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HomeMy WebLinkAboutContract 47464 uN sECMAWL cOM MO. Nqtf_�� EASEMENT ENCROACHMENT LICENSE AGREEMENT Commercial THIS AGREEMENT is made and entered into by and between THE CITY OF FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"), acting by and through its duly authorized City Manager, its duly designated Assistant City Manager or Planning and Development Director, and FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing finance corporation ("Fee Owner"), and RESERVE AT QUEBEC, LLC, a Texas limited liability company("Ground Lessee"). RECITALS WHEREAS, Fee Owner is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in Legal Description attached hereto (the"Property"); and WHEREAS, Ground Lessee is the owner of the leasehold estate in the Property pursuant to that certain Ground Lease executed by and between Fee Owner, as landlord, and Ground Lessee, as tenant, a memorandum of which shall be recorded contemporaneously herewith in the Deed Records of Tarrant County,Texas; WHEREAS,the City has a street right of way, storm drain easement, sanitary sewer line easement and water line easement (collectively, the "Easement") on the Property as shown on the map attached to this Agreement as Exhibit"A"and incorporated herein for all purposes;and WHEREAS, Ground Lessee desires to construct/place and maintain certain improvements which will encroach onto the Easement; and WHEREAS, City will allow the encroachment under the terms and conditions as set forth in this Agreement to accommodate the needs of the Ground Lessee. NOW,THEREFORE,the City, Fee Owner and Ground Lessee agree as follows: AGREEMENT 1. City, in consideration of the payment by the Ground Lessee of the fee set out below in Section 4 and covenants and agreements hereinafter contained, to be kept and performed by Ground Lessee,hereby grants permission to Fee Owner and Ground Lessee to encroach upon and occupy a portion of the City's Easement for the purpose of constructing, maintaining, modifying and replacing a private monument sign, wrought iron fence, irrigation line, sanitary sewer line, and a storm drain line (collectively, the "Encroachment") as described in and at the location shown on Exhibit "A" but only to the extent shown thereon. Upon completion of the Encroachment, Ground Lessee agrees to be responsible for maintaining the Encroachment within and above the Easement. Neither Fee Owner nor Ground Lessee shall expand or otherwise cause the Encroachment to further infringe in or on City's Easement beyond what is specifically described in the Exhibit(s)attached hereto. 2015 Easement Encroachment A �F�9�U��RECORD-Commercial Agreement 6�VXz se rl Page 1 of 13 Reserve at Quebec,LLC ry�P_� qp Rev.02/2015 2. All construction,maintenance and operation in connection with such Encroachment, 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 direction of either the Director of the Transportation and Public Works or the Director of the City's Water Department,or his or her duly authorized representative. Ground Lessee shall submit all plans and specifications to the appropriate Director or his or her duly authorized representative prior to the construction of the Encroachment. City hereby acknowledges that Ground Lessee has submitted all required plans and specifications and has received approval to begin construction of the Encroachment,but such approval shall not relieve Ground Lessee of responsibility and liability for concept,design and computation in the preparation of such plans and specifications. 3. Upon prior written notice to Fee Owner and Ground Lessee, except in the case of an emergency, Fee Owner and Ground Lessee agree 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 Encroachment installed by Ground Lessee, 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 made more costly by virtue of the construction,maintenance or existence of the Encroachment and uses provided for in this Agreement, Ground Lessee shall pay to City an amount equal to such additional cost as reasonably determined by either the Director of Transportation and Public Works or the Director of the Water Department, or said Director's duly authorized representative. 4. Ground Lessee 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. 