Loading...
HomeMy WebLinkAboutContract 47886 15 fig. CITY SECRETAW 0 CONTRAU 010. Clr{OS�RIVMV pR RIGHT OF WAY ENCROACHMENT AGREEMENT (COMMERM L) 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 herein by and through its duly authorized City Manager, its duly authorized Assistant City Manager or Planning and Development Department Director, and Lancaster Corridor Redevelopment, LLC, a Texas limited liability company "Licensee", acting herein by and through its duly authorized Manager, Jesus Chapa, the owner of the real property located at 250 W. Lancaster, Fort Worth, Texas 76102 ("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 pole lighting for pedestrians at intersections of public access easement on Jennings Ave. and Throckmorton Street, including required conduits (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 cifically described in the Exhibit(s) attached hereto. OFFICIAL RECORD CITY SECRETARY 2015 ROW Encroachment Agreement-Commercial FT. WORTH TX P ge 1 of 12 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. 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 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 2015 ROW Encroachment Agreement-Commercial Page 2 of 12 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. r.. 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 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 2015 ROW Encroachment Agreement-Commercial Page 3 of 12 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. Legislature; and that City cannot contract away its duty and its legislative power to 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 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. 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 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. 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 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. [SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 ROW Encroachment Agreement-Commercial Page 7 of 12 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. 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, Lancaster Corridor Redevelopment,LLC By: By: Randf Harwood Name: Jesus Chapa Director Title: Manager Planning and Development Department Date: 4 , 20_b ATTEST: Approved As To Form and Legality n JA_ 7h oit(City Secretary Assistant City Attorney a OFFICIAL RECORD CITY SECRETARY NO M&C REQUIRED FT.WORTH,TX 2015 ROW Encroachment Agreement-Commercial Page 8 of 12 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 7:1'�AVte, 4_, 201_(P by Randall Harwood, Director of the Planning and Development Department of the City of Fort Worth, on behalf the City of Fort Worth. /-A-1 r� ry licepte of Texa MARYBEL PINA Notary Public,State of Texas My Commission Expires September 10, 2018 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 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. 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 Jesus Chapa, Manager, 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 Lancaster Corridor Redevelopment, LLC and in the capacity therein stated. nn GIVEN UNDER MY HAND AND SEAL OF OFFICE this S day of `QJVt 1 20 ) 1� . r11"'1" LINDA M. HIRRLINGER �—j-N P. U ' V Notary Public,State of Texas Comm.Expires 02.02-2018 Notary Public in and for the %NA•��•••P Notary ID 12414474-6 State of Texas 2015 ROW Encroachment Agreement-Commercial Page 10 of 12 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. LEGAL DESCRIPTION OF THE PROPERTY Lot 1R, Block W, DAGGETT'S ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas 2015 ROW Encroachment Agreement-Commercial Page 1 1 of 13 Lancaster Corridor Redevelopment, LLC—250 W. Lancaster Ave. EXHIBIT"A" Location and Description of Encroachment and Improvements . . . 0000 CODvv C�C�O �'7�0�770rJC�OC�X)L��C��O� 1 a J AREA OF ENCROACHMENT 18.31 SO.FT. TO FADE OF P057 I �-1 a I m i O I � 0 C � Y _I 2'-T 1/2, C) TO FACE OF P05T o I O 571REETLI6Nr 2O•DIA POLE -- —BASE(lYP) ❑ PROPERTY LINE I ❑ I 1 . 1 JJJJJ J- 1[ 'j JJ3 JJ J j' JJUJJJVV J lY{ J J'Ji.JlhJ' stud io0utside PINNACLE PLACE 824 Exposition Avenue,Sura 5 04.27.2016 Dallas,Texas 75224 14044 o 214 954 7160 f 214 954 7161 1/8"=V-0" stoo uoiulslOe.us 2015 ROW Encroachment Agreement-Commercial Page 12 of 13 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. 