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HomeMy WebLinkAboutContract 47910 ik CITY SECRETARY hh RECEIVED CONTRACT NO-,- 4'q V JUN 22 201; EASE.SENT ENCROACHMENT LICENSE AGREEMENT CaYOFFORTWORTH Commercial CrNSECRETARY 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 CLEARFORK OFFICE 1, LP, a Texas limited partnership ("Licensee"), acting by and through its duly authorized manager, owner of the real property located at 5600 Clearfork Main Street, Fort Worth, TX 76109 ("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 an encroachment easement (the "Easement") in 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 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 Licensee. NOW, THEREFORE, the City and Licensee agree as follows: AGREEMENT 1. City, in consideration of the payment by the 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 and occupy a portion of the City's Easement for the purpose of storm drainage (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, Licensee agrees to be responsible for maintaining the Encroachment within and above the Easement. Licensee shall not 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. 2. OFFICIAL RECORD CITY SECRETARY 2015 Easement Encroachment Agreement-Commercial FT. WORTH,TX Page 1 of 11 Rev. 02/2015 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 directions of the Director of the Transportation and Public Works or the Director of the City's Water Department, 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 Encroachment. Licensee shall not commence construction of the Encroachment 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 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 Encroachment installed by Licensee, including removal of the Encroachment if necessary, 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, removal, or existence of the Encroachment 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. City shall not be responsible for the repair, relocation, or replacement of the Encroachment following any action under this section. In the event that the Encroachment is damaged or removed under this section, Licensee shall be required to repair or replace the Encroachment as soon as reasonably possible at the direction of the Director of Transportation and Pulbic Works or the Director of the Water Department, or said Director's duly authorized representative. 4. 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. 2015 Easement Encroachment Agreement-Commercial Page 2 of l l Rev. 02/2015 5. 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 with 30 days after written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. 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 sewerage, 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. 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 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 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 2015 Easement Encroachment Agreement-Commercial Page 3 of 1 1 Rev. 02/2015 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 LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 8. 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 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 Licensee that such insurance amounts may be revised upward at City's option and that Licensee shall so revise such amounts immediately 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 the Encroachment and the cleaning and restoration of the Easement. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 9. Licensee agrees to deposit with City when this Agreement is executed a sufficient sum of money to be used to pay necessary 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. 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 Encroachment and uses. 2015 Easement Encroachment Agreement-Commercial Page 4 of 1 1 Rev. 02/2015 11. 