5. The term of this Agreement shall be for 30 years, commencing on the date this Agreement is executed by City to be followed by one automatic renewal with a term of 10 years. However, this Agreement shall terminate upon Fee Owner's or Ground Lessee's material non- compliance with any of the terms of this Agreement after notice and opportunity to cure as described herein. City shall notify Fee Owner, Ground Lessee, and DOUGHERTY MORTGAGE LLC and its successors and assigns ("Lender")in writing of the non-compliance, and if not cured within 120 days, this Agreement shall be deemed terminated, unless such non- compliance is not susceptible to cure within 120 days, in which case this Agreement shall be deemed terminated in the event that Fee Owner or Ground Lessee, as applicable, fails to commence and take such steps as are necessary to remedy the non-compliance within 120 days after written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. Lender may, but is not required, to take curative 2015 Easement Encroachment Agreement-Commercial Page 2 of 13 Reserve at Quebec,LLC Rev.02/2015 action on behalf of either Fee Owner or Ground Lessee, and City agrees to accept such curative action from Lender as though such action had been performed by Fee Owner or Ground Lessee. Notwithstanding the foregoing, if Lender or the United States Department of Housing and Urban Development ("HUD") should acquire the Property, Ground Lessee's leasehold estate in the Property and/or Ground Lessee's ownership interests in any improvements on the Property either (a)as the result of foreclosure or(b)through a deed in lieu of foreclosure, City shall not deem this Agreement terminated under this Section and this Agreement shall remain in full force and effect. NOTICE Notices required pursuant to Section 5 of this Lease shall be conclusively determined to have been delivered when(i)hand-delivered to the other party, its agents,employees, servants or representatives,or(ii)deposited in the United States Mail,postage prepaid, addressed as follows: City: Fee Owner: City Attorney's Office Fort Worth Housing Finance Corporation 1000 Throckmorton Street 1000 Throckmorton Street Fort Worth,TX 76102 Fort Worth, TX 76102 Attention: Vicki Ganske Attention: General Manager Telephone: 817-392-7765 Telephone: 817-392-2661 Copies to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention:Assistant Director Telephone: 817-392-2661 Ground Lessee: Lender: Reserve at Quebec, LLC Dougherty Mortgage LLC c/o Fort Worth Housing Finance Corporation 90 South Seventh Street 1000 Throckmorton Street Suite 4300 Fort Worth,TX 76102 Minneapolis, Minnesota 55402 Telephone: 817-392-7540 Attn: FHA Servicing Copies to: MV Residential Development,LLC 9349 WaterStone Drive Cincinnati, OH 45249 Attention: Brian McGeady Telephone: 513-558-2694 2015 Easement Encroachment Agreement-Commercial Page 3 of 13 Reserve at Quebec,LLC Rev. 02/2015 Dinsmore and Stohl LLP Fifth Third Center One South Main Street, Suite 1300 Dayton, Ohio 45402 Attention: Frederick J. Caspar Telephone: (937)449-2818 6. It is further understood and agreed between the parties hereto that the Easement 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 Easement 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 control the Easement 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 Easement to be used for any other public purpose, that does not preclude the use of the Encroachment on the Property, including but not being limited to underground, surface or overhead communication, drainage, sanitary sewage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not,that the parties agree to negotiate in good faith in order to accommodate the Encroachment and the public purpose. 7. GROUND LESSEE 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 ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND GROUND LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. GROUND LESSEE 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 ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF GROUND LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. NOTWITHSTANDING THE FOREGOING, AS LONG AS THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ("HUD") OR ITS SUCCESSORS OR ASSIGNS IS THE INSURER OR HOLDER OF THE DEED OF TRUST LIEN CREATED BY THAT CERTAIN MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT FROM GROUND LESSEE, AS BORROWER, TO KARL V. HUNTER,AS TRUSTEE,FOR THE BENEFIT OF DOUGHERTY MORTGAGE LLC,A DELAWARE LIMITED LIABILITY COMPANY ("LENDER"), AS LENDER, GROUND 2015 Easement Encroachment Agreement-Commercial Page 4 of 13 Reserve at Quebec,LLC Rev. 02/2015 LESSEE'S OBLIGATIONS HEREUNDER TO INDEMNIFY AND HOLD HARMLESS THE CITY SHALL BE LIMITED TO ANY "SURPLUS CASH" AS SUCH TERM IS DEFINED IN THE REGULATORY AGREEMENT FOR MULTIFAMILY PROJECTS EXECUTED BY AND BETWEEN GROUND LESSEE AND HUD. ADDITIONALLY, SUCH INDEMNFIICATION OBLIGATIONS SHALL NOT APPLY TO LENDER OR HUD IF EITHER BECOMES A SUCCESSOR IN INTEREST TO GROUND LESSEE. 