0 00000 0 ' — 0 y' / WEST 15TH STREET I \ I I I I I I I I I 0000 AREA OF ENCROACHMENT --- --- ------- 13.34 SQ.FT. 4'-b 5/4' TO F AGE OF T W ___ ------------- < __ _______Q U) Z Z Z __ ___ -------- LU 4 a 4'-4 1/4 T FACE OF T STREETLIGHT 20'DIA POLE -- ---- -- BASE(rrP) PROPERTY LINE stud io0utside PINNACLE PLACE 824 Exposition Avenue,Suite 5 04.27.2016 Dallas,Texas 75224 14044 o 214 954 71601214 954 7161 1/8'=V-0" studiooutside.us 2015 ROW Encroachment Agreement-Commercial Page 13 of 13 Lancaster Corridor Redevelopment,LLC—250 W.Lancaster Ave. acORo CERTIFICATE OF LIABILITY INSURANCE DATE 04/2/2016 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 pollcy(ies)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 Tracy Farragut MCGRIFF,SEIBELS&WILLIAMS,INC. NAME. P.O.Box 10265 PHC No, o Ext):800-476-2211 AIC No): Birmingham,AL 35202E-MAILtfarra ut m rrff.com DRSS: g A INSURER(S)AFFORDING COVERAGE NAIC# INSURER A ACE American Insurance Company 22667 INSURED INSURER B Allied World National Assurance Co Jordan Foster Construction,LLC 7700 C.F.Jordan Drive INSURER C: EI Paso,TX 79912 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:VH8TEARH 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 S B POLICY EFF POLICY EXP LIMITS LTR 1 SD WVID POLICY NUMBER MW/DD MM/DD A X COMMERCIAL GENERAL LIABILITY CALHO8878766 05/01/2016 05/01/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENI E15— CLAIMS-MADE FRI OCCUR PREMISES Ee occurrence) $ 300,000 MED EXP(Arty one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,OD0 GEML AGGREGATE LIMrrAPPUES PER GENERAL AGGREGATE $ 2,000,000 POLICY I JECT F—]LOCPRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITYHDOG24557571 05/01/2016 05/01/2017 COaBBIIN dVt)SINGLE LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident Deductible: Comp/Coll 2,500 B X UMBRELLA LIAB X OCCUR 3095712 05/01/2016 05/01/2017 EACH OCCURRENCE $ 10,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $ 10,000,000 DED I I RETEMflONS $ A WORKERS COMPENSATION WLRC47857582 05/01/2016 05/01/2017 X I PER OTH- AND EMPLOYERS'LIABILITY IN AnITE ANY PROPRIETORMARTNERIE7(-Cu Y❑ NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ S S S S DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached tf more space Is required) Project Pinnacle Bank Place Apartments and Pinnacle Bank Place Garage(14069-14070) A Waiver of Subrogation applies in favor of Certificate Holder with respect to Workers'Compensation coverage as required by written contract. Certificate Holder is Additional Insured with respect to General Liability,Automobile Liability and Excess Liability as required by written contract In the event of cancellation by the insurance company(iss)the policy(les)has been endorsed to provide 30 days Notice of Cancellation(except for non payment)to the certificate holder shown below. The above General Liability Policy is afforded on a Primary and Non-Contributory basis as required by written contract. Waiver of Subrogation applies in favor of the Certificate Holder with respect to General Liability,Automobile Liability and Excess Liability as required by written contract subject to policy terms,conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Worth AUTHORIZED REPRESENTATIVE 1000 Thorckmorton Fort Worth,TX 76102 Page 1 of 2 ©1988-2014 ACORD CORPORATION. All rights reserved. AGENCY CUSTOMER ID: LOC#: ACC ADDITIONAL REMARKS SCHEDULE Page 2of2 PRODUCER INSURED MCGRIFF,SEIBELS&WILLIAMS,INC. Jordan Foster Construction,LLC POUCYNUMBER CARRIER NAIC CODE ISSUE DATE: 04/28/2016 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Builder's Risk Carrier: Underwriters at Lloyd's London Policy Number: UNS251404314 Effective: 05/01/14 Expiration: 05/01/17 Limits of Liability: $50,000,000 - Any One Insured Project $25,000,000 - Any Project of Joisted Masonry or Mixed Construction Incorporating Frame Construction $10,000,000 - Any Project of Wood Frame on Concrete Podium Construction $ 1,000,000 - Transit (per conveyance) $ 1,000,000 - Offsite Temporary Storage (per location) $20,000,000 - Water Damage Other than Flood Earthquake: $10,000,000 per project per occurrence, except $30,000,000 annual aggregate for all projects and all occurrences combined for projects located in California Earthquake Zone 1 $15,000,000 per project per occurrence, except $45,000,000 annual aggregate for all projects and all occurrences combined for projects located in California Earthquake Zone 2 and all other Earthquake Zone 1 $25,000,000 per project per occurrence, except $75,000,000 annual aggregate for all projects and all occurrences combined for projects located in all other Earthquake Zone 2 $50,000,000 per project per occurrence and annual aggregate for projects located in all other Earthquake Zones Flood: $10,000,000 per project