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. 12. 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. 13. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee 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. Licensee 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 Licensee, City shall be entitled to recover interest and reasonable attorney's fees. 15. The parties agree that the duties and obligation contained Sections 3 and 4 shall survive the termination of this Agreement. 16. Licensee covenants and agrees 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 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 2015 Easement Encroachment Agreement-Commercial Page 5 of 11 Rev. 02/2015 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. 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. 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 6 of 11 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. City Licensee: CITY O F T W TH CLEARFORK OFFICE 1, LP By: By: Clearfork Development Company, LLC, Randle Ha ood a Texas limited liability company, Director its general partner Planning and Development Date: 2i , 201d By: Name: Title: el- ATTEST: Approved As To Form and Legality 1 oFO City etary `'� istant City Attorney � 00m � S NO M&C REQUIRED m L RECORDCRETARYRTH,TX 2015 Easement Encroachment Agreement-Commercial Page 7 of I 1 Rev. 02/2015 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me o `/ 201 _R -Marwood, Director of the Planning -nd Development Department of the City of Fort Worth, on behalf the City of Fort Wowl�� -___ _ _ ___ rt . E�` °�qN CASSANDRA F. FOREMAN Notary Public,State of Texas E +fir My Commission Expires Notary Public, State of Texas „,,.• April 26, 2017 After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Throckmorton Street Fort Worth TX, 76102 2015 Easement Encroachment Agreement-Commercial Page 8 of 1 1 Rev. 02/2015 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 Paxton E. Motheral, 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 Clearfork Office 1, LP, a Texas limited partnership, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this-�� day of 2016. \MIIIIN/ � f,Jl1� / a:•T��/'••, RAMONA PETERSON �•'� •�� N-kary Public,State of Texas _.''• �, ly Commission Expires Notary Public in and for the November 13, 2017 IINIII\\ State of Texas 2015 Easement Encroachment Agreement-Commercial Page 9 of 11 Rev. 02/2015 LEGAL DESCRIPTION OF THE PROPERTY 2015 Easement Encroachment Agreement-Commercial Page 10 of 11 Rev. 02/2015 EXHIBIT "A" Map of Encroachment and Easement 2015 Easement Encroachment Agreement-Commercial Page 1 1 of 11 Rev. 02/2015 OOm�'1 /�•� t MOI 111 1 O f O M w l III I I � R N OlOI 3 d j - �'�a tl'a8 y� %YE j.BY�Y �'� ..•y.��E �$� 6'.eS�a.��VyY �`YK-n hSy SdT o . ee - %% ; gY$-" Y jaY•i15£�- $%C Y $y8o ��e �BgarY� tlY�� a $y$_� °�� g •$K� Y oY yo4��' o -'� a lis h $ " b 15 „% 1"x s1a: =i ni� ,a _f�y�g4a5 y• ' ;,r :� _y a3 ; � e 3 n� o a E qr=- ;$�' :_ �a.3.a� ��--��'-? 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D) � kLLI a ; L) b . � � . m Y w 0W Z 0 UU o QU- g JO of o U U) oto O LO O O C" rn ao w co un LO Ln in N O O / N I it W Q O 119 96 069 1J + p C U u O �o a a ry @J 5� \ ` o \ Z9 069 IJ + v J I �m 0 u9 310H vwwaols W 0e 0691: o OlS S 1SN0o w lZ 069.2 ld V148i8�09.9B+0 u 91169.21 1=1�m 9L 165.ZL 1� O cal 9L 165.Z11d a w m w 9L 169.Z1 ld St 169.21 ld 0 0 w p 9l'1691d o ?w S2 U o S¢ a o Om o u9 O InO In O O O O a0 a0 c0 Ln u) u) Ln c 0 W � U N C V O L � y O pp O j 3: 0 O N 3 •�: N y N 0 d _ w.•..;J�.� 0L.. Qy�� ••;� � H E3 O p v z c W'. x Z O C U Z - ��d O ' _ as= o o J LU 0 W y W Q � O ox0 '.C.. 4 C>V CERTIFICATE OF LIABILITY INSURANCE osiil11110O� 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 endorsemen s. 