8. While this Agreement is in effect,Ground Lessee 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 general liability insurance covering all public risks related to the proposed use and occupancy of public property as located and described 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 Ground Lessee that such insurance amounts may be revised upward at City's option and that Ground Lessee shall so revise such amounts as soon as commercially possible following notice to Ground Lessee 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. Ground Lessee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement Ground Lessee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such general liability insurance at all times during the term of this Agreement and until the removal of the Encroachment. All insurance coverage required herein shall include commercially standard coverage of all Ground Lessee's contractors and subcontractors. 9. Ground Lessee agrees to deposit with City when this Agreement is executed a sufficient sum of money in an amount necessary to pay 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. 10. Ground Lessee 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, if applicable,of the Encroachment and uses. 11. Ground Lessee 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. 2015 Easement Encroachment Agreement-Commercial Page 5 of 13 Reserve at Quebec,LLC Rev.02/2015 12. Ground Lessee 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 Ground Lessee 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 Ground Lessee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Ground Lessee. 13. Fee Owner and Ground Lessee agree and acknowledge that this Agreement is solely for the purpose of permitting Fee owner and Ground Lessee to construct, maintain and locate the Encroachment over or within the Easement and is not a conveyance of any right, title or interest in or to the Easement nor is it meant to convey any right to use or occupy property in which a third party may have an interest. Ground Lessee agrees that it will obtain all necessary permissions before occupying such property. 14. In any action brought by the City for the enforcement of the obligations of the Ground Lessee, City shall be entitled to recover interest and reasonable attorney's fees. 15. The parties agree that the duties and obligation contained in Section 3 shall survive the termination of this Agreement. 16. Except as otherwise provided in this Section 16, Ground Lessee and Fee Owner each covenant and agree that it will not assign all or any of its rights, privileges or duties under this Agreement without the written approval of City, and any attempted assignment without such written approval shall be void. In the event Fee Owner conveys the fee estate to the Property,Fee Owner may assign all of its rights and obligations under this Agreement to the new fee owner of the Property. In the event Ground Lessee conveys the leasehold estate to the Property, Ground Lessee may assign all of its rights and obligations under this Agreement to the new owner of the leasehold estate to the Property, and Ground Lessee 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 Fee Owner or Ground Lessee or assignment to a secured lender by Fee Owner or Ground Lessee in the event of default or otherwise shall not require City approval. 17. 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. 2015 Easement Encroachment Agreement-Commercial Page 6 of 13 Reserve at Quebec,LLC Rev.02/2015 18. This Agreement shall be binding upon the parties hereto,their successors and assigns. SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 Easement Encroachment Agreement-Commercial Page 7 of 13 Reserve at Quebec,LLC Rev.02/2015 THIS AGREEMENT may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. CityAdleHa CITRTH By: d Director Planning and evelopment Date: , 20t ATTEST: Approved As To Form and Legality Mary J. r � �,Q�e Paige Meba e City Secretary A*. ° ® Assistant City Attorney Na Fee Owner: �0 FORT WORTH HOU ANCE CORPORATION, a Texas housing finance corporation By: Name: Fernando Costa Title: General Manager Date: Tanuary 28 ,20/6 nFFIC94L RECORD UTIT11FIMETARY r �3 2015 Easement Encroachment Agreement-Commercial Page 8 of 13 Reserve at Quebec,LLC Rev. 02/2015 Ground Lessee: RESERVE AT QUEBEC,LLC a Texas limited liability company By: Reserve at Quebec GP, LLC a Texas limited liability company its Managing Member By: Fort Worth Housing Finance Corporation, a Texas housing finance corporation its Sole Member / By: Fernando Costa, Costa, General Manager 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Reserve at Quebec,LLC Rev.02/2015 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 201_ by Randall Harwood, Director of the Planning and Development Department of the City of Fort Worth,on behalf the City of Fort Worth. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 2 01 by Fernando Costa, General Manager of the Fort Worth Housing Finance C poration, a Texas housing finance corporation,on behalf of such housing finance corporation. TRIKINYA L. JOHNSON �= Notary Public,State of Texas Notary P blic, St of Texas My Commission Expires April 17, 2018 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on Zb' 2D) o by Fernando Costa, General Manager of the Fort Worth Housing Finance Corp ation, acting as the Sole Member of Reserve at Quebec GP LLC, a Texas limited liability company, acting as the Managing Member of Reserve at Quebec, LLC, a Texas limited liability company, on behalf of such limited liability company. TRIKINYA L. JOHNSON Notary PuVic, Stat f Texas -1i V= Notary Public.Sfota of Texas My Commission Expires - April 17, 2018 After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Throckmorton Street Fort Worth TX,76102 2015 Easement Encroachment Agreement-Commercial Page 10 of 13 Reserve at Quebec,LLC Rev.02/2015 LEGAL DESCRIPTION OF THE PROPERTY Lot 1R2,Block 3,Landmark Quebec Addition, an Addition to the City of Fort Worth, Tarrant County, Texas,according to plat recorded in Document No. , Plat Records of Tarrant County, Texas 2015 Easement Encroachment Agreement-Commercial Page 11 of 13 Reserve at Quebec,LLC Rev.02/2015 EXHIBIT"A" Map of Encroachment and Easement 2015 Easement Encroachment Agreement-Commercial Page 12 of 13 Reserve at Quebec,LLC Rev.02/2015 ` 1 LEGEND IENCROACHMENT HATCH — — PUBLIC U7ILITY EASEMENT l +I PUBLIC WA7ER LINE Ex-18'ss PUBLIC SEWER I A ENTRY MONUMENT 11 12 ENTRY MONUMENT ENCROACHMENT W/ RIGHT—OF—WAY + O / t \` QUEBEGST.— (! DETAILED VIEW 4j i 1 ;' I (111 =301) ENTRY MONUMENT J 1� I AZ t' r � l � ; I ; 4i 2 'I l Of Ff �u I � / ' 0 100 200 SCALE: 111= 100 ft. AwDUNAWAYENTRY w HIN RIGHT-OF-WAYMENT MENT 550 Bailey Avenue• l:8 400• 1ort Worth,Texas 76107 EXHIBIT A Tel: RIEG.7. F5.114) (TX REG, F•1114) a 3 LU o W w � o V o LL II C7 d c o C7 1 - I I �— ��' /I a IIII a LLI o p I I j� I p p IIII I Z C o p III 3 p W p I Z uw LLI W I W I p III z � L.0LU Z II �j I I p p o o a o p IIII I U N z LLI � 1I o0 0 0 00 0 0 o IIII LL Li Li o 0 0 0 0 0 0 0 W 31` 2 a 3 fivpyuawpeoiw3 a�✓ad1Rq!W31aNl]��aa�by Iuauyaeo�w316001aauapuodsauvl\I19t1009t W\OOSuo0.�Po�dl�ualsAs ay\4W�W1\�HLtld3lia Wd LE:9:1tl 5i0Z'IZ faWma�'Aepugd:pip pauep'P�e^'Wi:A9 03l101d : IG Q N — LL O QW e q LLJ Lu IgV� LD J A ZV�z� 3 WWOCQJ. of JZ3 6 U W E� \ 2in2�12N a J 0 I a = III ZX Z III 0 W 2 2 III ZZ O I� az W / I - Ll / I 'III I IIII � 113 bl � I y3trk.sl 3 \ , O \ 63 8 8 0 � bvy'1V 491�+NT�+av3 dRd uaYe6w11n'9'4�31aJu11'+'a+'a:6y wxy4�eonu3lt00\awapuodsaLojlTt9i\009100\005'w4anpoid\waists ay\yya•ny\\H Va3 IA 10:5:1V 91 OZ HOZ Alen veC'Aepsaup IVNO Ila _AB C3 Old ! \ , # M O i ® ` § § ) ) ) k2 LU I � � � w \\|\� . � ` \■�km I 22221 s §|k§k| ' ■<)G,� ~ y� � |�`°■, LU w — . a(\ ) e Z X D LU � U w x x \ x \§44 �a / / \ LEGEND H I I H I ENCROACHMENT HATCH H PUBLIC UTILITY EASEMENT _ I w PUBLIC WA7ER LINE aa-ia ss PUBLIC SEWER PRI VA 7E STORM 3 I xo a a I5' STORM EASEMENT 60" EXIST PUBLIC FM�NAy� STORM T 30 UBLIC 8" EXIST PUBLIC w RI VA M SEWER SEWS '°% EXIST. s MANHOLE 1+00 i 9 SANITARY SEWER ENCROACHMENT W/ A SEWER / SEWER/STORM LINE EASEMENT E ROA T W o STOR NE NT 273 STORM AND SAN/Tq/�y EASEMENT o IIy I ' W PLAN 1" = 50' v 1 I = a Z o U O 4V CO O frim2� 2 Wti p Von / 00 0O02�b / �U�J �2p O H UV Ni4� � l J I• �� ' II /STORM „ I I IDJORA/N I E � � I I in SINDRA o ORA/N N N _ N NOTE. 6" PRIVATE PROFILE REVERSED SEWER o p b O Oi FROM PLAN VIEWe o+oo l++oo PROFILE 1" = 100' A%:DUNAWAY PRIVATE SEWER ENCROACHMENT WITH 550 Bailey Avenue•Sufte 400•Fort Worth,Texas 76107 PUBLIC STORM EASEMENT m Tel=817.335.1121 w (1X REG,F-1174) EXHIBIT A 0 J d I LEGEND II ENCROACHMENT HATCH I I I PUBLIC U7/LITY EASEMENT PUBLIC WATER LINE 18y�TEI ola,ss PUBLIC SEWER I T RM