HomeMy WebLinkAboutContract 51567-CA1 STATE OF TEXAS §
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
ASSIGNMENT OF AGREEMENT FOR MAINTENANCE
AND LANDSCAPING SERVICES
[City Secretary Contract No. b -CA
This ASSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING
SERVICES (this "Assignment") is executed and entered into effective as oi'j W, 2019 "A
(the "Effective Date"), by and between Jackson-Shaw / Fort Worth Limited Partnership, a T exas
limited liability company ("Assignor'), and JS FW Hotel, LLC, a Delaware limited liability
company ("Assignee').
RECITALS:
WHEREAS, on the 20th day of November, 2018, the City of Fort Worth, a home rule
municipal corporation (the "City"), acting by and through its duly authorized representative, and
Assignor, as the then current owner of the property located at 101 West 5th Street, Fort Worth,
Texas 76102 ("Pro e "), and more particularly described on "Exhibit A" attached hereto,
entered into that certain Agreement for Maintenance and Landscaping Services recorded on
November 28, 2018, in cc# D218260982 of the Real Property Records of Tarrant County, Texas
(the "Agreement"); and
WHEREAS, Assignee is an affiliate (defined as an entity under common control with
Assignor) of Assignor; and
WHEREAS, Assignor desires to assign all of its rights, title and interests under the
Agreement to Assignee, and Assignee desires to assume and perform all obligations, liabilities
and covenants of Assignor which accrue or arise under the Agreement on or after the Effective
Date.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereby agree as follows:
1. Pursuant to Section 15 of the Agreement, Assignor may assign any or all of its rights
under the Agreement to an affiliate of Assignor (an "Allowed Assignment") without the
prior written consent of the City, so long as Assignor notifies the City of the Allowed
Assignment within 30 days of such assignment.
o �
OFFICIAL RECORD
0SSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERV Cl SCItT �.4ECRETARY
4823-5555-0085v.I FL WORTH,TX
2. By way of delivery of a copy of this Assignment to the City, Assignor has timely notified
the City of the assignment hereunder.
3. Assignor hereby assigns unto Assignee, its successors and assigns, all of the rights,
benefits, privileges and interests of Assignor in and to the Agreement, and Assignee
hereby expressly accepts and assumes all such rights, benefits, obligations and liabilities
of Assignor under the terms of the Agreement arising or accruing after the Effective Date
hereunder and agrees to be bound by all the terms,provisions and covenants therein.
4. As of the Effective Date, Assignor shall have no further responsibility or liability,
whether financial or otherwise, under the Agreement or any subsequent amendments,
except for responsibilities or liabilities of"Developer" under the Agreement accruing on
or prior to the Effective Date.
5. This Assignment and the covenants and agreements herein contained shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns.
6. Except as expressly provided herein, all terms, covenants, conditions and restrictions
under the Agreement are hereby ratified and confirmed and shall be and remain in full
force and effect in accordance with their terms.
7. This Assignment may be executed in two or more counterparts and via email or other
electronic means, each of which shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
[Signatures on following page(s).]
ASSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERVICES—Page 2
4823-5555-0085v.1
c�
APPROVED S TO ORM AND
LEGALITY:
Douglas Black
Assistant Ci Atto �, City Attorney's Office k 1(n�G�j
CM 1YC r
ASSIGNOR: ASSIGNEE:
JACKSON-SHAW/FORT WORTH JS FW HOTEL, LLC,
LIMITED PARTNERSHIP, a Texas a Delaware limited liability company
limited partnership
By: JSC Fort Worth GP, LLC, a Texas A'UAlimited liability company, By: X.0
its general partner Michele Wheeler, Vice President
By:
Michele Wheeler, Vice President
AT EST:
City Sec et ry
[No M& equired]
Contract Compliance Manager:
By signing I acknowledge that I am the person
Responsible for the monitoring and Administration
Of this contract, including ensuring all
Performance and reporting requirements.
4j�,� A M.