'RODUCER CCAOINTACT CONTRACTOR'S GENERAL AGENCY,INC (EPHONN,Ext): FAX(AIN�: 3535 TRAVIS STREET-SUITE 300 ADDRESS. DALLAS,TEXAS 75204-1466 INSURER(S)AFFORDING COVERAGE MAIC# (214)559-4887 (800)964-4242 INSURER BRITISH AMERICAN INSURANCE COMPANY NISURED INSURER B: _ AUSTIN COMMERCIAL,INC. INSURER C: AUSTIN COMMERCIAL,LP INSURER D: 3535 TRAVIS STREET,SUITE 300 DALLAS,TEXAS 75204 INSURER E INSURER F: OVERAGES CERTIFICATE NUMBER: 689 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, IgEXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR. TYPE OF INSURANCE .INiek Vyl/p- POLICY NUMBER (MPOLICY pYYY) [MLVDDNYYYPY)_r LIMITS A GENERAL LIABILITY CGL 0104216 10/01/15 10/01/16 EACH OCCURRENCE $ 2,000,00_0 X COMMERCIAL GENERAL LIABILITY PDREMI EE (Ea occurrence) S 100,000 CLAIMS-MADE X OCCUR L MED EXP(Any one Person) -$ _ 100_00 PERSONAL 8 ADV INJURY S 2,000,000 GENERAL AGGREGATE S 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG S 4000,000 POLICY X, Xl LOC $ (Ea MENEDD INGLELIMIT A AUTOMOBILE LIABILITY CAL 0104216 10/01/15 10/01/16 t$ 2,000,000 ANY AUTO BODILY INJURY(Per person) $ X ALL OWNED $CU,HT8RULED BODILY INJURY(Per accident).$ X HIRED AUTOS X nANepo, INED (Per accident) PROPERT DAMAGE $ S UMBRELLA LIAB J OCCUR EACH OCCURRENCE y EXCESS LIAB CLAIMSAAADE AGGREGATE $ 1 DED RETENTIONS_ S WORKERS COMPENSATION WC STATU- OTH-' AND EMPLOYERS'LIABILITY Y/N _TORY LIMITS ER ._ ANY PROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT $ FFI FRIM�BE EXCLUDED? (Manddory N/A — E.L.DISEASE-EA EMPLOYEE $ K as,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ ESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,H more space Is required) tE: AUSTIN COMMERCIAL, LP-PUBLIC RIGHT OF WAY 'HE CITY OF FORT WORTH, ITS OFFICERS AND EMPLOYEES ARE ADDITIONAL INSUREDS ON THE GENERAL LIABILITY AND AUTO IABILITY POLICIES.,AND THE SAME IS GRANTED A WAIVER OF SUBROGATION ON THE GENERAL LIABILITY AND AUTO LIABILITY IOLICIES. ERTIFICATE 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 211 W. 10TH STREET ACCORDANCE WITH THE POLICY PROVISIONS. FORT WORTH,TEXAS 76102 AUTHORIZED REPRESENTATIVE q..,�...R.�►.+.....i . ©11988-2010 ACORD CORPORATION. All rights reserved. CORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 110 D215118703 61412015 2:30 PM PGS 4 Fee: $28.00 Submitber: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records w rp�1h��`t�w Mary Louise Garcia AFTER RECORDING, PLEASE RETURN TO: 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 EFFECTIVE DATE: June 4, 2015 GRANTOR: Cassco Development Co., Inc., a Texas corporation GRANTOR'S MAILING ADDRESS (including county): 4200 South Hulen Street, Suite 614 Fort Worth, Tarrant County, Texas 76109 GRANTEE: Clearfork Office I, LP, a Texas limited partnership GRANTEE'S MAILING ADDRESS (including county): 4200 South Hulen Street, Suite 614 Fort Worth, Tarrant County, Texas 76109 CONSIDERATION: Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. PROPERTY (including any improvements): Being a tract of land out of the L.J. Edwards Survey, Abstract No. 464, and the F.G. Beasley Survey, Abstract No. 135, City of Fort Worth, Tarrant County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and incorporated herein by reference. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is made and accepted subject to the following: (a) all valid and subsisting easements, restrictions, mineral leases, right of way, conditions, exceptions, reservations SPECIAL WARRANTY DEED Page I 1:102081 W 001 N 008313.DOCX e at AFTER RECORDING, PLEASE RETURN TO: 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 EFFECTIVE DATE: June 4, 2015 GRANTOR: Cassco Development Co., Inc., a Texas corporation GRANTOR'S MAILING ADDRESS (including county): 4200 South Hulen Street, Suite 614 Fort Worth, Tarrant County, Texas 76109 GRANTEE: Clearfork Office I, LP, a Texas limited partnership GRANTEE'S MAILING ADDRESS (includimp county): 4200 South Hulen Street, Suite 614 Fort Worth, Tarrant County, Texas 76109 CONSIDERATION: Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. PROPERTY (including any improvements): Being a tract of land out of the L.J. Edwards Survey, Abstract No. 464, and the F.G. Beasley Survey, Abstract No. 135, City of Fort Worth, Tarrant County, Texas, being more particularly described by metes and bounds on Exhibit A attached hereto and incorporated herein by reference. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is made and accepted subject to the following: (a) all valid and subsisting easements, restrictions, mineral leases, right of way, conditions, exceptions, reservations SPECIAL WARRANTY DEED Page 1 1:\02091\0001\1008313.DCCX and covenants of whatsoever nature of record, if any, and also to the zoning laws and other restrictions, regulations, ordinances and statutes of municipal or governmental authorities applicable to and enforceable against the above-described premises; (b) prior conveyance by Edwards Geren Limited of all oil, gas and other minerals and rights, rentals and royalties under an existing oil and gas lease, by Mineral Deed dated December 14, 2009, recorded as Instrument No. D209329352 in the Real Property Records of Tarrant County, Texas; provided that Grantor hereby transfers and assigns to Grantee the right to control surface use of the Property, as provided for in said Mineral Deed; and (c) prior reservation of the water estate and all water in and under and that may be produced from the Property, as reserved by Edwards Geren Limited in Special Warranty Deed with Water Reservation dated November 27, 2012, recorded as Instrument No. D212290570 in the Real Property Records of Tarrant County, Texas, subject to the terms of the surface waiver contained in such deed. Grantor, for the Consideration and subject to 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 wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors or assigns forever. Grantor hereby binds Grantor and Grantor's heirs, executors, administrators and successors to WARRANT AND FOREVER DEFEND all and singular the Property to Grantee and Grantee's heirs, executors, administrators, 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, except as to the Exceptions to Conveyance and Warranty. GRANTEE, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, IS NOT MAKING, AND SPECIFICALLY DISCLAIMS AND NEGATES ANY WARRANTIES, REPRESENTATIONS, GUARANTEES OR ASSURANCES (EXPRESS OR IMPLIED) REGARDING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS, GUARANTEES AND ASSURANCES REGARDING (1) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCES ON, UNDER OR ABOUT THE PROPERTY, (II) THE ENVIRONMENTAL CONDITION OF THE PROPERTY, (111) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION OF THE PROPERTY, (IV) THE QUALITY, NATURE, ADEQUACY OR CONDITION OF THE SOILS AND GROUNDWATER AT THE PROPERTY, (V) THE EXISTENCE, QUALITY, NATURE, ADEQUACY OR CONDITION OF ANY UTILITIES AT OR NEAR THE PROPERTY, (VI) THE CURRENT OR FUTURE INCOME OR EXPENSES OF THE PROPERTY, (VII) THE VALUE, PROFITABILITY, HABITABILITY, SUITABILITY, MERCHANTABILITY, MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (VIII) THE ZONING OR OTHER LEGAL STATUS Of THE PROPERTY, AND (IX) THE PROPERTY'S COMPLIANCE WITH ANY LEGAL REQUIREMENTS. GRANTEE, BY ITS ACCEPTANCE HEREOF, FURTHER ACKNOWLEDGES AND AGREES THAT IT ACCEPTS THE PROPERTY "AS IS, WHERE IS" WITH ALL FAULTS AND ALL LATENT OR PATENT DEFECTS. SPECIAL WARRANTY DEED Page 2 I:1020911000111008313.DOCX THE FOREGOING PROVISIONS SHALL SURVIVE DELIVERY HEREOF TO, AND ACCEPTANCE HEREOF BY, GRANTEE. Grantee, by its acceptance hereof, hereby assumes payment of all standby charges, ad valorem real estate taxes and assessments with respect to the 2015 calendar year and subsequent calendar years not yet due and payable, each to the extent attributable to all or any portion of the Property. Grantee's Address: 4200 South Hulen Street Suite 614 Fort Worth, Texas 76109 EXECUTED to be effective as of the Effective Date. GRANTOR: CASSCO DEVELOPMENT CO., INC., a Texas cor tion By: Printed Name: E -x+L i L 4 V k Title: y t e -Pte if i STATE OF TEXAS § COUNTY OF TARRANT § This instrument wa6-,, acknowledged before me on this day of �U pL, , 2015, by t,,j jp n E 1-Y)t w' al , V c e a of Cassco Development Co., Inc., a Texas corporation, on behalf of said corporation. �.;'.