per occurrence, except $25,000,000 annual aggregate for all projects and all occurrence combined for projects located in Flood Level 1 $25,000,000 per project per occurrence, except $50,000,000 annual aggregate for all projects an all occurrence combined for projects located in Flood Level 2 $50,000,000 per project per occurrence and annual aggregate for projects located in Flood Level 3 Coinsurance.: 100% Deductible: $10,000 - Projects > $5,000,000 $ 5,000 - Projects < $5,000,000 $50,000 - Water Damage other than Flood ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE NUMBER: VH8TEARH FILED 1n the Office of the Secretary of State of Texas CERTIFICATE OF FORMATION NOV 0 4 2011 OF LANCASTER CORRIDOR REDEVELOPMENT,LL6orporationS Section The undersigned, acting as the organizer of a limited liability company pursuant to Sections 3.005 and 101.051 of the Texas Business Organizations Code (the "TBOC"), hereby adopts the following Certificate of Formation for Lancaster Corridor Redevelopment, LLC (the"Canpany"): ARTICLE I NAME The name of the Company is Lancaster Corridor Redevelopment, LLC. ARTICLE II LIMITED LIABILITY COMPANY The Company is a domestic limited liability company. ARTICLE III DURATION The period of [lie Company's duration is perpetual unless terminated pursuant to applicable provisions of the Company Agreement of the Company. ARTICLE IV INITIAL REGISTERED OFFICE AND AGENT The name of the initial registered agent of the Company in the State of Texas is Peter Vaky and the address of such initial registered agent is 1000 Throckmorton Street, Third Floor, Fort Worth, Texas 76102. ARTICLE V PURPOSE The Company has been formed for the purpose of furthering the purposes of its member, Fort Worth Local Development Corporation, a Texas nonprofit corporation (the"Member"). The Company is authorized to engage in the transaction of any or all lawful business for which limited liability companies may be organized under the TBOC consistent with such purpose. ARTICLE VI MANAGEMENT The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of one or more managers The number, and the classifications and qualifications of Managers shall be fixed from time to time by or RECEIVED 1261403 NOV 0 4 2011 Secretary of State in accordance with the Company Agreement of the Company. The names of the initial persons who are to serve as initial Managers until their successors are duly elected are Tom Higgins, Susan Alanis, and Jesus Chapa. The address of each of the initial Managers are 1000 Throckmorton Street, Third Floor, Fort Worth,Texas 76102. ARTICLE VII COMPANY AGREEMENT The power to adopt, alter, amend, or repeal the Company Agreement of the Company shall be vested in the Managers. Any future amendments to the Company Agreement of the Company shall be consistent with the purposes of the Member. ARTICLE VIII INDEMNIFICATION The Company shall have the power and authority to indemnify any person to the fullest extent permitted by law. ARTICLE IX TERMINATION In the event of the termination of the Company, the remaining assets of the Company shall be distributed to the Member. ARTICLE X ORGANIZER The name and address of the sole organizer is as follows: Mr. Peter Vaky 1000 Throckmorton Street,Third Floor Fort Worth,Texas 76102 ARTICLE XI EFFECTIVENESS This document becomes effective when the document is filed by the Secretary of State. IN WI ESS WHEREOF, the undersigned has executed this Certificate of Formation on this day of 0✓' ✓, 2011. SOLE ORGANIZER Peter Vaky, Authorized son 1261403 2 Page 1 of 6 D215034976 2/2012015 8:44 AM PGS 6 Fee: $36.00 Submitter: XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records 6a+«<G Mary Louise Garcia SPECIAL WARRANTY DEED DATE:February 19,2015 GRANTOR:City of Fort Worth GRANTOR'S MAILING ADDRESS: 1000 Throckmorton Attn:City Manager Fort Worth,Texas 76102 GRANTEE: Lancaster Corridor Redevelopment,LLC,a Texas limited liability company GRANTEE'S MAILING ADDRESS: 1000 Throckmorton Attn: City Manager Fort Worth,Texas 76102 CONSIDERATION:Ten Dollars and and other good and valuable consideration. PROPERTY(including any improvements): See attached Exhibit"A",attached hereto and incorporated herein for all purposes RESERVATIONS FROM CONVEYANCE: For Grantor and Grantor's heirs,successors,and assigns forever,a reservation of all oil,gas,and other minerals in and under and that may be produced from the Property,however Grantor hereby waives any and all rights to conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to existing production or an existing lease,this reservation includes the production,the lease,and all benefits from it, provided that the lessee under such existing lease waives all rights conduct drilling,mining, exploratory and producing operations on the surface of the Property or to construct houses,pits,tanks,pipelines, compressors or similar structures thereon. The right to produce the oil, gas, hydrocarbons and any other minerals under the Property shall be exercised by conducting all such exploring,mining,drilling and producing operations on lands other than the Property. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is expressly made by Grantor and accepted by Grantee subject to any and all restrictions, existing easements, rights-of-way and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, covenants, conditions, zoning laws, regulations, ordinances of municipal and other governmental authorities and reservations, including, but not limited to, minerals previously reserved or conveyed, if any,relating to the property,but only to the extent that they are still in effect. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE,DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTMTIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, Page 2 of 6 MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY,OR(H) EXCEPT FOR THE WARRANTY OF TITLE IN THIS DEED, ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING SOLID WASTE,AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENT RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, GRANTOR AND GRANTEE AGREE THAT GRANTEE IS TAKING THE PROPERTY "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON-ASSERTIONS BY THE GRANTOR WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES(EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). AFTER CLOSING, AS BETWEEN GRANTEE AND GRANTOR,THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF GRANTEE,REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, GRANTEE INDEMNIFIES, HOLDS HARMLESS AND RELEASES GRANTOR FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT(CERCLA),THE RESOURCE CONSERVATION AND RECOVERY ACT(RCRA),THE TEXAS SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. GRANTEE INDEMNIFIES, HOLDS HARMLESS AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS THE RESULT OF GRANTOR'S OWN NEGLIGENCE OR THE NEGLIGENCE OF GRANTOR'S REPRESENTATIVES. GRANTEE INDEMNIFIES, HOLDS HARMLESS AND RELEASES GRANTOR FROM ANY LIABILITY FROM ANY AND ALL PRESENT OR FUTURE CLAIMS OR DEMANDS AND ANY AND ALL DAMAGES, LOSS, INJURY, LIABILITY CLAIMS OR COSTS, INCLUDING FINES, PENALTIES AND JUDGMENTS AND ATTORNEYS FEES ARISING FROM OR IN ANY WAY RELATED TO THE CONDITION OF THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE OF THIS DEED THAT WOULD OTHERWISE IMPOSE ON GRANTOR IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING. GRANTEE ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF. 2 Page 3 of 6 Grantor,for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging,to have and to hold it to Grantee and Grantee's heirs,successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by,through, or under Grantor but not otherwise,except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires,singular nouns and pronouns include the plural. GRANTOR CITY OF FORT WORTH Approved as to Form and Legality I f Fernando costa I e nn Guzman +t` � A sistant City Manager Sr, Assistant City Attorney l GRANTEE LANCASTER CORRIDOR REDEVELOPMENT,LLC, a Texas limited liability company Jesus J.Chapa Manager After Recording please send to: Lancaster Coir}dor Redevelopment, LLC 1000 Throckmortort Attn:Cynthia Garcia Fort Worth,Texas 76102 3 Page 4 of 6 THE STATE OF TEXAS § COUNTY OF TARRANT§ BEFORE ME, the undersigned authority,on this day personally appeared Femandv eVsta,known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County,"Texas, for the purposes and consideration therein expressed. 0 K GIVEN UNDER MY HAND AICD SEAL OF OFFICE, this1 ' day of - - 2015_ N ,. SARAH J,ODLE Nota is MY GOMMISSIONSPIRES November 5,2015 THE STATE OF TEXAS § COUNTY OF TARRANT§ BEFORE ME, the undersigned authority, on this day personally appeared Jesus J. Chapa, known to.me to be the person and officer whose name is subscribed to the foregoing instniment,and acknowledged to the that he executed the same as the act and deed and on behalf of the Lancaster Corridor Redevelopment,LLC,a"Texas limited liability company,for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE,this.