Ja ie S. Morales
Development Manager
OFFICIAL RECORD
ASSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERVICE ' 3SECRETARY
4823-5555-0085v.1 FT.WORTH,TX
i
ASSIGNOR:
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared Michele
Wheeler, 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 of JSC Fort
Worth GP, LLC, a Texas limited liability company, the general partner of Jackson-Shaw /
Fort Worth Limited Partnership, a Texas limited partnership, for the purposes and
consideration therein expressed.
Given under my hand and seal of office this the 29t" ay of January, 2019.
JANA DAVIDSON
:Notary Public, State of Texas'
Comm. Expires 03-24-2020 Notary Public in and for
Notary ID 13059442.7 The State of TEXAS
ASSIGNEE:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Michele
Wheeler, 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 of JS FW
Hotel, LLC, a Texas limited liability company, for the purposes and consideration therein
expressed.
Given under my hand and seal of office this the 29th day of January, 2019.
JANA DAVIDSON l
Notary Public, State of Texas
-�• '�. Comm Expires 03 24-2020
'' ;"'�F•'�+P°` Notary ID 13059442-7 Notary Public in and for
The State of TEXAS
ASSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERVICES—Page 4
4823-5555-0085v.1
EXHIBIT A
PROPERTY DESCRIPTION
All of Lots 7, 8, 15 and 16 in Block 97 of Original Town of Fort Worth, an unrecorded addition in the
City of Fort Worth, Tarrant County, Texas; embracing all of said Lots 7, 8, 15 and 16 described in the
Deed to Jackson-Shaw / Fort Worth Limited Partnership, recorded in Document No. D217122254 of the
Real Property Records of Tarrant County, Texas and described by metes and bounds as follows:
Beginning at the northwest corner of said Lot 8, for the east line of Houston Street, and for the south line
of Fifth Street, from which a "+" cut on concrete found bears north 79 degrees-14 minutes-39 seconds
west 6-35/100 feet;
Thence north 60 degrees-00 minutes-00 seconds east, along the north line of said Lot 8, to and along the
north line of said Lot 16, and along the said south line of Fifth Street, 200 feet to the northeast corner of
said Lot 16, for the south line of said Fifth Street, and for the west line of Main Street, from which a
marked "Y" recovered on brick bears north 43 degrees-22 minutes-55 seconds east, 5-93/100 feet;
Thence south 30 degrees-00 minutes-00 seconds east, along the east line of said Lot 16, to and along the
east line of said Lot 15, and along the west line of said Main Street, 50 feet to the southeast corner of said
Lot 15, and the northeast corner of Lot 14 in said Block 97, from which an aluminum rivet found in brick
bears north 59 degrees-27 minutes-53 seconds east 5-10/100 feet;
Thence south 60 degrees-00 minutes-00 seconds west, along the south line of said Lot 15 and the north
line of said Lot 14, to and along the south line of said Lot 7 and the north line of Lot 6 in said Block 97,
200 feet to the southwest corner of said Lot 7, and the northwest corner of said Lot 6, for the east line of
said Houston Street, from which a "+" cut found in concrete bears south 60 degrees-05 minutes-53
seconds west 4-97/100 feet;
Thence north 30 degrees-00 minutes-00 seconds west, along the west line of said Lot 7, to and along the
west line of Lot 8, and along the said east line of Houston Street, 50 feet,to the Place of Beginning.
ASSIGNMENT OF AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERVICES—Page 5
4823-5555-0085v.1
C�
Ci i Y SECRETARY r
CONMCT NO.
AGREEMENT
FOR MAINTENANCE AND LANDSCAPING SERVICES
THIS AGREEMENT FOR MAINTENANCE AND LANDSCAPING SERVICES
("Agreement"), made and entered into as of the last day signed by a Party hereto, is by and
between the City of Fort Worth, a Texas home rule municipal corporation ("City") and Jackson
Shaw / Fort Worth Limited Partnership, a Texas limited partnership (collectively,
"Developer"). City and Developer are sometimes referred to as a Party or Parties.