�• LORI DURCHOLZ t 1 Notary Public,State of Texas Notary Public, State of Te xiW My Commission Expires June 30, 2011 SPECIAL WARRANTY DEED Page 3 1:\02091\0001\1008313.DOCX a � Tract II—metes and bounds BEING A PORTION OF THAT TRACT OF LAND SITUATED IN THE Lal.EDWARDS SURVEY,ABSTRACT NUMER 464,AND THE F.O BEASLEY SURVEY,ABSTRACT NkA4BER 135,CITY OF FORT WORTH, TARRANT COUNTY,TEXAS, DESCRIBED BY DEED TO EDWARDS OEREN LIMITED,RECORDED IN VOLUME 12815,PAGE 394, COUNTY RECORDS,TARRANT COUNTY,TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE 64TERSECTION OF THE WEST RIGHT-OF-WAY LINE OF STATE HIGHWAY 121 4A VARIABLE WIDTH RIGHT-OF-WAY),RECORDED IN INSTRUMENT NNUI BER D205118475, SAID COUNTY RECORDS,AND THE NORTH RIGHT-OF-WAY LINE OF CLEARFOAK MAIN STREET, RECORDED IN INSTRUMENT NU86ER 0212292930(TRACT 1).SAID COUNTY RECORDS,FROM WHICH A W9 INCH IRON ROD BEARS S 23' 18'30'W, 78 89 FEET, THENCE S 86'06 04•W. 137 80 FEET WITH SAID NORT H RIGHT-0F-WAY LINE TO A 5A INCH IRON ROD 1MTH PLASTIC CAP STAMPED'VELOTOM SET,THE BEGINNING OF A CURVE TO THE RIGHT, THENCE WITH SAID CURVE TO THE RIGHT,AN ARC DISTANCE OF 606 82 FEET,THROUGH A CENTRAL ANGLE OF 07'Zr 10',HAVING A RADIUS OF 430.50 FEET,THE LONG CHORD WHICH BEARS N 60' IV 17'W.478.05 FEET,TO A 618 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTOW SET. THENCE N 28'26'45'W.204.59 FEET.TO A W8 INCH IRON ROD WITH PLASTIC CAP STAW315D "PELOTON'SET. THE BEGINNING OF A CURVE TO THE RXIMT, THIENCE WITH SAID CURVE TO THE RIGHT,AN ARG DISTANCE OF 21.78 FEET,THROUGH A CENTRAL ANGLE OF 02'48'12',HAVING A RADIUS OF 450.50 FEET,THE LONG CHORD WHICH BEARS N 26.03 40-W. 21.78 FEET,TO A SCIS INCH IRON ROD WITH PLASTIC CAP STAKED 'PELOTON'SET,THE NORTHE RN MOST CORNER OF SAID TRACT 1,BEING IN T14E SOUTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO TEXAS ELECTRIC SERVICE COMPANY, RECORDED IN VOLUME 2588. PAGE 682,SAID COUNTY RECORDS; THENCE WITH SND T.E_9_CO. SOUTH LINE THE FOLLOWING COURSES AND DISTANCES: N 83' 33' 18"E, 7318,70 FEET,DEPARTING SAID NORTH RIGHT-OF-WAY UNE,TO A 5A MUCH IRON ROD WITH PLASTIC CAP STAMPED'GORRONDO W FOUND; S 20'24'42"E,37 50 FEET, TO A 518 INCH IRON ROO WITH PLASTIC CAP STAMPED'GORRONDONA' FOUND: N 83.33' 16"E.225.00 FEET,TOA 5M INCH IRON ROD WITH PLASTIC CAP STAMPED "GORRONDONA"FOUND; N 26'26'42'W.37.50 FEET,,TO A W$INCH IRON ROD WITH PLASTIC CAP STAMPED 'GMROI DO FOUND; THENCE N 63' 33' 18"E.508.72 FEET, TO A 5A INCH IRON ROD WITH PL AST1C CAP STAMPED PELOTOW SET N THE NORTHERLY RIGHT-OF-WAY LINE OF THE AFOREMENT ZONED STATE HIGHWAY 121 THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT; THENCE WITH SAID NON-TANGENT CURVE TO THE LEFT,AND SAID NORTHERLY RIGHT-0F-WAY UNE,AN ARC DISTANCE OF 173.35 FEET,THROUGH ACENTRALANGLE OF 02'04'17'.HAVING A RADIUS OF 4798.00 FEET,THE LONG CHORD WHICH BEARS S 38.01'26'W, 173.34 FEET,TO A SA INCH IRON ROD WITH PLASTIC CAP STAMP♦=D'PELOTON'SET, THENCE S 35'30 33'W.308.81 FEET,WITH SAID NORTHERLY RIGHT-OF-WAY LINE.TO A 518 NCH IRON ROD WITH PLASTIC CAP STAMPED'PELOTOW SET,THE BEG INNING OF A CURVE TO THE LEFT; THENCE WITH SAID CARVE TO THE LEFT,CONTINUING WITH SAID NORTHERLY RIGHT-OF-WAY LINE.AN ARC DISTANCE OF 79628 FEET.THROUGH ACENTRAL ANGLE OF 09' 30' 18-,HIWNG A RADIUS OF 4BOO-00 FEET.THE LONG CHORD WHICH BEARS S 28'32'14'W.795.38 FEET TO THE POINT OF BEGINNING AND CONTAINING 540.236 SQUARE FEET OR 12 402 ACRES OF LAID MORE OR LESS 9 C:\USERS\SHERYL\APPDATA\LOCALUNICROSOFT\WINDOWS\TEMPORARY INTERNET FILES\CONTENT.OUTLOOK\D7WB4CRW\1003792-DEED OF TRUSTMOC