�ay of_ 2015. Notary Public r SARAH J.ODIF =t: sig MY GOMMISSION EXPIRES .' Naysmberb,2015 4 Page 5 of 6 Exhibit"A" PROPERTY DESCRIPTION 1.029 acres of land being all of Lot 1R,Block W,Daggett's Addition, an addition to the City of Fort Worth,Tarrant County, Texas according to the plat filed in Instrument#D21503 1133, Plat Records of Tarrant County, Texas, and being conveyed to the City of Fort Worth, according to the following deeds, County Clerk's (C.C.)#D211138647, Deed Records of Tarrant County,Texas (D.R.T.C.T.),Volume 1169, Page 77,D.R.T.C.T., Volume 2630,Page 337, D.R.T.C.T., Volume 2473, Page 156, D.R.T.C.T., Volume 2458, Page 73, D.R.T.C.T., Volume 2606, Page 54, D.R.T.C.T., Volume 2510, Page 569, D.R.T.C.T. and C.C. #D211138647, D.R.T.C.T. and a portion of W. 15th Street vacated by City Ordinance No.21332-07-2014 and being more particularly described by metes and bounds as follows: BEGINNING at a PK nail recovered at the most westerly northwest corner of said Lot IR, also being the intersection of the east Right-of-Way(R-O-W)line of Jennings Avenue(variable width),with the new south R-O-W line of W. 15th Street(44.1 feet in width); THENCE N 89°34'09"E,along the new south R-O-W line of said W. 15th Street and along a north line of said Lot 1R, a distance of 60.00 feet to a PK nail recovered at the new southeast corner of said W. 15th Street, also being a re-entrant corner of said Lot 1 R; THENCE N 0025'51" W, along the new east R-O-W line of said W. 15th Street and along a west line of said Lot 1R,a distance of 18.76 feet to a PIC nail recovered at the most northerly northwest corner of said Lot 1R,also being the southwest corner of Lot 34R,Block V of said Daggett's Addition; THENCE S 87°49'58"E,along the north line of said Lot I R,also being the south line of said Lot 34R,a distance of 339.34 feet to a PK nail recovered; THENCE N 79022'33" E, continuing along the common line of said lots, a distance of 20.99 feet to a PK nail recovered at the most northerly northeast comer of said Lot 1 R,also being the southeast corner of said Lot 34R and being in the new west R-O-W line of W. 15th Sheet(40.4 feet in width); THENCE S 02009'53" W, along an east line of said Lot 1R and along said west R-O-W line of W. 15th Street, a distance of 17.95 feet to a PK nail recovered at the southwest corner of said W. 15th Street, also being a re-entrant corner of said Lot 1 R; THENCE S 87052'58" E, along the new south R-O-W line of said W. 15th Street and along a north line of said Lot 1 R,a distance of 51.43 feet to a PK nail recovered at the most easterly northeast corner of said Lot 1R, also being in the west R-O-W line of Throckmorton Street(variable width), THENCE along the east line of said Lot I and along said west R-O-W line of Throckmorton Street,the following courses and distances; S 0052'42"W,a distance of 36.59 feet to a "X"cut recovered in edge of concrete; S 01 57'21"W,a distance of 45.90 feet to a"X"cut recovered in edge of concrete; S 13°03'58"W,a distance of 3.91 feet to a"X" cut recovered in edge of concrete at the southeast comer of said Lot 1R,also being the intersection of the west R-O-W line of said Throckmorton Street with the north R-O-W line of W. Lancaster Avenue(variable width); THENCE N 87052'58" W, along the south line of said Lot 1 R and along said north R-O-W line of W. Lancaster Avenue, at a distance of 56.93 feet passing a "V" recovered on the edge of concrete, at a distance of 407.17 feet passing a 5/8 inch iron rod recovered with cap stamped"TNP", in all,a distance of 434.11 feet to a 5/8 inch iron rod recovered with cap stamped "TNP" at the most southerly southwest corner of said Lot IR, fi•om which an "X" recovered in concrete bears N 89°09'35" W,0.69 feet; Page 6 of 6 THENCE N 01°15'13" E, continuing along the south line of said Lot IR and said north R-O-W line, a distance of 5.86 feet to a"X"cut recovered in edge of concrete; THENCE N 8756'03" W,continuing along said line,a distance of 33.00 feet to the most westerly southwest corner of said Lot 11;, also being the intersection of the north R-O-W line of said W. Lancaster Avenue,with the east RO- W line of aforementioned Jennings Avenue, from which an "X" cut recovered in concrete, bears S 48002'33" W, 0.37 feet; THENCE along the west line of said Lot IR and along said east R-O-W line of Jennings Avenue, the following courses and distances; N 00°35'54"W,a distance of 41.63 feet to an "X"cut recovered in concrete; N 00°18'35" W,a distance of 25.15 feet to a PK nail recovered; N 00°25'51" W, a distance of 6.00 feet to the POINT OF BEGINNING and containing 44,825 square feet or 1.029 acres of land.