I I I PRIVATE STORM I I IIII 112' RI VAT STOR e � b I -- - - - - - 15" PRI TORM - - -- I 'c i w0 a I li L I 15" PRI VAT STO M o � � 3 v W E � v W E 1 STORM LINE ENCROACHMENT W/ WA TER LINE EA SEMEN T Q' w V OQ o s m PLAN 1" = 50' s 700 700 s _ EXISTING GROUND - FINISHED GROUND O - a E -690 - i 690 12" PRIVATE STORM 15" PRIVATE STORM ErL O 2 Q d 680 __ d —PUBLIC-8=NATER-NN N n E 0+50 1+00 2+00 D 12 T PROFILE 1" = 100' z 1' DUNAWAy PRIVATE STORM DRAIN ENCROACHMENT WITH PUBLIC WATER LINE EASEMENT 3 = 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 Tel: C,F5_„-1714)2' EXHIBIT A o VXWC,F w O J d EXHIBIT B MVCOM-1 OP ID:SJ A 4c"j?Q-' DATE(M MIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 11/24/2015 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(les)must 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 The ROehr Agency PHONE Linda Perry FAX 8035 Hosbrook Rd.Suite 100 AIC No Ext:513-985-0353 Alc No,513-985-0359 Cincinnati,OH 45236 E-MAIL Alvin F.Roehr,Jr. ADDRESS:(perry@roehrins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Insurance Company 10677 INSURED MV Residential Construction INSURER B: MV Residential Development MVRCTCHP,LLC INSURERC: _ Reserve at Quebec LLC INSURER D: 9349 Waterstone Blvd#200 Cincinnati,OH 45249 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 DD BR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDD/YYYY MMIDDNYYY GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CPP0895298 09/26/2015 09/26/2016 DA AGE TO RENTED 50,00C PREMISES Ea occurrence $ � CLAIMS-MADE OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY JECTPRO- X LOC j Emp Ben. $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - 1,000,000 Ea accident $ A ANY AUTO CPP0895298 09/26/2015 09/26/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS — _ i X HIRED AUTOS X NON-OWNED PROPERTYDAMAGE $ 1 AUTOS PER ACCIDENT $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 20,000,000 A X EXCESS LIAB CLAIMS-MADE CPP0895298 09/26/2015 09/26/2016 AGGREGATE $ 20,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION X WC STATU- I -1 H- AND EMPLOYERS'LIABILITY TORY LIMITS ER _ A ANY PROPRIETOR/PARTNER/EXECUTIVEYINWC2121860 10/01/2015 10/01/2016 E.L.EACHACCIDENT $ 500,000 OFFICERWEMBER EXCLUDED? NIA -- - (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: 3264 Northwest Center Drive, Tarrant County, Fort Worth, TX 76135 City of Fort Worth Texas as Additional Insured Work Comp includes Waiver of Subrogation in favor of City of Fort Worth Texas CERTIFICATE HOLDER CANCELLATION CITYFOR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Cit of Fort Worth Texas THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS. Department of Development David Schroeder,Planner 1000 Throckmorton Street AUTHORIZED REPRESENTATIVE Fort Worth,TX 76102 k i ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THAT TEXAS HEALTH RESOURCES, a Texas non-profit corporation ("Grantor"), for and in consideration of the sum of$10.00 and other good and valuable consideration paid to Grantor by Fort Worth Housing Finance Corporation, a Texas housing finance corporation (hereinafter called `Urantee," whether one or more, masculine, feminine or neuter) the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does hereby GRANT, SELL AND CONVEY unto Grantee, all of that certain real property situated in Tarrant County, Texas, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, together with all rights, ways, privileges and appurtenances pertaining thereto (collectively, the "Property"). This Special Warranty Deed and the conveyance set out above is executed by Grantor and accepted by Grantee subject to the restrictions set out herein and the matters described in Exhibit "B" attached hereto and incorporated herein by this reference,to the extent the same are validly existing and applicable to the Property (the reservations, restrictions, and matters set out in Exhibit "B" are referred to herein collectively as the Permitted Encumbrances). TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns,to WARRANT AND FOREVER DEFEND all and singular the title to the Property unto said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by,through, or under Grantor, but not otherwise, subject to the Permitted Encumbrances. All ad valorem taxes and assessments for the Property for the current calendar year(other than any rollback taxes which may be assessed against the Property for which Grantor is solely responsible) have been prorated by the parties hereto as of the date of