agreement-Commercial Page 5 of 12 rev.02/2015 Page 6 of 17 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay the fees to record this Agreement in the Real Property Records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. 17. In any action brought by the City for the enforcement of the obligations of the Licensee,City shall be entitled to recover interest and reasonable attorney's fees. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this Agreement without the prior written approval of the City, andany attempted assignment without such written approval shall be void. In the event Licensee conveys the Property, Licensee may assign all of its rights and obligations under this Agreement to the new owner of the Property, and Licensee shall be deemed released from its duties and obligations hereunder upon City's approval in writing of such assignment, which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to a secured lender by Licensee in the event of default or otherwise shall not require City approval provided that said lender notifies City in writing within 60 days of such foreclosure or assignment and assumes all of Licensees' rights and obligations hereunder. However, no change of ownership due to foreclosure or assignment to any secured lender of Licensee shall be effective as to City unless and until written notice of such foreclosure or assignment is provided to City. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATIONS CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. Any cause of action for breach of this Agreement shall be brought in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. 21. This Agreement shall be binding upon the parties hereto, their successors and assigns. 2015 ROW Encroachment Agreement-Commercial Page 6 of 12 rev.02/2015 Page 7 of 17 [SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 ROW Encroachment Agreement-Commercial Page 7 of 12 rev.02/2015 Page 8 of 17 THIS AGREEMENT may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. City: Licensee: CITY OF FORT WORTH, Sinclair Holdings LLC By: By: Randle Harwood Name. Farukh Aslam Director Title: Partner Planning and Development Department Date:_ 01 , 2 ATTEST: Approved As To Form and Legality RT..1'li OX .. O U�. City Se cre ry ` * Assistant City Attorney TExpS NO M&C REQUIRED 2015 ROW Encroachment Agreement-Commercial Page 8 of 12 — rev.02/2015 Page 9 of 17 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 201 Z by Randle Harwood, Director of the Planning and Develo ent Department of the City of Fort Worth, on behalf the City of Fort Worth. Not"WC, State of Texas After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Throckmorton Street Fort Worth TX, 76102 2015 ROW Encroachment Agreement-Commercial Page 9 of 12 rev.02/2015 Page 10 of 17 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Farukh Aslam Partner (title), known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of Sinclair Holdings LLC a Limited Liability Co. and in the capacitytherein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this IQ �day of - Notary Public in and for the �+ ;• DINACHRYW State of Texas += My Nor ID#129908992 Expira August 5,2018 2015 ROW Encroachment Agreement-Commercial Page 10 of 12 rev.02/2015 Page 11 of 17 - I LEGAL DESCRIPTION OF THE PROPERTY Lots 1-4 and 9-11 Block 84, Original Town of Fort Worth, Unrecorded Plat. 2015 ROW Encroachment Agreement-Commercial Page 11 of 12 rev.02/2015 Page 12 of 17 EXHIBIT"A" Location and Description of Encroachment and Improvements 2015 ROW Encroachment Agreement-Commercial Page 12 of 12 rev.02/2015 Page 13 of 17 ATTACHMENT A LOCATION MAP / 1 n �p <01 0 L ELLA I B 8 y � T X S y 19TH w w 1 T G � Y _ g 0 U PROJECT LOCATION N GRAPHIC SCALE:NOT TO SCALE I. PROJECT:19 BA LOCATION MAP=MB IRD, HAMPTON&BROWN, INC. The Sinclair Building Redevelopment ENGINEERING&SURVEYING 512 Main Street,Fort Worth,TX 76102 SCALE: NOT TO SCALE SHEET 6300 Ridglea Place,Ste 700 Fort Worth,TX 76116 Tel:817338-1277 Fax:817-338-9245 DATE: 1114116 Exh C 1.1 TSPE Firm 000044 E-Mall:mall@bhbinc.com Web Site:w .bhbinc.com TBPLS FIRM 10011300 DRAWN BY: LM BHB PROJECT No:2014.178.000 CHECKED BY: TS 1 of 2 Page 14 of 17 ATTACHMENT A THE SINCLAIR BUILDING 18' ® ¢ a C �1-01 1 6 D a B 1TH 0"" AD ENCROACHMENT Fr WpR AREA 79 SF 0 GLASS PAVER PANEL, TYP. ENCROACHMENT 0 1 ,0 AREA 78 SF BIpGKpR1G ADD SINCLAIR BLDG Ff WORTH \ ENCROACHMENT ENCROACHMENT ENCROACHMENT