SECTION 1
DESCRIPTION OF PROPERTY
1.01 Developer is the owner of certain property in Fort Worth, Tarrant County, Texas, located 101
West 5" Street, Fort Worth, Texas 76102, and depicted on Exhibit "A", attached and
incorporated into this Agreement (the"Developer Property").
1.02 The City and Developer hereby agree that Developer will provide, furnish, and perform the
services specified herein on City-owned sidewalks and right-of-ways (the "Project Site") located
adjacent to the Developer Property, as further described in this Agreement in Exhibit "A
attached and incorporated into this Agreement.
SECTION 2
DUTIES AND RESPONSIBILITIES
2.01. Developer shall commence, carry on, and provide the services described herein in accordance
with this Agreement and its attachments and all applicable laws. In providing such services,
Developer shall take such steps as are appropriate to ensure that the work involved is properly
coordinated with any related work performed by the City or the City's authorized representative.
2.02 Developer represents that it has or will secure, at its own expense, all materials, supplies,
machinery, equipment, tool s, superintendence, labor, personnel, insurance, and other accessories and
services necessary to provide maintenance of the following elements ("Improvements"), all of which
are to be installed pursuant to and as more particularly described in the Construction Contract
between Developer and Austin Commercial, Developer's general contractor, which contract is the
subject of Community and Facilities Agreement Contract No. CFA18-0112 between Developer
and the City of Fort Worth Transportation and Public Works Department (such Construction
Contract and Community and Facilities Agreement Contract are referred to herein as "Contracts"):
a) Pavers(Houston Street)- Clay Pavers 2 %,"x 4"x 8"by Acme Brick, Yankee Hill
Medium Red and Pine Hall Pathway Red, Sand set on reinforced concrete sub-base,Medium
Broom Finish Concrete
b) Pavers(5'Street)-Granite Pavers variable sizes (similar to Sundance Square)by Codd
Spring Granite, Mortar Set on reinforced concrete sub-base,Medium Broom Finish Concrete
a. Clay Pavers 2 %"x 4"x 8"by Acme Brick,Yankee Hill Medium Red and Pine Halt
Pathway Red, Sand set on reinforced concrete sub-base
b. Concrete Pavers: 'Verona'3.9"x 18"by Pavestone, Charcoal and Bellows Brown,
Sand set on reinforced concrete sub-base
c) Pavers(Main Street)-Preservation of existing pavers.Replacements to be:
Pd�e I of 12
i
L
Clay Pavers 2 /4"x 4"x 8"by Acme Brick, Yankee Hill Medium Red and Pine Hall Pathway
Red, Sand set on reinforced concrete sub-base
2.03 The City shall be responsible for maintaining its streets and travel lanes excluding the special
pavement treatments (2.02 a, above) in accordance with normal City policies and procedures. The
City shall take such steps as are appropriate to ensure that the work involved is properly
coordinated with any related work performed by Developer or the Developer's authorized
representative.
2.04 In the event that any City-owned property, such as utilities, equipment, turf, etc., are
damaged or destroyed during watering, or maintenance of the landscape improvements due to
negligence or acts of omissions of Developer, Developer shall be responsible for all repairs or
replacements.
2.05 In the event Developer, its successor or assigns, fails to maintain the areas described in
Section 2.02 in the manner required by this Agreement, City shall provide written notice of the
non-compliant conditions to Developer, its successor or assigns. Developer, its successors or
assigns, shall make any necessary repairs to comply with this Agreement within thirty (30)
days of receipt of such written notice or, if such repairs are not reasonably able to be completed
within thirty (30) calendar days, Developer shall have. within that period, begun work on such
repairs and shall diligently pursue them to completion, Provided, however, that if the non-
compliant conditions creates a condition which poses an immediate threat to life, health, or
property such repair shall be completed within thirty (30) days of receipt of written notice. If
Developer, its successors or assigns, does not make such repairs as provided herein, the City
may enter upon the Project Site and take whatever steps reasonably necessary to correct the
non-compliant conditions and to charge the costs of such repairs to Developer, its successors and
assigns.
2.06 The City is not obligated to repair Improvements beyond a level of City's standard street or
pavement design. In the event however, the City pursuant to this Agreement performs any
work of any nature that is Developer's obligation hereunder and which Developer has failed to
perform pursuant to Section 2.05 above, or the City expends any funds in performance of said
work for labor, use of equipment, supplies, materials, and the like that is Developer's obligation
hereunder and which Developer has failed to perform pursuant to Section 2.05 above, Developer,
its successors or assigns, shall reimburse the City upon demand, within thirty (30) days of receipt
thereof, for the costs attributable to such work performed by the City including, if such repair is
made, the cost difference between (i) the City's standard street pavement design and (ii) the
I mprovements installed by the Developer and for the total cost of any repairs that are outside of the
street pavement area. In the event that Developer or its successors or assigns fails to pay the City for
the costs incurred under this section, the City may impress a lien for the costs of such work upon
the adjacent lot(s) within the Developer Property. Such lien shall be perfected by filing in the
office of the County Clerk of Tarrant County, Texas an affidavit identifying the property to be
charged with such lien, stating the amount thereof, and making reference to this Agreement. A
release of lien shall be filed i n the office of the County Clerk of Tarrant County, Texas upon
reimbursement by Developer for all reasonable and actual costs incurred by the City for the work
performed.
Page 2 of 12
SECTION 3
TERM OF AGREEMENT
3.01 This term of this Agreement shall commence upon Developer commencing any work on the
Project Site pursuant this Agreement and shall continue until the earl ier of (i) Developer's
permanent removal of the Improvements from the Project Site and restoration of the Project Site to
the then-existing City standards or (ii) the earlier termination of this Agreement as provided herein.
SECTION 4
TITLE AND CONSTRUCTION
4.01 The Parties acknowledge that the Improvements to be maintained as provided in this
Agreement are the subject of the Contracts and that all necessary reviews, approvals, consents,
inspections and modifications of such Improvements, if any, have been or will be made pursuant to
those Contracts. Subject to the provisions of the Contracts, Developer shall retain ownership of the
landscaping plants, special sidewalk and pavement pavers, benches, project signage, special lighting
and other Improvements located in the City right-of-way pursuant to the Contracts.
SECTION 5
RIGHT OF ACCESS
5.01 City through its Manager, Transportation and Pubiic Works Director, Water Department,
police and fire personnel, and other designated representatives, has the right at any time to enter
any portion of the Project Site (without causing or constituting a termination of the use or an
interference of the use of the Project Site by Developer) for the purpose of inspecting and
maintaining the same and doing any and all activities necessary for the proper conduct and operation
of property; provided this shall not authorize or empower City to direct the activities of Developer
or assume liability for Developers activities.
5.02 The City will have the right but not the obligation to make routine inspections of the Project
Site. In the event the City observes non-compliance of an area or a condition which poses an
immediate threat to life, health, or property, the City shall notify Developer in writing and give
Developer time to correct the area in accordance with Section 2.05 of this Agreement.
5.03 Developer shall maintain the areas described in Section 2.02 in the manner required by this
Agreement. If, as a result of any inspection by the City, Developer is made aware of any
deficiency in the safe and proper functioning of the Improvements described in Section 2.02 then
Developer shall submit an inspection report to the City. Such inspection report shall (i) note any
areas described in Section 2.02, or portions thereof, which need maintenance or replacement to
perform their design function and (ii) address the corrective actions to be taken by Developer in
accordance with Section 2.05 of this Agreement.
SECTION 6
INDEMNIFICATION
6.01 DEVELOPER, ITS SUCCESSORS OR ASSIGNS, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, VOLUNTEERS, AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
Page 3 of 12
INCLUDING DEATH, THAT MAY RELATE TO,ARISE OUT OF OR BE OCCASIONED
BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER,ITS OFFICERS,AGENTS,ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO
LANDSCAPE MAINTENANCE OR THE PERFORMANCE OF DEVELOPER'S
OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY TO
THE EXTENT RESULTING FROM THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR
SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, SHALL
BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF
THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS
OF TEXAS.
6.02 Developer, its successors or assigns, covenants and agrees that City shall in no way nor
under any circumstances be responsible for any property belonging to Developer, its members,
employees, agents, contractors, subcontractors, invitees, licensees, or trespassers, which may be
stolen, destroyed, or in any way damaged (except to the extent resulting from the negligence or
intentional misconduct of the city or its officers, agents, employees, or separate contractors), and the
Developer hereby releases the City from any and all such claims. The City does not guarantee
police protection and will not be liable for any loss or damage sustained by Developer, its
members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers on the
Project Site (except to the extent resulting from the negligence or intentional misconduct of the city
or its officers, agents, employees, or separate contractors). It is further agreed that the acceptance
of this release shall not constitute a waiver by the City of Fort Worth of any defense of
governmental immunity, where applicable. or any other defense recognized by the statutes and
court decisions of this State.
SECTION 7
INSURANCE
7.01 Developer shall not commence work under this Agreement until it has obtained all the
i nsurance required under the Contracts and the City has approved such insurance. Developer
shall be responsible for delivering to the City Developer's certificate of insurance for approval.
Subcontractors shall provide to Developer documentation of insurance reasonably equivalent to that
required of Developer's General Contractor under the Construction Contract, according to the
liability exposures related to the subcontractor's services and/or materials (or shall be covered by
Developer's or the General Contractor's insurance).
A. Commercial General Liability Insurance: Developer shall procure and maintain during the
life of this Agreement and any extension period, a commercial general. liability
insurance policy in the amount not less than $1,000,000 covering each occurrence.
B. Worker's Compensation Insurance: Developer shall procure and maintain during the life of
this Agreement and any extension period, Workers' Compensation and Employers'
Liability insurance coverage with limits consistent with statutory benefits outlined in the
Texas Workers' Compensation Act (Texas Labor Code Ch. 406, as amended) and
Page 4of12
minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$100,000 each disease per employee and $500,000 disease policy limit.
C. Automobile insurance: Developer shall procure and maintain, during the life of this
Agreement and any extension period, a comprehensive bodily injury and property
damage automobile liability policy in the amount not less than $1,000,000.00 for each
accident. This policy shall cover any automobile used by Developer within the scope of
this Agreement.
7.02 The insurance specified in 7.01 .hereof shall comply with the following requirements:
a. The City of Fort Worth, its officers, employees, and volunteers shall be named as an
Additional Insured on Developers Insurance Policies. The additional insured status does
not apply to Worker's Compensation policies.
b. Any failure on the part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirements specified herein.
c. Each insurance policy shall contain a provision stating that the insurer shall endeavor to
provide the City a minimum thirty (30) days' notice of cancellation, non-renewal,and/or
material change in policy terms or coverage. A ten-day notice shall be acceptable in the
event of non-payment of premium.
d. Wavier of rights of recovery (subrogation) in favor of the City of Fort Worth.
e. Except for workers' compensation, all insurers must have a minimum rating of A: VII in
the current A. M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of the City's risk management department. If
the rating is below that required, written approval of the City's risk management
department is required.
f. If insurance policies are not written for specified coverage limits, an Umbrella or
Excess Liability insurance for any differences is required. Excess Liability shall follow
form of the primary coverage.
g. Unless otherwise stated, all required insurance shall be written on the "occurrence
basis".
h. The City, at its sole discretion,reserves the right to review the insurance requirements
i. and to make reasonable adjustments to insurance coverages and their limits when
deemed necessary and prudent by the City based upon changes in statutory law, court
decision or the claims history of the industry as well as of the contracting party to the
City of Fort Worth. The City shall be required to provide at least ninety (90)days prior
written notice of any revised requirements.
i. Deductible limits, or self-funded retention limits, on each policy must not exceed
$50,000.00 per occurrence (so long as commercially available) unless otherwise approved
by the City.
j. City will not be responsible for the direct payment on insurance premium costs for
Developer's insurance.
k. Developer's insurance policies shall each be endorsed to provide that such insurance is
primary protection and any self-funded or commercial coverage maintained by City shall
not be called upon to contribute to loss recovery.
1. While this Agreement is in effect, Developer shall report, in a timely manner, to the
City any known loss occurrence in the Project Site that could give rise to a liability
claim or lawsuit or which could result in a property loss.
m. Upon the request of City, Developer shall provide evidence of insurance policies
required by this Agreement.
Page 5 of 12
n. Insurance certificates satisfactory to the City must be received before Developer
can begin work under this Agreement. Failure to supply and maintain such
insurance shall be a breach of contract.
7.03 The City acknowledges that the insurance described on the Insurance Certificate attached
hereto as Exhibit "13"satisfies the insurance requirements of this Agreement.
SECTION 8
INDEPENDENT CONTRACTOR
8.01 Developer shall perform all work and services hereunder as an independent contractor and
not as an officer, agent, servant or employee of the City. Developer shall have exclusive control
of, and the exclusive right to control the details of the work performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers, agents,
employees and subconsultants (or subcontractors). Nothing herein shall be construed as creating a
partnership or joint venture between the City and Developer, its officers, agents, employees and
subconsultants (or subcontractors), and doctrine of respondeat superior has no application as
between the City and Developer.
SECTION 9
LICENSES AND PERMITS
9.01 Developer shall comply with all federal, state and local laws, rules and regulations as well
as with all regulations, restrictions and requirements of the police, fire and health departments
now or hereafter in effect which are applicable to its operations. Developer shall obtain and keep
in effect at its own cost and expense all licenses, permits, and taxes incurred or required in
connection with this Agreement and its operations hereunder.
SECTION 10
LIENS
10.01 Developer, its successors or assigns, agrees that it shall do no act nor make any contract that
may create or be the foundation for any lien upon or interest in the City's property, and any such
contract or lien attempted to be created shall be void. Should any purported lien on City property
be created or filed, Developer, its successors or assigns, at its sole expense, shall discharge same
within thirty (30)days after notice from City to do so.
SECTION 11
TERMINATION AND DEFAULT
11.01 Subject to the provisions of Section 12.02 below, in the event Developer fails to comply with
any of the terms and conditions of this Agreement after notice and the passage of the appropriate
cure period provided in this Agreement, City shall have the right, and without further notice, to
declare this Agreement immediately terminated by written notice to Developer and to enter into and
take full possession of the City's interest in the project Site, save and except such personal property
and equipment as may be owned by Developer. In the event of such cancellation of this Agreement
by the City, all rights, duties and privileges of Developer hereunder shall cease and terminate.
11.02 Developer shall be notified by written correspondence of Developer's failure to comply with
any of the terms and conditions of this Agreement. Developer shall have thirty (30) calendar days
Page 6 of 12
from the date of written correspondence to correct deficiencies or, if such deficiencies are not
reasonably able to be corrected within thirty (30) calendar days, Developer shall have, within that
period, begun work on such corrections and shall diligently purse them to completion.
11.03 Upon termination, the parties shall be released from all obligations contained in this
Agreement except for any indemnification obligations pursuant to Section 6 of this Agreement
occurring prior to the effective date of such termination.
11 .04 Termination notice shall be considered rendered three (3) business days after placed in
the United States Postal Service for delivery to the other party in accordance with Section 13.
SECTION 12
NON-DISCRIMINATION/DISABILITIES
12.01 Developer, in its maintenance, occupancy, or use of the Project Site shall not discriminate
against any person or persons because of race, age, gender, religion, color, national origin, sexual
orientation, or disability.
SECTION 13
NOTICES
13.01 Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid and
addressed to the other party as follows:
CITY:
City of Fort Worth
Transportation &Public Works Department
Attn:Assistant Director for _
ZOO
Fort Worth, Texas 76102
With copy to:
City Attorney's Office
I.ro7e4os 5¢.
Fort Worth,Texas 76102
DEVELOPER:
Jackson Shaw/Fort Worth Limited
- Partnerships 4890A1pha Road, Suite-100 -
Dallas,TX 75244
Attn: Michele Wheeler
Email: mwheelerg acksonshaw.com
SECTION 14
VENUE AND JURISDICTION
14.01 This Agreement shall be governed by the laws of the State of Texas. Venue for any action
brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be
Page 7 of 12
in Tarrant County. Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
SECTION 15
ASSIGNMENT
15.01 Developer agrees that it will not assign all or any part of its rights, privileges or duties
heretmder without the prior written consent of the City and any attempted assignment of same
without such prior consent of the City shall be void except that Developer may, without prior
written consent, assign any or all of its rights, privileges or duties hereunder to an affiliate
(defined as an entity under common control with Developer), to an authorized Public Improvement
District whose boundaries include the Project Site("Allowed Assignment"), or to the purchaser of the
Developer Property as provided in Section 15.03 below. In the event of an Allowed Assignment,
Developer will notify the City within thirty (30) days of such assignment. If notice of an Allowed
Assignment is not provided within thirty (30) days to the City such assignment shall be void. In
the event of an assignment permitted above, Developer shall automatically be released from any
further obligation or liability under this Agreement. Notwithstanding the foregoing, or anything in
this Agreement to the contrary, it is understood and agreed that Developer will contract or
subcontract various parts of its obligations hereunder to others to perform on behalf of Developer,
and such contracting or subcontracting is expressly permitted hereunder.
15.02 Subject to the limitations contained herein, the covenants, conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding on their
respective successors, representatives and permitted assigns, if any.
15.03 Notwithstanding anything herein to the contrary, no provision of this Agreement shall be
construed to prohibit or restrict Developer's ability to sell, lease, pledge or otherwise transfer the
Developer Property or any part thereof. Upon any such transfer of the Developer Property, the
benefits and obligations of this Agreement shall run with the Developer Property, or portion
thereof, and bind Developer's successors in interest in proportion to the interest in the Developer
Property so transferred.
SECTION 16
WAIVER, SECTION HEADINGS, AND SEVERABILITY
16.01 In the event any covenant, condition or provision herein contained is held to be invalid by any
court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no
way affect any other covenant, condition or provision herein contained; provided however, that the
invalidity of any such covenant, condition or provision does not materially prejudice either
Developer or City in connection with the rights and obligations contained in the valid covenants,
conditions or provisions of this Agreement.
16.02. The waiver by the City of any default or breach of a term, covenant or condition of this
Agreement shall not be deemed to be a waiver of any other breach of that term, covenant or
condition or any other term, covenant or condition of this Agreement, regardless of when the
breach occurred.
16.03 The headings in this Agreement are inserted for reference only,and shall not define or limit
the provisions hereof.
Page 8 of 12
SECTION 17
SUCCESSORS AND ASSIGNS
17.01 This Agreement shall be recorded in the Real Property Records of the applicable county
and shall be a covenant running with the land binding upon all parties having any right, title or
interest in the Developer Property and Project Site, or any part thereof, including their heirs,
successors and assigns, and shall inure to the benefit of the owners of the Developer Property and
Project Site and to the City.
SECTION 18
ENTIRE UNDERSTANDING
18.01 This written instrument including all Attachments, Schedules, and Exhibits attached hereto
constitutes the entire agreement by the Parties concerning this Agreement and the obligations of
the Parties, and any prior or contemporaneous oral or written agreement that purports to vary
from the terms hereof shall be void. This Agreement cannot be modified or amended without the
written consent of all the Parties.
18.02 Neither this Agreement nor any provision hereof may be modified except by an
instrument in writing, signed by the Parties. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.
18.03. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original,and all of which,taken together, shall be one and the same instrument. Electronic signatures and
facsimile, pdf or other copies of original signatures shall be binding as originals.
[Signature Pages Follow]
Page 9of12
W WITN ESS WHEREOF, the parties have executed this Agreement in multiple counterparts.
CITY OF FORT WORTH
By: � !j 41
Iesus Chapa
Assistant City Ma:jager
Date: W
Approved as to Form and Legality
By: —�
Assistant City Attorney
ATTEST
By:
City Secr3k- -
M&C:
Date:
W !{�
Page 10 of 12
DEVELOPER:
JACKSON SHAW/FORT WORTH LIMITED
PARTNERSHIP,
a Texas limited liability partnership
By: JSC Fort Worth GP,LLC
A Texas limited liability company,
its general partner
By: j�t
Name: Michele Wheeler
Title: Vice President
Date: October 26, 2018
a
?FEIGN;REL';OR Di
Page 11 of 12
CITY SECRETA00
FT WORTH,
THE STATE OF TEXAS §
COUNTY OFTARRANT §
BEFORE ME, the undp—ic—d yithnritw, a Notary Public in and for the State of Texas, on
this day personally appeared ' 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 the City of Fort Worth, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this , day of
2018.
AiNotary Public in and for the State Texas
.: My NOtar^/Ip_R 7256490
Expl;es DEcsnber F9.2021
lF OF S
THE 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 Michele Wheeler , 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 Vice President of JSC
Fort Worth GP, LLC, a Texas limited liability company, in its capacity as the general partner of
JACKSON SHAW / FORT WORTH LIMITED PARTNERSHIP, a Texas limited partnership, on
behalf of said limited partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 26th day of
October 12018,
"ar""•,, JANA DAVIDOON N- otary Public in and for the State of Texas
r 4'i, Notary R6tblle, tgtt+of Te
xas
=� GpmrY1. �xf)Iraa N�at(ry' 10 13084442
r
Page 12 of 12
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Contract Compliance Manager
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and report requirements.
Janie Scarlett Morales
Development Manager
OFFICIAL RORi
CITY:SE+AET
F:WORTH,T
Ezernack, Jennifer
From: Black, Doug
Sent: Tuesday, February 19, 2019 4:18 PM
To: Ezernack,Jennifer
Cc: Ramirez, Priscilla; Morales,Janie
Subject: RE:Assignment of Maintenance Agreement
Because it wasn't necessary for her to attest Susan's acknowledgement of the notice. CSO can still file the notice as a
supplement to the original maintenance agreement.
Thanks,
Doug
From: Ezernack,Jennifer
Sent:Tuesday, February 19, 2019 15:44
To: Black, Doug<Douglas.Black@fortworthtexas.gov>
Cc: Ramirez, Priscilla<Priscilla.Ram irez@fortwo rthtexas.gov>; Morales,Janie<Janie.Mora les@fo rtworthtexas.gov>
Subject:Assignment of Maintenance Agreement
Importance: High
Hi, Doug.
Can you please tell me why Mary's signature block was removed from the assignment of maintenance agreement?The
City Secretary's office will not assign us a document number without her signing it.
Thank you!
Jennifer L. Ezernack, CPT
Project Assistant
Planning&Development Department
Development Coordination Office
200 Texas Street
Fort Worth,TX 76102
® Jennifer.Ezemack(a?fortworthtexas.gov 12 (817)392-2737
I am here to serve you! How am I doing?Please contact my manager al
Please take our Customer Service Survey at h=://fortworthtexas.2ov/development/
NOTICE:
Effective October 1,2018
CFA Application fees will increase to$2,230.00
SWFMA Application fees will increase to$635.00
Effective October 16 2018
• 1
ENCRO1CHMENT AI)pIication fees will increaue r)S50.()I I
ENCROACH\IPJ R.OAV Sq.Ft.fees%011 increase to S1 44 per SFiLF
ENCROACHMENT Assipmcnts and Amendment Appication tees will increase to 5500.00
City of Fort`North- `Vorking together to build a strong community
Follow Fort Worth!
M �
gj
FORTWORTH.
2