this Special Warranty Deed and by acceptance hereof Grantee hereby expressly assumes liability for the payment thereof for the current calendar year and for subsequent years. Special Warranty Deed—Page 1 EXCEPT AS SET FORTH IN THAT CERTAIN CONTRACT OF SALE DATED AS OF AUGUST 26, 2015, EXECUTED BY GRANTOR AND MV RESIDENTIAL LAND LLC, AS BUYER (SUCH CONTRACT OF SALE BEING SUBSEQUENTLY ASSIGNED TO MV AFFORDABLE HOUSING LLC ("MV") ON NOVEMBER 5, 2014, AND THEN ASSIGNED FROM MV TO GRANTEE ON 2016); AMENDED BY THAT FIRST AMENDMENT DATED JANUARY 9, 2015; SECOND AMENDMENT DATED MARCH 30, 2015; THIRD AMENDMENT DATED APRIL 13, 2015; FOURTH AMENDMENT DATED MAY 29, 2015 AND FIFTH AMENDENT DATED JULY 1, 2015, EACH EXECUTED BY GRANTOR AND MV, GRANTOR HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE AFFIRMS THAT IT (i) WILL OR HAS INVESTIGATED AND INSPECTED THE PROPERTY AND IS FAMILIAR AND SATISFIED WITH THE PHYSICAL CONDITION OF THE PROPERTY AND (ii) WILL OR HAS MADE ITS OWN DETERMINATION AS TO 1) THE MERCHANTABILITY, QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE AND OTHER ENVIRONMENTAL CONTAMINATION, AND 2) THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE HEREBY ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS"INCLUDING ENVIRONMENTAL, AND ACKNOWLEDGES THAT (i) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND (ii) THAT GRANTOR SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OR ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY, EXCEPT AS SPECIFIED IN THIS CONTRACT. GRANTEE AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISKS WITH RESPECT' TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON- APPARENT OR LATENT, TO THE EXTENT SUCH CLAIMS ARISE DUE TO GRANTEE'S ACTS FIRST OCCURRING ON OR AFTER THE CLOSING DATE. EXECUTED TO BE EFFECTIVE THE DAY OFJANUARY, 2016. GRANTOR: TEXAS HEALTH RESOURCES, a Texas non-profit corporation By: Special Warranty Deed—Page 2 Barclay E.Berdan, Senior Executive Vice President/Chief Operating Officer Special Warranty Deed—Page 3 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of , 2016, by Barclay E. Berdan, Senior Executive Vice President/Chief Operating Officer of TEXAS HEALTH RESOURCES, a non-profit corporation, on behalf of said corporation. Notary Public, State of Texas Printed name: Commission expires: AFTER RECORDING RETURN TO: Shackelford, Melton, McKinley& Norton, LLP 9201 N. Central Expressway, Fourth Floor, Dallas, Texas 75231 Attention: Michelle Snedden, Esq. Special Warranty Deed—Page 4 EXHIBIT"A" PROPERTY DESCRIPTION Special Warranty Deed—Page 5 EXHIBIT`B" PERMITTED ENCUMBRANCES Special Warranty Deed—Page 6 8x//2015 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL /AGENDA FORTpre- COUNCIL ACTION: Approved on 7/28/2015 DATE: 7/28/2015 REFERENCE C-27399 LOG NAME: 17NS NO.: RESERVEATQUEBECUPDATE2 CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Amend Mayor and Council Communication C-27220 for the Development of the Reserve at Quebec Apartments to Authorize Expenditure of HOME Investment Partnerships Program Grant Funds of$2,000,000.00 to MV Affordable Housing LLC, in the Form of a Subordinate Forgivable Loan, Authorize Execution of Contract, Approve Assignments of Contract and Loan Documents and Approve Waiver of Certain Related Development Fees Estimated at$204,000.00 (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Amend Mayor and Council Communication C-27220 for the development of the Reserve at Quebec Apartments to authorize expenditure of$2,000,000.00 of HOME Investment Partnerships Program grant funds to MV Affordable Housing LLC, in the form of a subordinate deferred forgivable loan; 2. Authorize the City Manager or his designee to execute a HOME contract for the development with MV Affordable Housing LLC,for the$2,000,000.00 forgivable loan for a five year term beginning on the date of execution of the contract; 3. Authorize the City Manager or his designee to extend the HOME contract for two one-year extensions if such extension is necessary for completion of the development; 4. Authorize the City Manager or his designee to amend the HOME contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; 5. Authorize the acceptance of an assignment to City by MV Affordable Housing LLC, of the loan documents for the $2,000,000.00 forgivable loan made by MV Affordable Housing LLC,.to Reserve at Quebec, LLC, and approve the assignment by MV Affordable Housing LLC, of the related HOME contract to Reserve at Quebec, LLC; 6. Approve the waiver of certain related development fees estimated at$204,000.00 which will count towards the City's match obligation for the HOME Investment Partnerships Program grant funds; and 7. Find that the waiver of such fees serves to carry out the public purpose of providing quality, accessible, affordable housing for low to moderate-income families and individuals in accordance with the City's Comprehensive Plan and Annual Action Plan and that adequate controls are in place through the HOME contract to carry out such public purpose. DISCUSSION: On March 3, 2015, the City Council approved the change in use and expenditure.of$3,500,000.00 of HOME Investment Partnerships Program (HOME) grant funds to the Reserve at Quebec, LLC (Reserve) for the development of the Reserve at Quebec Apartments, a proposed 296-unit mixed http://apps.cfwnet.org/council_packet/mc review.asp?ID=21129&councildate=7/28/2015 1/3 8/712015 M&C Review Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Allison Gray(8187) Additional Information Contact: Chad LaRoque (2661) Avis Chaisson (6342) ATTACHMENTS M V.pdf hUp://apps.cfwnet.org/councll_packet/me review.asp?ID=21129&courr-ildate=7/2812015 313 RESOLUTION NO. FWHFC-2015-03 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS AUTHORIZING THE ACQUISITION OF LAND LOCATED NEAR THE INTERSECTION OF BUDA LANE AND NORTHWEST CENTRE DRIVE FOR THE DEVELOPMENT OF THE RESERVE AT QUEBEC APARTMENTS,ENTERING INTO A LONG TERM GROUND LEASE WITH RESERVE AT QUEBEC,LP FOR THE LAND,AND APPROVING ALL NECESSARY ACTIONS REQUIRED TO ACT AS A DEVELOPER OF THE PROJECT WHEREAS, the City Council of the City of Fort Worth ("City") has adopted the development and revitalization of the City's affordable housing stock as a strategic goal, and the City Council has determinedthat quality, accessible, affordable housing is needed for moderate, low, and very low income City citizens; WHEREAS, the City Council created the Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to the Texas Housing Finance Corporations Act, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing, rehabilitating, and promoting housing, and assisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, the Board of the Corporation has approved an agreement with MV Residential Development LLC ("MV") to develop the Reserve at Quebec Apartments, an approximately 230-unit mixed-income multifamily housing development to be located near the intersection of Buda Lane and Northwest Centre Drive (the "project"). MV will apply for non- competitive 4% Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") as well as multifamily revenue bonds from the Tarrant County Housing Finance Corporation("Tarrant County HFC")to finance a portion of the costs of the project; WHEREAS,the Corporation has agreed to participate in the project by creating Reserve at Quebec GP,LLC (the "GP"), a single purpose entity to serve as general partner of Reserve at Quebec, LP, a Texas limited partnership(the"Partnership")that will own the project. The Board has also approved various actions relating to the creatidn and operation of the GP and other actions necessary for the development of the project; WHEREAS,the Corporation will be the Sole Member of the GP; WHEREAS, an affiliate of MV has contracted to acquire 15.00 acres of land, more or less (the "Land"), on which the project will be constructed and operated and will assign said contract to the Corporation; WHEREAS, the Corporation desires to acquire fee ownership of the Land and, as Landlord, desires to enter into a Ground Lease with the Partnership whereby the Partnership will have a tenant's leasehold estate in the Land; I RESOLUTION NO.FWHFC-2015-03 PAGE 2 WHEREAS, the Partnership desires to enter into a Ground Lease with the Corporation whereby the Partnership will have a tenant's leasehold estate in the Land; WHEREAS, the Corporation, as developer, desires to enter into various agreements, including a Development Fee Agreement with MV, an MV affiliate and the Partnership as necessary or advisable for the development of the project; WHEREAS, the Board of the Corporation desires to: authorize the acquisition of the Land and enter into a long term ground lease with the Partnership for the Land; enter into certain agreements as developer for the project; and, take such other actions necessary or convenient to act as developer and complete the project. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: CONVEYANCE RESOLVED,that the Corporation is authorized to acquire fee ownership of the Land; FURTHER RESOLVED, that the Corporation is authorized to negotiate, approve, and accept a deed conveying fee ownership of the Land to the Corporation and to negotiate, approve, execute and deliver all related property transfer documents, including any assignments, certificates, affidavits, documents, instruments, agreements, consents, statements, and various other writings and documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for such conveyance (collectively, the "Conveyance Documents"); and that the Conveyance Documents in each and every respect are approved and authorized; GROUND LEASE RESOLVED,that the Corporation is authorized to lease the Land to the Partnership; FURTHER RESOLVED, that the Corporation, as landlord, is authorized to negotiate, execute, and deliver a Ground Lease for a period of up to 99 years by which the Land shall be leased by the Corporation to the Partnership, as tenant, and a Memorandum of Lease in recordable form, and to negotiate, execute and deliver all other documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for such lease (collectively, the "Lease Documents"); and that the Lease Documents in each and every respect are approved and authorized; DEVELOPMENT AGREEMENTS RESOLVED, that Corporation is hereby authorized to act as developer and to enter into a Development Fee Agreement for the project with MV and an MV affiliate; RESOLUTION NO.FWHFC-2015-03 PAGE 3 FURTHER RESOLVED, that the Corporation, as developer, is authorized to negotiate, execute, and deliver the Development Fee Agreement along with any other documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for the development of the project (collectively, the "Development Documents"); and that the Development Documents in each and every respect are approved and authorized; ALL CLOSING DOCUMENTS AND AUTHORITY RESOLVED, that the Corporation, in connection with all actions authorized in these Resolutions, and related transactions contemplated thereby, is authorized to negotiate, approve, execute, and deliver the Conveyance Documents, the Lease Documents, the Development Documents, and all such agreements, affidavits, security instruments, notes, assignments, financing statements, documents, instruments, consents, applications, certifications, and other writings of every nature whatsoever as the Corporation deems necessary to consummate the closing of the transactions contemplated by these Resolutions (collectively, the "Closing Documents"), and the Closing Documents in each and every respect are approved and authorized; FURTHER RESOLVED, that Jesus J. Chapa, the General Manager of the Corporation, or Cynthia Garcia, the Assistant General Manager of the Corporation, or their duly appointed successors, or in the absence of such officer, any other duly elected officer of the Corporation (each, the "Executing Officer"), are each hereby fully authorized to negotiate and approve the terms of and to execute and deliver the Closing Documents for and on behalf of the Corporation; FURTHER RESOLVED, that the Executing Officer is hereby authorized and directed for and on behalf of, and as the act and deed of, the Corporation to take such other action in the consummation of the transactions herein contemplated and.to do any and all other acts and things necessary or proper in furtherance of the transactions contemplated by these Resolutions, as the Executing Officer shall deem to be necessary or desirable, and all acts heretofore taken by the Executing Officer to such end are hereby expressly ratified and confirmed as the acts and deeds of the Corporation; FURTHER RESOLVED, that all of the actions, documents, correspondences, recordings, instruments, or other writings that are necessary, advisable, or desirable in order to carry out the foregoing Resolutions, and for the conveyance and leasing of the Land, and the development of the project, for and on behalf of the Corporation, its approval of each to be conclusively evidenced by its execution thereof, are hereby approved; FURTHER RESOLVED, that, to the extent any of the actions authorized by these Resolutions have already been taken by the Corporation or Jesus J. Chapa or Cynthia Garcia, such actions are hereby ratified and confirmed as the valid actions of the Corporation, effective as of the date such actions were taken. RESOLUTION NO.FWBFC-2015-03 PAGE 4 These Resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. Adopted January 6,2015. FORT WORTH HOUSING FINANCE CORPORATION r By: D Sa vador Espino,President