AREA 75 SF F AREA 76 S AREA 91 SF ENCROACHMENT LOT 9Ba rn N AREA 72 SF FT. WORTH ORIG ADD 1 1 .04' 00 TYP. - - - -J 6.5' W 5th Street ENCROACHMENT L ENCROACHMENT AREA 92 SF AREA 91 SF l b DESCRIPTION 0 UANTITY ENCROACHMENT SF GLASS PAVER PANELS 8 VARIES TOTAL= 654 zo 10 0 20 ao GRAPHIC SCALE IN FEET PROJECT: ENCROACHMENT EXHIBIT 1E3BAIRD, HAMPTON&BROWN, INC. The Sinclair Building Redevelopment ENGINEERING&SURVEYING 512 Main Street,Fort Worth,TX 76102 SCALE; 1"=20'-0" SHEET 6300 Ridglea Place,Ste 700 Fort Worth,TX 76116 Tel:817338-1277 Fax:817-338-9245 DATE: 11/4116 Exh C 1.2 TBPE Finn 000044 E-Mail:ma8@bhbinc.com Web Site:w Jchbinc.00m TBPLS FIRM 1001130D DRAWN BY: LM BHB PROJECT No:2014.178.000 CHECKED BY: TS 202 I Page 15 of 17 AC�® DATE(MM/DD/YYYY) �, CERTIFICATE OF LIABILITY INSURANCE17 s/s/2o(M THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on I this certificate does not confer eights to the certificate holder in lieu of such endorsements. PRODUCER CONTACT NAME_Linda Smith, CISR,ACSR I Higginbotham Insurance Agency, Inc. PHONE 817-349-2282 FAX 817-882-9284 500 W. 13th E-MAIL Fort Worth,TX 76102 .Ismith@higginbotham.net INSURERS AFFORDING COVERAGE NAIC# INSURERA:Monroe Guaranty Insurance Company 32506 INSURED S I N C L INSURER B: Sinclair Holdings LLC INSURER C: 515 Houston St.#800 Fort Worth,TX 76102 INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 1685061375 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AO POLICY EFF POLICY EXP LIMITS LTR IN D WVD POLICY NUMBER M DD M DD A X COMMERCIAL GENERAL LIABILITY CPP001772604 12/12/2016 12/12/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X�OCCUR DAMAGE TO RENTED PREMISES Eaoccurtence $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑PRO JECT 51 LOC PRODUCTS-COMP/OP AGG $Included OTHER: $ COMBINED AUTOMOBILE LIABILITY Ea accident SINGLE L LIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY per acc dent $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED ` RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I JER ANY PROPRIETDR/PART NER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If as,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability policy includes a blanket automatic additional insured endorsement that provides additional insured status to the Certificate holder and a blanket Waiver of Subrogation endorsement, only when there is a written contract between the named insured and the certificate holder that requires such status. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 Texas Street ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth,TX 76102 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 16 of 17 Contract Compliance Manager By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. M� 17'eS.Morales Development Manager Page 17 of 17 MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth,TX 76196-0401 PHONE(817)884-1195 CITY OF FORT WORTH 1000 THROCKMORTON ST FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH/DEVELOPMENT& PLANNING DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 8/24/2017 10:34 AM Instrument#: D217195755 A 17 PGS $76.00 By: D217195755 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 7 of 7 Rev 04/2020 4835-8138-3634v.I Exhibit B,Revised ­--mm"N TWAIFIN-01 ASEENER . 11.w 0 CERTIFICATE OF LIABILITY INSURANCE DAT127/2DIY1 �� 1/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ami Seener NAME: Smith McGehee PHONE FAX 222 S.Central Suite 700 (AIC,No,Ext):(314)732-4474 (A/c,No):(314)394-1751 Clayton,MO 63105 E-MAIL ESS:aseener@smis.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Admiral Insurance Company 24856 INSURED INSURER B: Twain GL XIII,LLC INSURER C: 2200 Washington Ave INSURER D: St.Louis, MO 63103 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MMIDDIYYW A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CA000040556-01 1/11/2021 1/11/2022 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JEo LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per.cadent $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTN ERIEXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:512 Main Street,Fort Worth TX 76102 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Fort Worth:CFA Office-PN21-D0017,PN21-00018, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PN21-00019,PN21-00020, PN21-00021 200 Texas Street Fort Worth,TX 76102 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD