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Contract 48857-CA1
CITY SECRETARY CONTRACT NO.. 4R95_1-aL ASSIGNMENT AND CONSENT OF ENCROACHMENT LICENSE AGREEMENT THIS ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into by and between (1) the CITY OF FORT WORTH, a Texas home rule municipal corporation ("C "), acting by and through its duly authorized City Manager, Assistant City Manager, or Planning and Development Director; (2) GPAI Fossil Creek, LLC, a Delaware Limited Liability Company("Assignor"), acting by and through its duly authorized manager, GPAI 2017, LLC; and (3) KV Horizons Apartments, LP, a - Delaware Limited Partnership ("Assignee"), acting by and through its duly authorized general partner, KV Horizons Apartments GP, LLC. Hereinafter, City, Assignor, and Assignee may be referred to individually as a"Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City originally entered into an Encroachment License Agreement, City Secretary Contract No. 47546 (the "Original Agreement"), with D Fossil Creek, LP, the then- owner of certain real property (the "Property") more particularly described in the original Agreement and the exhibits attached thereto; and WHEREAS, the Original Agreement, filed on April 1, 2016 and recorded as Instrument No. D216067400 in the Real Property Records of Tarrant County, Texas, is attached hereto with exhibits and collectively labeled as "Exhibit A" to this Assignment and incorporated herein by reference as if set forth in full; and WHEREAS, the City previously entered into an Assignment and Consent of Encroachment Agreement, City Secretary Contract No. 48857 (the "Previous Agreement"), with Assignor, the then-owner of certain real property (the "Property") more particularly described in the Previous Agreement and the exhibits attached thereto; and WHEREAS, that Previous Agreement, filed on March 17, 2017 and recorded as Instrument No. D217059791 in the Real Property Records of Tarrant County, Texas, is attached hereto with exhibits and collectively labeled as "Exhibit B" to this Assignment and incorporated herein by reference as if set forth in full; and WHEREAS, the descriptions of the affected City's Easement (as defined in the Original Agreement) and the encroachments are set forth in the Previous Agreement and exhibits attached thereto, which are incorporated herein by reference for all purposes; and WHEREAS, Assignor has sold the Property to Assignee on October 30, 2018 as evidenced by a deed recorded as Instrument No.13218242697 in the Real Property Records of Tarrant County, Texas; and WHEREAS, Assignor desires to assign the Previous Agreement to Assignee. ` a Q OFFICIAL RECORD CITY SECRETARY U FT WORTH,TX AGREEMENT: NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Assignor hereby assigns, transfers, and conveys all rights and interests and delegates all duties and obligations under the Original Agreement and Previous Agreement to Assignee. 2. Assignee hereby accepts the Assignment granted herein and assumes all of Assignor's rights, duties, and obligations under the Original Agreement and Previous Agreement. 3. Assignor has full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignor's obligations hereunder. Assignee has the full right, power, and authority to enter into this Assignment, to make the representations set forth herein.. and to carry out Assignee's obligations hereunder. 4. The effective date of this Assignment shall be October 30, 2018 (the "Effective Date"). All rights, duties, and obligations under the Original Agreement and Previous Agreement arising, accruing, or relating to the period before the Effective Date are allocated to Assignor, and all rights, duties, and obligations arising, accruing, or relating to the period thereafter shall be allocated to Assignee. 5. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Original Agreement and Previous Agreement as of the Effective Date of this Assignment. 6. Assignor represents, warrants, and covenants with City and Assignee that, as of the Effective Date, Assignor is not in default of any of its obligations contained in the Previous Agreement. 7. City hereby consents to this Assignment upon the terms and conditions set forth herein. Unless and until City has executed this Assignment, it is of no effect. The consent granted herein should not be construed as consent to any further assignments. The failure or delay of City in seeking to enforce any provision of the Original Agreement and Previous Agreement or this Assignment shall not be deemed a waiver of rights or remedies that City may have or a waiver of any subsequent breach of the terms and provisions therein or herein contained. 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with proper postage, certified mail return receipt requested, or by a nationally recognized ovemight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. city Attention: Director Planning and Development Department 200 Texas Street Fort Worth, Texas 76102 Assignor Attn: Luke C. Simpson GPAI Fossil Creek, LLC 4582 S. Ulster Street Pkwy., Suite 1200 Denver, CO 80237 Telephone No.: (720) 889-9206 Email lsimpson2 rg andpeaks.com Assignee Attn: David Moore KV Horizons Apartments, LP 5400 LBJ Fnn., Suite 450 Dallas, TX 75240 Telephone No.: (214) 989-7061 Email: dmoore d knightvest.com 9. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 10. Assignee shall cause this Assignment to be filed of record at Assignee's expense in the Real Property Records for Tarrant County, Texas. 11. The Certificate of Insurance for the Assignor attached as "Exhibit B" to the Previous Agreement is hereby deleted and replaced with the attached Certificate of Insurance for the Assignee, labeled as "Exhibit C". 12. All terms and conditions of the Original Agreement and the Previous Agreement not amended herein remain unaffected and in full force and effect, are binding on the Parties, and are hereby ratified by the Parties. Any capitalized terms not defined herein shall have the meaning assigned to them in the Previous Agreement. 13. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document. [SIGNATURES APPEAR ON FOLLOWING PAGES] ASSIGNOR: GPAI FOSSIL CREEK,LLC, a Delaware limited liability company By: GPAI 2017, LLC, a Delaware limited liability company, its Manager By: GPAI Properties, LLC, a Delaware limited liability company, its Managing Member By: Dillon Peak, LLC, a Colorado limited liability company, its Manager BY: � �_..� Luke C. Simpson, Manager ASSIGNEE: KV HORIZONS APARTMENTS, LP, a Delaware limited partnership By: KV Horizons Apartments GP, LLC, a Delaware limited liability company, its General Partner By: _ David S. Moore Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX ASSIGNOR: GPAI FOSSIL CREEK, LLC, a Delaware limited liability company By: GPAI 2017, LLC, a Delaware limited liability company, its Manager By: GPAI Properties, LLC, a Delaware limited liability company, its Managing Member By: Dillon Peak, LLC, a Colorado limited liability company, its Manager By: Luke C. Simpson, Manager ASSIGNEE: KV HORIZONS APARTMENTS, LP, a Delaware limited partnership By: KV Horizons Apartments GP, LLC, a Delaware limited liability company, its General Partner By: _ Dav' S. Moore Manager OFFICIAL RECORD CITY SECRETARY F`. STATE OF COLORADO § CITY AND § COUNTY OF DENVER § This instrument was acknowledged before me on � vW Z�0 �, 2018, by Luke C. Simpson, as Manager of Dillon Peak, LLC, a Colorado limited liability company, Manager of GPAI Properties, LLC, a Delaware limited liability company, Managing Member of GPAI 2017, LLC, a Delaware limited liability company, Manager of GPAI Fossil Creek, LLC, a Delaware limited liability company,on behalf of said li o any. r ::OF Y A FLEMIN ARY PUBLIC COLORADOY ID 20".4023812 Notary Public, Sta Aof ColoradoMYCOMN EXPIRES DUNE 13.2022 [NOTARIAL SEAL] STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on , 2018, by David S, Moore, the Manager of Knightvest 2018 II, LLC, a Texas limited liability company, as the Manager of KV Horizons Apartments GP, LLC, a Delaware limited liability company, as the general partner and on behalf of KV Horizons Apartments, LP, a Delaware limited partnership, on behalf of said limited partnership.. ................__....._......_ _. _ ....., Notary Public, State of Texas [NOTARIAL SEAL] OFFICIAL RECORD CITY SECRETARY FT WORTH,TX STATE OF COLORADO § CITY AND § COUNTY OF DENVER § This instrument was acknowledged before me on , 2018, by Luke C. Simpson, as Manager of Dillon Peak, LLC, a Colorado limited liability company, Manager of GPAI Properties, LLC, a Delaware limited liability company, Managing Member of GPAI 2017, LLC, a Delaware limited liability company, Manager of GPAI Fossil Creek, LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public, State of Colorado [NOTARIAL SEAL] STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on UGnya 2018, by David S. Moore, the Manager of KV Horizons Apartments GP, LLC, a Delaware limited liability company, as the general partner and on behalf of KV Horizons Apartments, LP, a Delaware limited partnership, on behalf of said limited partnership.. Notary Public, State of Texas [NOTARIAL SEAL] M Madison Bordelon My Commission Expires 09/10/2022 ID N0.131714938 Fc F10AL RECORD SECRETARY FT WORTH, TX APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: Trey Qualls, Assistant City Attorney Rand arwood, irector City Attorney's Office Planning and Develo men Department Date: 3 Date: ®� -OR7- ATTEST: KU City Se aetary SEX 5 Date: kz�-? STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 206 by Randle Harwood, as the Director of the Planning and Development Departme t of the City of Fort Worth, a Texas home rule Municipal Corporation, on behalf of the City of Fort Worth. �..4PpvAuoq� JENNIFER LOUISE EZERNACK a--* Notary Public,State of Texas 9 }P Comm.Expires 03-01-2020 +` Notary ID 130561630 Not ry Public, S e of Te. OFFICIAL RECORD MY SECRETARY FT, WORTH,TX 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. r Janie Scarlett Morales Development Manager F CORD TARY ,TX EXHIBIT A ORIGINAL ENCROACHMENT AGREEMENT Exhibit A Original Encroachment Agreement Page 15 of 15 MARY LOUISE GARCIA COUNTY CLERK 100 WIN;::: therf Fort Worth,TX 76196-0401 PHO 84-1195 CITY OF FORT WORTH 1000 TH ROC KM0RTON ST FT WORTH,TX 76102 Submitter: CITY OF FORT WORTH/DEVELOPMENT&® PLANNING T DESTROY WARNING- THIS&T OF THE OFFICIAL RECORD. Filed For Registration: 4/ 016 3:55 PM Instrum 216067400 E 15 PGS $68.00 By: D216067400 ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. .� Page 1 of 15 9 � ^! s CITY SECMAW /CEMENT RACT No.OD DEB 25 2016 EASEMENT ENCROACHMENT LICENSE 1 -- ''''; rGn; o Commercial de g� 1 THIS AGREEMENT is made and entered i between THE CITY OF FORT WORTH,a home rule municipal corporati o County,Texas("City"), acting by and through its duly authorized Ci its duly designated Assistant City Manager or Planning and Development recto and D Fossil Creek,L.P., a Texas limited partnership ("Licensee"), owner of a real operty located at 5800 Sandshell Drive,Fort Worth,TX 76137("Property"). ASUALS WHEREAS,Licensee is the o am real property situated in the City of Fort Worth, Tarrant County, Terms !Zrularly described in the attached Legal Description of the Property;and WHEREAS, the C�y a fteen foot (15') wide utility easement (the "Easement")in the Prope n the map attached to this Agreement as Exhibit "A" and incorporated h urposes, and as more particularly shown on that certain Replat of the St en ossil Creek recorded in the Plat Records of Tarrant County,Texas at Plat Rec me 388-188;and WHEREAS, Qbcaintain, has constructed and installed, and desires to repair, replace,remove,op a trash compactor enclosure, a retaining wall and other related imp em and equipment, which encroach onto a portion of the EasementZan ty will allow the encroachment under the terms and conditions as set forth ient 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 repairing,replacing,removing,operating and maintaining,a trash compactor enclosure, a retaining wall and other related improvements and equipment(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 2015 Easement Encroachment Agreement-Commercial Page 1 of 13 Rev.02/201 1333648,9 Page 2 of 15 infringe in or on City's Easement beyond what is specific ribed in the Exhibit(s) attached hereto. 2. All new construction, maintenance and erat in connection with such Encroachment, use and occupancy shall be o strict compliance with this Agreement and the City's Charter, Ordin s and odes and in accordance with the directions of the Director of the Transporta and lic Works or the Director of the City's Water Department, or his or her duly ed representative. Licensee shall submit all plans and specifications to th&pplicable Director or his or her duly authorized representative prior to any new cons in connection with the Encroachment. Licensee shall not commence any new on of the Encroachment until receiving written approval by the Director, approval shall not relieve Licensee of responsibility and liability for cor&BL and computation in the preparation of such plans and specifications. /y 3. Upon prior wri e Licensee, except in the case of an emergency, Licensee agrees that Cit and utilize the referenced areas at any time for the purpose of installing, r eplacing, or maintaining improvements to its public facilities or utilities ne s or the health, safety and welfare of the public or for any other public purpose. all bear no responsibility or liability for any damage or disruption or other e consequences resulting from the Encroachment installed by Licensee,,but City 11 ine reasonable efforts to minimize such damage. In the event that any instal tallation,relocation or repair of any existing or future utility or improvements own y,constructed by or on behalf of the public or at public expense is made mo stly virtue of the construction, maintenance or existence of the Encroachment e, 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. 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 13 Rev.02/201 1333648.9 Page 3 of 15 5. The term of this Agreement shall be for 30 ye a ing on the date this Agreement is executed by City. However, this AlWerrt shall terminate upon Licensee's non-compliance with any of the terms ement. City shall notify Licensee in writing of the non-compliance, an f n cured within 30 days, this Agreement shall be deemed terminated,unles h mpliance is not susceptible to cure within 30 days, in which case this A" emen all be deemed terminated in the event that Licensee fails to commence and t such s as are necessary to remedy the non-compliance with 30 days after written ecifying the same, or having so commenced,thereafter fails to proceed 'ligently and with continuity to remedy same. It is further understood an een the parties hereto that the Easement to be used and encroached upon as de erein,is held by City as trustee for the public; that City exercises such powers er asement as have been delegated to it by the Constitution of the State ofRTe y the Texas Legislature; and that City cannot contract away its duty an a rve power to control the Easement for the use and benefit of the public. It ' in agreed that if the governing body of City may at any time during the term of rmine in its sole discretion to use or cause or permit the Easement to be used ther public purpose, that does not preclude the use of the Encroachment on e erty, including but not being limited to underground, surface or overhead co tion,drainage,sanitary sewerage,transmission of natural gas or electricity, er public purpose, whether presently contemplated or not, that the parties ee negotiate in good faith in order to accommodate the Encroachmen lic 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 HIND 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 ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT 2015 Easement Encroachment Agreement-Commercial Page 3 of 13 Rev.02/201 1333649 9 Page 4 of 15 OF OR IN CONNECTION WITH THE ENCROAC TS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, CERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTO , S CONTRACTORS, LICENSEES,OR INVITEES. 8. While this Agreement is in effec icen agrees to furnish City with a Certificate of Insurance naming City as certi ate hol as proof that it has secured and paid for a policy of public liability insuran ng all public risks related to the proposed use and occupancy of public p#Werty as located and described in Exhibit"A". The amounts of such insurance e t less than mercial General Liability with the understanding and agre QentZllicensee that such insurance amounts may be revised upward at City's 4►p ithat Licensee shall so revise such amounts immediately following no ensee of such requirement. Such insurance policy shall not be canceled o ithout at least 30 days prior written notice to the Building Official of the f Worth. A copy of such Certificate of Insurance is attached as Exhibit "B' rporated herein for all purposes. Licensee agrees to submit a similar Certif to surance annually to City on the anniversary date of the execution of this Agree Licensee a s,bt s and obligates itself,its successors and assigns,to maintain and keep in s ublic liability insurance at all times during the term of this Agreement and unt a removal of the Encroachment and the cleaning.and restoration of the Eas All surance coverage required herein shall include coverage of all Licensees'con s 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 13 Rev.02/201 1333648.9 Page 5 of 15 11. Licensee agrees to pay promptly when due all fe ;Zo, tals provided for by this Agreement or by any federal,state or local sta. w regulation. 12. Licensee covenants and agrees that ' hall ate hereunder as an independent contractor as to all rights and privileges gr ed her der and not as an officer, agent, servant or employee of City, and Licensee ave exclusive control of and the exclusive right to control the details of'ts operations, and all persons performing same, and shall be solely responsible for the ad omissions of its officers,agents,servants, employees, contractors, subcontracto c ees and invitees. The doctrine of respondeat superior shall not apply City and Licensee, its officers, agents, servants, employees, contractor*aD ntractors, and nothing herein shall be construed as creating a partnership enterprise between City and Licensee. ® 13. Licensee agrees o dges that this Agreement is solely for the purpose of permitting Licensee to tru aintain and locate the Encroachment over or within the Easement and is not n ce of any right,title or interest in or to the Easement nor is it meant to conv an 'ght to use or occupy property in which a third party may have an interest. Lice a ees that it will obtain all necessary permissions before occupying such pro 14. In ction rought by the City for the enforcement of the obligations of the Licensee,City 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 2015 Easement Encroachment Agreement-Commercial Page 5 of 13 Rev.02/201 1333648.9 Page 6 of 15 Licensee in the event of default or otherwise shall not require approval provided that said lender notifies City in writing within 60 days of such a or assignment and assumes all of Licensees' rights and obligations here H ever, no change of ownership due to foreclosure or assignment to any s d der of Licensee shall be effective as to City unless and until written notice eclosure or assignment is provided to City. 1 Any cause of action for breach of Uirnent shall be brought in Tarrant County,Texas. This Agreement shall brgoverned by the laws of the State of Texas. This Agreement shall be b#1 ' the parties hereto,their successors and assigns. [SIG PEAR ON FOLLOWING PAGE] 2015 Easement Encroachment Agreement-Commercial Page 6 of 13 Rev.02/201 1333648.9 Page 7 of 15 THIS AGREEMENT may be executed in multiple co arts,each of which shall be considered an original,but all of which shall con a on ft strument. City Licens CITY OF FORT W RTH FOSS CREEK,L.P., a 'ted partnership By: D Spirit,LLC, and a Colorado limited liability company, Director its General Partner Planning and Development By: L Simpson,Manager Date: C L(ji ATTEST: Approved As To Form and Legality City Se et Assistant 6ity Attorney F ORS v 2015 Easement Encroachment Agreement-Commercial Page 7 of 13 Rev.02/201 1333649.9 - - Page 8 of 15 - STATE OF TEXAS § COUNTY OF TARRANT § Ahis ' ent was acknowledged before me on201_� by,R'gidall Harwood, Director of the Planning eve me t Dep e t of the City ort Worth,on behalf the City of Fort Wort CASSANDRA F.FOREMAN lic,State of Tex Notary Public,State of Texas My commission ExP4161 April 26,2017 After Recording Re Cassandra Forem Planning and QLy ent epartment 1000 Throckmo Fort Worth X,761 2015 Easement Encroachment Agreement-Commercial Page 8 of 13 Rev.02/201 1333648,9 — -- - _ Page 9 of 15 STATE OF § COUNTY OF V § BEFORE ME, the undersigned authority, a Qp c in and for the State of Texas, on this day personally appeared Luke i Manager,known to me to be the person whose name is subscribed to th oregoin instrument, and acknowledged to me that he/she executed the same for the p consideration therein expressed,as the act and deed of D Spirit, LLC, orado limited liability company, as General Partner of D Fossil Creek, L.P., a Texaftwilft partnership, and in the capacity therein stated. * C(7 WN GIVEN UNDER MY H A SEAL OF OFFICE this 2 Cr day of NVWOWU 20 LESLEY A.F ^ NoraRv STATE OF LOR 0 NOTARY 0 812 Notary Pu lic in and for the State of CaG d-0 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Rev.02/201 1333649 9 Page 10 of 15 LEGAL DESCRIPTION OF THE PROP TY BEING all of Lo4 1R, Block 36 of Re*t of Sto Fossil Creek, an Addition to the City of Fart ftrlh, Torrunt Co recorded in Ca6nek A, Poges 4722 and 4723, Plat Rem fa ant County, Texas and being mare partiieulady described as dell BEGINNING at a 112` iron found far c pn e Barth riot-of-wcy line of Fossil Creek Boulevard (woriat�e width rig way), and being the most southeasterly comer of said Lot 1, ck 36 of Stooeglen at Fossil Creek; THENCE, the fakwiag bearings an es Bang the norlt't right-af-way line Df said Fos.-1 Creels BoutevordL Westerly aJony o cirtulai cu i Frft having a cer,trai a5nt a ,f S2ti'03', a radius of 12. f a chard bearing N W15'29" W a dtstanee of 300.40 f c dislanate of 300.45 fret to o 1,/2` iror: rod set f er the point of tangency; North 99'S$'30* West nce of 543.37 feet to a 1/2' iron and found for corner a int of curvature for a ckculor curve to the right, having u angk of 89'54'35", a radius or 30 M feet, o chord orth 45'01')3" 'Nest a distance of 42,39 feet, Northweste id &cusar curve to the tight, on arc distance of 47M feel 112'. ircm rod set far corner at the paid at tangent the st right-of-*oy fine of Saodshell Drive (6B' THENCE, the faliowirq beafiags and distances oiong the twit right-al-wuf kne of sand Sandiihefl Drive: NaeUs 933'h5" West, a distance of 307.71 feet to a 1/2' iron rod set for earns.t at the point of curvature far a circular ctrrv¢ to tht left, hoving a central oNle of 20'i6'46". a radius of 73400 feet. u chord bearing North 10'22''$` west a diSlance of 262 64 feet. Northoesteny along sa;f Lirculur curve 10 the left, r1n orr_ distance ar j,64 07 fee, to 0 1/2" Iran rod set for earner at the point o' tongency, 2015 Easement Encroachment Agreement-Commercial Page 10 of 13 Rev.02/201 13336E8.9 Page 11 of 15 North 2940'41" West, o distance of 5.31 feet to Ion rod set for corner; North 20'40'41" 'Nest, a dislonce of 671.65 it 1/2' iron rod set for corner at a point on a cifeulor curve t he hi, oviq a centrat angle of 10'25'51', a radr+us of 1,666. and beor�nq North 15`27'46" 1Wesl 0 distance of 302 838 1; Nothwesterly along said cacutor curve fight, an arc distance of 303,30 feet to a 1/2` iror` rod uL for corner; 1HEWE. North 85'02'49' East, d id east right-of waY tine a distance of 533-M feel la o4o I it rod found for cmer, THENCE, South 29-37'18', Ea• rice of 243.69 feet to a 1/2' iron rvd found for corner; T)4ENCE, '-louth 2Q'40' distance of 0445 feet to a 1/2` iron rpa tourW nt the paint at for o circular curve to the Left having o central onjoe of 19'54 radius of 147.OG, a chord bearing South 39,54`084 East a di M-81 feet., rHENCE, along sa' curve to the left, an arc distance a1 51.�17 feet to a 1/2' iron for corw at the point of curvature for a circuWr carve to thdIIIII1,01 g e centraG ongle of 4F25'11", a radius of 147.00 feet a chard tearing South f:S'Ov'52' East a distance of 115.07 feet; rftENCE., you rty and Northeasterly glong said cifcutar cirae to the left, on arc distance of 119.10 feet to as Y in concrete found for corner; THEW-E, South 11'59'33` East, a distarke of 248.46 feet tb a 112' iron rod found faf earner on a circular curve to the left, having Q central angle of 53'23'29', c radius of 145.67 feet, a chord bearing South 74'39'35' fast a dislonce of 130.89 feet; ri1ENCE, Southeusterly and Northeasterly along said circular curve to the left, an arc dislonce of 135.74 feet to a 1/2' iron rod found for corner; WNCE, South 5'14'50' East, o distance of 404.84 feet to the Pot-J Of NEOLMING and containing 1,072,910 square feet or 24.53 acres of land rrroreor less- 2015 Easement Encroachment Agreement-Commercial Page I 1 of 13 Rev.02/201 1333648.9 Page 12 of 15 %IBIT"A" m Map ofEnallictand Easement "c"77"eP 44P 50 fX?,2!,F4 PO .�VZ DUTY EASE �Tuly MYT YCL W-�Se.n �9 R-TC.T. IA F H-E 9A� 15 "G. TY -A, HYENT 5-VASWY"LL -5Z!6�11 ZN A 4723 ,!?.7�0 T 13 21) fi ME SCALE IN FEET HENNESSEY ENCROACHMENT AREA SHEE7141 I JENGINEERINGJ NCE PART OF LOT l.R, BLOCK 36 1417 X�5 FORT WORTH, TEXAS M(tT2)245- ;�- FILE W. 2015 E—i Encroachment Agreement-Commercial Page 12 of 13 Re,02/201 J Page 13 of 15 COUNTY CLERK'S MEMO PORTIONS OF THIS DOCUMENT NOT LEGIBLE WHEN RECEIVED EXHIBIT`FB" Certificate of Insurance ACC>i?0 CERTIFICATE OF LIABILITY IN N r ---- -- _.__...� I THIS CERTIFICATE Ci ISBUE�A`A M4??8R OF INFONNtA LION OML1 ANU CgNAI I ON THE rORD 2 V HOLDER-.HIS CERTIfMATF CLOGS`N6T AFFIRMATIVELY 6R NEGATIVELY APE.,E%TEMD O C C.!AEFO P.DFO BY FHE PpLFCI£S •` BELOW THIS CF�TIFICA.TE OF INSURANCE DOES NOT CONSTITVTL A CGNT CT B!r N TN IS9OING 4SjRE4,S:,A''IHOR¢ED REPNIFSE-47ATIVE OR PROCLZtR.ANO THE CERTIFICATE HOLDER IMPORT AN'. I'I,cErti.Z.A,dii O,I r if' iATIONA'i WSJRE$.'P+Pn r�— DES.:f SL^DRD4ATiON IS WAIVED...hp(;a Iht 7.w.1 arr::CDnc:lia---s N!ttr:NNlicy,ee9Am Poii«iex may rEquira lr K _nrdn:T A v -en,Dn tNa CPrtiht3!i NxE nrt_onfe nghly to the j �1,Eryil Me h='N.m PTJ a 5,0<nPLvrs(H' VIFir rim.Ger. .-N:! _ ',.I i�J''•-1 rrlrl.. IF .r:9ux_i::i r'�PWC CDC'?:.EE M/,IC• frwtN •.t ca•.:!I�`::t,l i..-v 111:-1f.:l l':��.."•;fi..-.I,'.'_- �il:ll: 3 r. 1 , „ txx-tiJ 16Ll L.IJyJI lR'QIT E7 Y .' 1)rn,..iri::": n K,Isinrrd l,:]ti"IT Fiu ills t_'3':1, E+E Ek F COVERAGES CER'TIPICATEN REVISION NUMBER: ti Iti '� v:1nz :IL:;__'!f'n =LI• L: hL_I..:;Y!L�r '�lCl:R+1.1:L.ti5V:T.F---'C7 tV111CI,rx7J - -_C I ::'.!N.:•nr kE3L _t:. -L�lrC. '�i6_T P .F I_F 7!'7l`l'V'':"'1-F.!FEFT'7 1'Iv17F Y-' 6E'33VEL iG 11 6'. He FGL.:I._�Lx.S_LC 36�.tiGlr:1�J4_._- -ry ILL _*�-I:S-. �.. F... ._ IC...+.:T^.ry _rn ... !r r nu}JF+Hrr �aUb P-Cv FP t` bANL °F It.0 jrv. I. - NY fllr(r \\�\\\ .. : . 4\\\\\\ Jl �Vrrlfr: CERTIFICATE HOLDER CAMCELLAiiDK—-- - - 13"3456 AHi T rHE AROVE'JESCN6ED PC_ICIE9 SE CANCFrLED 6EFCINE C>.•I•r,�r!:n,1 r:,'fl,...�lr-ten•.;rr r 'rrc.L BE D�nENEc INACCORDANCE WIT4 THE POL:C RtI•:Iswr:E i Ut•R 17.r::cF.:•r:rtulrs:-or rl � f1� I p/ : '-946-201+ArORi+f'ORPn T=ON AI(rq n+s resar:e:?. A C.^R'.{.35 RGI a�E': •tre ACORD name Mj.ean nrs registxrad rr.a rill, NhA:('jPD 2015 Easement Encroachment Agreement-Commercial Page 13 of 13 Rev.02/201 133,3648.9 Page 14 of 15 STATE OF49u`C9��' § COUNTY OF U�JV § BEFORE ME,the undersigned authority,as ' in and for the State of Texas, on this day personally appeared Luke Manager,known to me to be the person whose name is subscribed to th oregoi instrument, and acknowledged to me that he/she executed the same for the p consideration therein expressed,as the act and deed of D Spirit, LLC, aWolorado limited liability company, as General Partner of D Fossil Creek, L.P., a Tex partnership, and in the capacity therein stated. GIVEN UNDER MY H D A SEAL OF OFFICE this C_ day of tCi1Jk y�1k� ' 20 r LESLEYA.FLEMING NOTARY PLIBL IC STATE OF COL'7+RA Notary Public in and for the NOTARY 10 201440 12 MY COMMISSION EXPI n J 2018 State of `�(l "y la S )� 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Rev.02/201 1333649.9 EXHIBIT B PREVIOUS AGREEMENT :I* Exhibit B s Previous Assignment CITY SWJWAW CONTRACT NO. a FEB 25 2016 CO EASEMENT ENCROACHMENT LICENSE AGREEMENT CDCommercial 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 D Fossil Creek, L.P., a Texas limited partnership ("Licensee"), owner of the real property located at 5800 Sandshell Drive,Fort Worth,TX 76137("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 fifteen foot (15') wide utility 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 as more particularly shown on that certain Replat of the Stoneglen at Fossil Creek recorded in the Plat Records of Tarrant County,Texas at Plat Record Volume 388-188; and WHEREAS, Licensee has constructed and installed, and desires to repair, replace, remove, operate and maintain, a trash compactor enclosure, a retaining wall and other related improvements and equipment, which encroach onto a portion of 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 repairing, replacing,removing, operating and maintaining, a trash compactor enclosure, a retaining wall and other related improvements and equipment (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 2015 Easement Encroachment Agreement-Commercial Page 1 of 13 Rev.02/201 13336489 •TRC• TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 1 Of 15 Page 2 of 15 infringe in or on City's Easement beyond what is specifically described in the Exhibit(s) attached hereto. 2. All new 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 any new construction in connection with the Encroachment. Licensee shall not commence any new 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, but City will make reasonable efforts to minimize such damage. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance or existence of the Encroachment and 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. 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 13 Rev.02/201 1333648.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 2 Of 15 Page 3 of 15 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 ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT 2015 Easement Encroachment Agreement-Commercial Page 3 of 13 Rev.02/201 1333648.9 *TRC- TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 3 Of 15 Page 4 of 15 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 13 Rev.02/201 1333649.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 4 Of 15 Page 5 of 15 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 2015 Easement Encroachment Agreement-Commercial Page 5 of 13 Rev.02/201 1333648.9 •TAC• TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 5 Of 15 Page 6 of 15 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. 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 13 Rev.02/201 1333648.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 6 Of 15 Page 7 of 15 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 D FOSSIL CREEK,L.P., a Texas limited partnership By: By: D Spirit, LLC, andle a Colorado limited liability company, Director its General Partner Planning and Development By: L Simpson,Manager Date: , 20L(Q ATTEST: Approved As To Form and Legality City Se et Assistant Jity Attorney FORA t> W 2015 Easement Encroachment Agreement-Commercial Page 7 of 13 Rev.02/201 1333648.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 7 Of 15 Page 8 of 15 STATE OF TEXAS § COUNTY OF TARRANT § s ' ent was acknowledged before me on b dall Harwood, Director of the Planning aq Development Dep e t of the City of Fort Worth,on behalf the City of Fort Worth. CASSANDRA F.FOREMAN otary Public, State of Tex ° Notory Public,State of TexoS 3 ; My Commission Expires s�Fa:d+ ApfA 26,2017 r 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 13 Rev.02/201 1333648.9 +TRC• TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 8 Of 15 Page 9 of 15 STATE OF CcC ' § COUNTY OF N vw Ly § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Luke C. Simpson, 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 D Spirit, LLC, a Colorado limited liability company, as General Partner of D Fossil Creek, L.P., a Texas limited partnership, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 230- day of NO�UOWU ,201�. LESLEY A.FLEMING { NOTARY PUBLIC Jy` STATE OF COLORADO A'JA.A NOTARY ID 20144023812 Notary Pu lic in and for the State of 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Rev.02/201 1333648.9 *TRC• TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 9 Of 15 Page 10 of 15 LEGAL DESCRIPTION OF THE PROPERTY BEING alb of Lot 1 R, Block 36 of RepMt a( Stonegten at Fossil Creek, on Addition to the City of Fort worth, Torrant County. Texas as recorded in Cabinet .A, pages 4722 and 4723, Plat Records, Tarrant County, texos and being more porticulaly described as follows: BE,GINNING at a 1126 iron found for corner an the north right—of—way line of Fossil Creek Boulievard (v ariob$e width right—of—*ay), and being the most southeasterly corner of said Lot 1. Block 36 of Styr Ien at fossil C'ree*. THENCE, the fotiowing bearings and distonices along the nortfi right—of—way line of said Foss:l Creak Boulevard: Westerly aft nq o circuloi rurve to the felt ham a eentrrYl 0119le of 3*26'03`, a radius of 5012.11 feet, o chord bearing N W15'29" W a distance of 300.40 feet for an art distance of 300.45 feet to 0 1/2` iroa: and s%4 for comer at the point of tangwy: North 8T58'30" ~Nest, a distance of 543.37 feet to a 1/2` Iran rod found for corner at the point of curv+atuie for a circular curve. to the right, having o central angle of 8754'35", a radius of 3000 feet, o chord bearing North 45Q 1'13 West a distance of 42.39 feet, Northwesterly olor�g said cKcu�or curve to the right, an art- distance of 47.08 feel to a 1 f2 ircmra rod set far corner of the point of tangency on the Bost right—of—way rifle of Sandshell Orive (60' ff tl W.) THENCE, tne following bearings and distances Otflng the east right—of—wur kne of said Sandshell Drive: North 0'03'55" West. o distance of 307.71 feet to a 112. iron r ad s;et fir corner at the point of curvature for a Circular curve to the lest, having a central angle of 2(1r36'46", a radius of 734.00 feet. a chard bearing Noah 14722'TS" West a distance of 262 64 ieet. Northwesteny along sa;d circular curve 10 the left, ur ofc: distancc: of ;b4.07 feet to o 1/2" irm rod set far corner at tire, point of tangency, 2015 Easement Encroachment Agreement-Commercial Page 10 of 13 Rev.02/201 1333648.9 *TRC* TARRANT Doe: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 10 Of 15 Page 11 of 15 North 294,0'41" West. a distance of 5.31 feet to a 112" iron rod set far corner; North 20'40'41" 'West, a d+sionce of 671.55 feet to a 1/I' iron rod set for corner at a point on a circulor cwve to the right, having a central angle of 10'25'51 QL rachus of 1,666.00 feet, o chord be" North 15'27'48" West a distance of 302 88 feel; Northwesterly Wo" said circular rurvs to the right, an arc distance of ,1,D3.30 feet to a 1 f 2` iron rod set for corner; ]HENCE, t4orth 85'02'49' East, dVarting said east right-of way line a distonce of 533-55 fat la a o 1/2" iron rood found for comer, Ttt£NCE, South 29`37'18', East, a distance of 243.69 feet to a 1/2' iron rod found for corrmr, HENCE, South WOW East, a distance of W.45 feet to a 1/2" iron roa fourrrl at the paint of curvature for a circular curve to the left haying n central angle of 19'54'17'. a radius of 147.00, a chord beating Seth 39'54'08" East a distance of 50.81 feet; THEM, along said circular curve to the left, an asc distance of 51.07 feet to a 1/2' iron -rod found for corner at the point of cunratufe for a cucu►ar curve to the lePh having a central ong►e of 46'25'91", a radius of 147.00 feet a chard tiring of Wirth 7NOY52' East a distance of 115.07 feet. frtENCE, Southeastedy and hlortheasterllr glong said cifcutor oirve to the left, can are distance of 119.10 feet to on Fat" in concrete found fray tamer; THEHGE, South f 1'59'W East, a distme-e of 248.46 feet to a 1/2' iron rod found far earner on a circular curve to the left, having a central angle of 53'23'25", a radius of 145.67 feet. d chord bearing South 74'39'35' East a distance of 130M feet; rKNCE, Southeustedy and Worthen i" along said circular curve to the left, on arc distance of 135.74 feet to a 1/2' iron rod found for comer: 4 HENCE. South 5'14'504 East, a distance of 404.84 feet to the POL41 OF BEGMING and containing 1,072,910 square feet or 24.63 orres of land Moreor less_ 2015 Easement Encroachment Agreement-Commercial Page 11 of 13 Rev.02/201 1333648.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 11 Of 15 Page 12 of 15 EXHIBIT"A" Map of Encroachment and Easement U fGnk CFEfN AWLS LLC A4577UY:A�i 15 0, ?1 fI1172i5 yy't' -.-4TIUTY C.P..t'.CF FA 1 _ EVCRNCHVENT 5 tYa da✓AW LC AREA Nu )r:ri'm' is J.G. t.Tlm EsYT Y"L W-ISE. Ro. '9 c RRSt CREE)(@OULEVARC �h LG^AT�t SWE 1a600' '/Z I,if.. �5 .�c .TILITY Esvr ,.RTC.T. t.• -- --Ew'ROx-H T Tt'c IN E*TYEW 2E_,rix`,3-5 'y,O c NASCO%RY - .;.c;^•,;F'.S v'IJ�.:_!;SST.„'.Si,'r ,??: l A S `' S MANHOLE ElE�THw 9"..•Y 20 C 8 TREE SCALE IN FEET � UGC ENNESEY� ENCROACHMENT AREA a EN INNEERING,INC. PART OF LOT iR, BLOCK 36 f ray Vti a�.�t m FORT WORTH, TEXAS N%:.95 OF 2015 Easement Encroachment Agreement-Commercial Page 12 of 13 Rev.02l201 13336481 .T c•TANUM Doe: 000067400 Data: 04/01/2016 Vol: 0000000 Page: 00000 Page: 12 Of 15 Page 13 of 15 PORTIONSPTMEMO NOT LEGIBLE�VI.�EN THIS DOCUMENT EXHIBIT "B" Certificate of Insurance CERTIFICATE OF LIABILITY INSURANCE I THIS�GE—RTIFICATE r ISSUEG AS A MATTER OF INFORM4.'ION ONLY ANO CONFER%NC'RIGW9 UPGN THE CERTIC:CA`E HOLDER_:HIS CERTIFICATF�DOES NOT AFF IRN ATIVELY OR NEGATNELY AMEND,OCTEN0 OR ALTER 1RE COVCKAOE WORM 6Y T!E POLICIES BELOW THIS CFRTIRCAT6 OF 00SURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING utS JR.Fa:S;: AdrHORQED I REPAF,EENTATIVE OP.PRODUZER AND THE CERTIfK:ATE HOLDER IMPORTAN' h(Y-e v"fiftcate holder ii>an ADDITIONAL WSJRED.fhP It;o bF cT+dor d. tf SV0RDGATION IS WANEU.Butajeet to ht lermf an-i conditions of the policy,twtalh po;ic{ey<11Y7•lV•}Yiie>F eP[k tS2+'ren:. A SCatenie•n on th.4 ce1T16.31,F NDC'_npt crnler rights to the I _4.L�+tif�celB h:ldal In i'EJ O'Si•ctl Crtdp3el'q'rslFfrr - _ ' t tN'J4nlIrA 54l'ti':!'IC::I:Y i'.%lil`{:i:iri: ."1�':!':'• tMblbiCL• _,f.;7n.,r-'.L1nmp.:a..a."ar +suetr:r ?\fl lgJt Dt}IaD'lI"iJt il'c CCdYnE\tfe:� y-i'r- i _�51:•S A,r-.... .:k<I:,_.VIa .C:Nr bW1YElrC tir:ksltlr;II::hTnear ,rat:-.la;: .T r ^(q`:94 ' .:`ri.r:.1, «elwE*., NI:i..nl,ll.:*:TorFin'Lls1:vl':n p. }+IU s1E11P1i I wfrXlETr f , COVERAGES CER`FIFICATEHUMBER: ,_r.la<i: REVISION NUMBER X't,tin\ HIS IS C .V.'IV,•.N!, trr-vLR_ic�;�F LIS LL•6EL-J:.'J,:R L•-E_A iS3 J_ TI'_IN- -U i150 'f PLF:3, . _E -4C- f u%.NJING i-i'r Rk0L1Ii1._MzW LRL! Ll.v-';1N 3T -oP vF r,I-.P:);:, -4 H r•_E-F'ECT' 'Xh,CN Tr: I.I`LF:lel/EL OR P--L•-Kf C i:IN "t-L!h SUR4,1 'FGSJE�61 'Hi�Fi1L'_i6�-i:SC• 3LiL- AlkNIh'G•SLca.' _ ::L _ 3oPS - iti:�.J:=1.•N3!•TdC 6raJC:7rC:yS trf 510'!F:_IL._S[1••l..:i•q':.-.r.r,cu�;e L•_;Y':7CaC: ,:; n -I�11e TYPC+F wR11L[W-T 1, cDYlt x Ia LeNERai JAat r- y n -.'<Ir t _ G� .. F%,-40,i 010 fll1(1 7YC .V.:T' ` f'i - 'eIr111lpI F NN 1N '- E;CEbbi eE .1":•. _e - -.-er' :• 1',�li:•piJ htaRK[tt._ *r:IN N CENTIRCATE HOLDER CANCELLATION'-- 13463456 t1�-A I c'•r S DULD ANt OF THE ABOVE DESCRIBED PO_iC1E9 SE CANCEaLED BEFORE i1:•1•n?n-t;•nl t+!()._•. r IHL EAPRAT1011 (`.ATE TMLRLC M'4i10E WLL BE DELNLRLC IN ACCORDANCE WIT410L POL:CY DR01,W00iE Ic,r'•+•.Ir.r- -.rTt� }eLr-toazzsti::ArrPes >��-jj',e II `� j� Y9E8.201A ACORC,CORPORATION AN riDhts resen•ext. ACORiD25;2f+d;g^ The ACORD rome rcgistrred mists itf k-0RD 2015 Easement Encroachment Agreement-Commercial Page 13 of 13 Rev.02/201 1333648.9 *TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 13 Of 15 Page 14 of 15 STATE OF ��� § COUNTY OF U LV § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Luke C. Simpson, 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 D Spirit, LLC, a Colorado limited liability company, as General Partner of D Fossil Creek, L.P., a Texas limited partnership, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23-aday of 20 LESLEY A.FLEMING NOTARY PUSt.IC STATE OF COL171RADO Notary Public in and for the NOTARY ID 20144023812 �n1 W COWSSION EXPIRES JUNE 13 2018 State of �i 1 0 VC1� 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Rev.02/201 1333648.9 'TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 14 Of 15 Page 15 of 15 MARY LOUISE GARCIA ANFIM COUNTY CLERK 100 West Weatherford Fort Worth,TX 76196-0401 PHONE(817)884-1195 CITY OF FORT WORTH 1000 THROCKMORTON ST FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH/DEVELOPMENT& PLANNING 90 NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 4/1/2016 3:55 PM Instrument#: D216067400 E 15 PGS $68.00 By: D216067400 ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. -TRC* TARRANT Doc: 000067400 Date: 04/01/2016 Vol: 0000000 Page: 00000 Page: 15 Of 15 EXHIBIT C CERTIFICATE OF INSURANCE Encroachment License Assignment Agreement Revised 12/2018 EXHIBIT C CERTIFICATE OF INSURANCE Exhibit B Exhibit C DATE(MMIDDlYYYY) Certificate of Insurance "IFICATE OF LIABILITY INSURANCE } 19.I 1 zn s/2o 1 a "uI � { 1 gl , )F INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Amanda Newberry NAME: Cathey Insurance Services AICNNo Ext: (214)416-8686 AID No): (866)909-5943 a division of Swain&Baldwin Insurance -MAIL anewberry@sbii.net ADDRESS: 8150 N Central Expressway Ste 1450 INSURER(S)AFFORDING COVERAGE NAIC# Dallas TX 75206 INSURERA: Great American Insurance ATAM INSURED INSURER B: Federal Insurance Company 20281 Knightvest Holdings,LLC INSURER C: Employers Assurance Company 25402 5400 LBJ Freeway,Suite 450 INSURER D: Philadelphia Indemnity Ins.Co. 18058 INSURER E: Great American Insurance Company 02213 Dallas TX 75240 INSURER F: COVERAGES CERTIFICATE NUMBER: 2018-2019 REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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 ADUL bUIJK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MMIDDIYYYY MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 A A rr CLAIMS-MADE X OCCUR PREMISES Ea occuence $ 50,000 X $25,000 ded/occ MED EXP(Any one person) $ Excluded A X TRIA Included GL02275482 07/09/2018 06/28/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑JECTPRO 7X LOC PRODUCTS-COMP/OPAGG s 2,000,000 OTHER: Policy Aggregate s 10,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT g 1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ D OWNED X SCHEDULED PHPK1847022 07/09/2018 06/28/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident s UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 50,ODO,000 B EXCESSLIAB PCLAIMS-MADE 79878281 07/09/2018 06/28/2019 AGGREGATE $ 50,000,000 DED X RETENTION$ O $ WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? NIA EIG143974806 02/01/2018 02/01/2019 (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 $ Environmental Liabitily Each Condition 5,000,000 E PRE24060500 12/15/2017 12/15/2020 Policy Agg 5,000,000 SIR 25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) re:Horizons at Fossil Creek-5800 Sandshell Circle E.,Fort Worth,TX 76137 PN Number:PN18-00156 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CFA Office-PN18-00156 ACCORDANCE WITH THE POLICY PROVISIONS. 200 Texas Street AUTHORIZED REPRESENTATIVE Fort Worth TX 76102 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Avondale Apartments Owner, LLC Additional Named Insured Braesview Parc Apartments LP Additional Named Insured SEV Owner, LLC Additional Named Insured Miramar Knox, LP Additional Named Insured Clay Creek, LLC Additional Named Insured Cottages Apartments Owner, LLC Additional Named Insured Park Hill Apartments, LLC Additional Named Insured David Moore Additional Named Insured Fairways Wilson Creek Apartments, LLC Additional Named Insured Fossil Ridge Apartments, LLC Additional Named Insured Foxmoor Apartments, LLC Additional Named Insured GC Apartments, LLC Additional Named Insured KC Kronbach Additional Named Insured Knightvest Acquistitions, LLC Additional Named Insured Knightvest Holdings II, LLC Additional Named Insured Knightvest Capital, LLC Additional Named Insured Knightvest Management, LLC Additional Named Insured Knightvest Properties, LLC Additional Named Insured Knightvest Vineyards Apartments, LLC Additional Named Insured Knightvest, LLC Additional Named Insured Knoxbridge Property Holdings, LLC Additional Named Insured KV GP, LLC Additional Named Insured KV Holdings, LLC Additional Named Insured Knox Street Apartments, LLC Additional Named Insured Lakes at Williamsberg Apartments, LLC Additional Named Insured OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC Additional Named Insureds Other Named Insureds Legacy Green Oaks Apartments, LP Additional Named Insured Madison Parke Apartments, LLC Limited Liability Company, Additional Named Insured Meyer Park Apartments, LLC Additional Named Insured Lodge Apartments, LLC Additional Named Insured Madison Parke Apartments, LLC Additional Named Insured Meyer Park Lakeside Apartments, LLC Additional Named Insured Nantucket Apartments, LLC Additional Named Insured Preserve Apartments, LLC Additional Named Insured Promontory Pointe Apartments, LP Additional Named Insured Ranch Valley, LLC Additional Named Insured Regal Commons Apartments, LLC Additional Named Insured River Falls Apartments, LP Additional Named Insured Riverfall Square Apartments, LLC Additional Named Insured RS Apartments, LLC Additional Named Insured Sage Apartments, LLC Additional Named Insured Sandstone Pasadena Apartments, LLC Additional Named Insured Seville Apartments, LP Additional Named Insured Steppington Apartments, LLC Additional Named Insured Stone Canyon Apartments, LLC Additional Named Insured Stoneleigh CP Apartments, LLC Additional Named Insured Terra at Park Row Apartments, LLC Additional Named Insured Seasons Apartments, LLC Additional Named Insured Trails at River Park Apartments LLC Additional Named Insured Vail Apartments, LLC Additional Named Insured Beverly Wilshire Apartments, LLC Additional Named Insured OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC Additional Named Insureds Other Named Insureds Westcreek Apartments, LLC Additional Named Insured Wyndhaven Wells Branch, LLC Additional Named Insured Westport River Apartments, LLC Additional Named Insured KV Urban Apartments, LP Additional Named Insured Shadowlake Owner, LLC Additional Named Insured KV Bradford Apartments, LLC Additional Named Insured 301 South Jupiter Rd., LP Additional Named Insured 6033 De Zavala Rd., LP Additional Named Insured 12900 E Loop 1604 N., LP Additional Named Insured 619 Rollingbrook Street, LP Additional Named Insured KV RMV, LLC Additional Named Insured Cameron Creek Apartments, LLC Additional Named Insured KV Urban Apartments, LP Additional Named Insured Frankford TX Owner, LLC Additional Named Insured Collins Park Apartments, LP Additional Named Insured Aberdeen Owner, LLC Additional Named Insured KV Horizons Apartments, LP Additional Named Insured OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC