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HomeMy WebLinkAboutContract 37076ENCROACHMENT AGREEMENT STATE OF TEXAS COUNTY OF TARRANT coNTRAC NO 4 33� 71 THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized City Manager or duly designated Assistant City Manager, hereinafter referred to as the "City", and Heritage Commons III, Ltd., a Texas limited partnership, hereinafter referred to as "Grantee", owner of the tract of land located at 13500 Heritage Parkway, Fort Worth, Texas 76177 and also known as all of Lot 1, Block 5, Northport Addition, an addition to the City of Fort Worth as recorded in Cabinet A, Slide 10588, Plat Records of Tarrant County, Texas ("Property"). WITNESSETH: 1. For and in consideration of the payment by Grantee of the fee set out below and the true and faithful performance of the mutual covenants herein contained, City hereby grants to Grantee permission to construct/install and allow to remain improvements) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights -of -way, such Improvement(s) are described as follQW.SL� - — 5t r if aLill one underground conduit for communications cabling under Legacy Parkway. The location and description of said Improvement Cl"d the encroachment is more particularly described in Exhibit "A", attached hereto, incorporated herein and made a part hereof for all purposes. 2. All construction, maintenance and operation in connection with such Improvement, use and occupancy shall be performed in strict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duly authorized representative. All plans and specifications thereof shall be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized representative, but such approval shall not relieve Grantee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of construction and installation of said Improvement and thereafter, there shall be no encroachments in, under, on or above the surface area of the streets, alleys, sidewalks and other public rights -of -way involved, except as described herein and shown on the hereinabove referred to Exhibit "A". 4. In the event that any installation, reinstallation, relocation or repair of any exi tin,pp or -future utility pr improvements owned by, constructed by or on behalf of �a, -, r _ 2 the public or at public expense is made more costly by virtue of the construction, maintenance or existence of such Improvements and use, Grantee shall pay to City an additional amount equal to the reasonable additional cost as determined by the Director of Transportation and Public Works %J the City, or his duly authorized representative. 5. City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Grantee understands and agrees that City shall bear no responsibility or liability for damage or disruption of improvements installed by Grantee or its successors, but City will make reasonable efforts to minimize such damage. 6. 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, Grantee agrees to pay to City at the time this Agreement is executed a fee in the sum of gAJLnJ 4itR'ty-ti�c Dollars 7. The term of this Agreement shall be for thirty years, commencing on the date this Agreement is executed by the City of Fort Worth, subject to earlier termination as set forth in this Agreement. Grantee may terminate this greement at any time upon at least thirty (30) days' prior written notice to City. ITV 3 Upon termination of this Agreement, Grantee shall, at the option of City and at no expense to City, restore the public right-of-way and remove the Improvement encroaching into the public right-of-way, to a condition acceptable to the Director of Transportation and Public Works, or his duly authorized representative, and in accordance with then existing City specifications. It is understood and agreed to by Grantee that if this Agreement terminates and Grantee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Property for the cots expended by the City to remove such Improvement. 9. It is further understood and agreed upon between the parties hereto that the public rights -of -way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the public right -of way as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot contract away its duty and its legislative power to control the public right-of-way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, including but not being limited to underground, surface or overhead communication, drainage, sanitary sewerage, transmission J, g 4 of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 10. Grantee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the constructionI operation and maintenance of said Improvement, encroachment and uses. 11. Grantee 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. Grantee 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 Grantee 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 respondent superior shall not apply as between City and Grantee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Grantee. 1SI?I a ' L` J. L E 13. GRANTEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, 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, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER, EXCEPT TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY ALLEGED GROSS NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. GRANTEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN .CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 14. While this Agreement is in effect, Grantee 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 . The amounts of such insurance shall be not less than the following: Property damage, per occurrence $100,000 Bodily injury, per person $250,000 Bodily injury or death, per occurrence $500,000 with the understanding of and agreement by Grantee that such insurance amounts may be revised upward at City's option (in City's reasonable discretion) and that Grantee shall so revise such amounts promptly following notice to Grantee of such requirement. Such insurance policy shall provide that it cannot be canceled without at least ten (10) days' prior written notice to the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit "B." Grantee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Grantee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement. and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required hef-ern s�iall in�lu,de coverage of all Grantee's contractors. Ill C�W PG? � lL, 15. Grantee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Agreement in its entirety in the deed records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas. 16. In any action brought by the City for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorneys' fees. 17. Except as provided in this Section 17, Grantee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the prior written approval of the City Manager or designee. Any attempted assignment without prior written approval will be void. Notwithstanding anything to the contrary, Grantee may assign this Agreement to any person or entity who acquires record title to the Property by giving City written notice of the assignment within thirty (30) days following the transfer of title. Following such assignment and notice to City, Grantee shall be released from all liability and obligations under this Agreement accruing after the date of such assignment. Furthermore, Grantee may, without release of its liability to the City hereunder, license the use of the conduit installed pursuant to this Agreement to one or more occupants of the buildings located on tracts of real property abutting the encroachment. THE PARTIES AGREE 18. THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 19. This Agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED this I+h day of April, 2008. City City of Fort Worth Name: Assistant City Manager �tf~ w GOS-kn ATTEST: Contract authorization ` /d,g 0 )ate Grantee Heritage Commons III, Ltd., a Texas limited partnership By: Hillwood Alliance Management, ILL its general partner By: Hillwood Alliance GP, LLC, its managing member Nam Titles Approved As To Form And Legality Assistant City Attorney C , STATE OF TEXAS § COUNTY OF TARRANT Is BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared UfEat ndt �xSf 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. IVEN UNDER MY HAND AND SEAL OF OFFICE this 2008. tjIM P`e�'' HEl?IE LANE =' IF MY COMMISSION EXPIRES P ; " July 26, 2011 Notary" Pubic In a State of Texas r th STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the l State of Texas, on this day personally appeared L%d a 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 � \I purposes and consideration therein expressed, as 9C • V 1 of Hillwood Alliance GP, LLC, the managing member of Hillwood Alliance Management, LLC, the general partner of Heritage Commons III, Ltd. as the act and deed of said limited liability companies and said limited partnership.. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �-� day of r' 2008. o�PPY PUB' I< � KILLMAN Notary Public * y State of Texas Nf9rfoFj��4 My Comm, Expires 04 28 ..i ✓'�':�1 �, lye � n'r^ �� �� �1 gg �U Notary Public in and State of Texas r the 11 Exhibit Location and Description of the Improvements [to be attached] Lr�'u] z 12 i s Y R G b .'. 6 � y` s og "- :s tl tl� 8 8: fib2b ab �S �_ -�� �s6 e G � �Y �J £ a^e: Cyap [x�^g �'� ¢#=E 3 3 b � C 4 ;J s o g L d 2" Ga S b EY b. ^b„ K :-^ t�.�^.�= '"C � i o 6L_L 6LT i b i >f 6 i - _ j -« £ �" SF� 9 1 a1Y.'Y P i `.�to b .__�=_ �� G - G f - 6 5 L^ { - `Y - 9 P- p_1. a'a E �.�� E �����, ,;o�a� =�o� m8 0-�00 l+, CoDYright 0200R Dy JocoDs Carter Burgess, inc. I i �� _ ��. �-� iJ _- -�} -- _ HER 1 rAGE COMMONS I I , L rD . CCF * D2PJ6343338 c. R. r, c. r. 659 658 -- -- _ 7- �'' ,1� J �� 0 JO 60 90 GRAPHIC SCALE IN FEET :A � :1 IA .��:11. � 1 EXHIBIT 'A' CITY OF FORT WORTH, TEXAS DEVELOPMENT DEPT. SUB. � � REC. REV. DESICNEO. RJL DATE FILE SHEET DRAWNI CADD FEB 0! 1 CHECKED ALF D N=q,�)oD\015000020\ExHIB1 T5\20080222 Encraatment Exn lDlt\Encroccr Exhibit "B" Copy of Certificate of insurance [to be attached] 13 r MARSH CERTIFICATE OF INSURANCE CERTIFICATE NUMBER HOU-000819104-01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS Attn: Lisa Stough (214) 303-8450 NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE Marsh USA, Inc. POLICY, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE 4400 Comerica Bank Tower AFFORDED BY THE POLICIES DESCRIBED HEREIN, 1717 Main Street Dallas, TX 75201-7357 COMPANIES AFFORDING COVERAGE COMPANY 24833--GAEW-07/08 A LEXINGTON INSURANCE COMPANY INSURED COMPANY HILLWOOD DEVELOPMENT GROUP, L.P. B ST PAUL SURPLUS LINES INSURANCE COMPANY ATTN: JEANETTE OLIVER 5430 LBJ FREEWAY STE 800 COMPANY DALLAS, TX 75240 C N/A COMPANY D COVERAGES _ _ _ This certificate supersedes and replaces any previously issued certificate for the policy period noted below. _ 2 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ 21000,000 PRODUCTS - COMP/OP AGG $ 21000,000 A COMMERCIAL GENERAL LIABILITY 6764037 05/01/07 05/01/08 X CLAIMS MADE FX I OCCUR PERSONAL & ADV INJURY $ 17000,000 EACH OCCURRENCE $ 13000,000 OWNER'S & CONTRACTOR'S PROT PER PROJECT A +R ,ATE FIRE DAMAGE (Any one fire) $ 50,000 X IVIED EXP (Any one person $ -�- AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ 59000,000 AGGREGATE $ 5,0001000 B X UMBRELLA FORM QZ09125139 05/01/07 05/01/08 OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WCSTATU- TORY LIMITS OTH- ER EL EACH ACCIDENT $ EL DISEASE -POLICY LIMIT $ THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: H EXCL EL DISEASE -EACH EMPLOYEE $ OTHER DESCRIPTION OF OPERATION SILOCATIONSA/EHICLESISPECIAL ITEMS Named Insured Includes: Heritage Commons III, Ltd. Re: Encroachment Agreement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, -" THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE q�z ] 4 City of Fort Worth IY�n �� ItAA)i 1000 Throckmorton L" 7 IiCJA 11 1: �V vvv PiND CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Fort Worth, TX 76102 ;7 LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. �7 pp t!�q ti, {,�� 1i �;,1.; I ui �15 q AUTHORIZED REPRESENTATIVE Marsh USA Inc. BY: William Hines MM1(3102) VALID AS OF:04/25/08 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Liberty Commons No. 1, L.P. Filing Number: 800529000 Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a certificate of limited partnership for the above named limited partnership has been received in this office and filed as provided by law on the date shown below. Accordingly, the undersigned as Secretary of State hereby issues this certificate evidencing the filing in this office. Dated: OS/09/2005 Effective: 08/09/2005 1� '� p . �% Roger Williams Secretary of State Come visit us on the Internet at http://wwtiv.sos.state.ix.us! Phone: (512) 463-5555 Fax: {512) 463-5709 TTY: 7-1-1 Prepared by: Cheryl Bailey Document: 100059360002 r4 J J . Filed in the Office of th Form 207 �'r - Secretary of State of Tex; y Filing #: 800529000 08/091201 g �• Document #: 10005936001 Secretary of State Image Generated Electronicall 13697 for Web Filing tBox tin, TX 78711-3697 , 512/463-5709 Certificate of Limited Partnership Filing Fee: $750 Pursuant to Article 8132a-1 I he name of the limited partnership is: Liberty Commons No. 1, L.P. The name must contain the words "Limited Partnership," or "Limited;' or the abbreviation "L.P,, "'LP," cr "Ltd " as the last words or letters of its :sPame. The name must not be the same as, deceptively similar to or slmilar to that of an exlstIng corporate, limited Ilablilty company, or limited .partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended. — -- , Office 'The address of the principal office in the United States where records of the partnership are to be kept or made lavailable is set forth below: _... _. -------------- �fhree Lincoln Centre 5430 LBJ Freeway, Suite 800 Dallas, TX, USA 75240 A. The Initial registered agent is an organization (cannot be limited partnership named above) by the name of: ....-- ----- - _. ._ .._ ... _ .. .__.. _ .. ..._ .. _ ...-._..__...._..._ - - _...._........_ .. _...... OR r� B. The initial registered agent is an individual resident of the state whose name is set forth below. Name: vid A. Newsom _ he business address of the registered agent and the registered office address is: ^�l treet Address: Lincoln Centre 15hree 430 LBJ Freeway, Suite 800 Dallas 75240_-_ -TX _.__.______._.____... (The name, street address, and the mailing address of the business or residence of each general partner is as follows:, General Partner t: (Business Name) Hillwood Alliance Management, L.P. (streetAddrm:. Three Lincoln Centre 5430 LBJ Freeway, Suite 800 Dallas TX, USA 75240 - _ - -- -.. . - -0 - Three Lincoln Centre 5430 LBJ Freeway, Suite 800 Dallas TX, USA 75240 ManingAddress: General Partner's signature block: HILLWOOD ALLIANCE MANAGEMENT, L.P., a Texas limited partnership By: Hillwood Alliance GP, LLC, a Texas limited liability company, its general partner The attached addendum, if any, is incorporated herein by reference.] I©A. This document will become effective when the document is filed by the secretary of slate. OR �e )5 �2 Y tg This document will become effective at a later date, which Is not more than ninety (90) days from the date of its filing by the secretary of The delayed effective date is: IThe undersigned sign this document subject t. the penalties impoeed.by law for the submlasion of a false or fraudulent document. .._.. . General f o e Signaturnerai Partner 1: Michele L. Medlin, Assistant Secrets - ._.._ _ _al -._._..._- - - - — -- _ ._. _ ...._..rY- — FILING OFFICE COPY C ;flT77f1,9AAA FILEP In the " b . t MRTMCATE AMENDMENT ` ,} r = r T; . t. LIBERTY CUM11dONS NU.111 L.P. The undersigned party hereby duly executes this Certificate of Amendment to the Certificate of Limited Partnership of Liberty Commons No. It L.P., a Texas 111mied. partnership (the `United Partnership'), File No. 800529000, which is being filed with the Secretary of State in accordance with Section 2.02 of the Texas Revised Limited Parwerrsbip .lief. I. The name of the limited partnetship is Liberty Commons No. 1, L.P. 2. Sretitrn l of the Certific�etc of Limited Partnership is amended to read in its entimty as follows; The aamc of the limited partnership is Alliance Leg:rc;y Center No. I, L.P. he 'Tags ed Partnership"). Dated as of Augusrt 9, 2005. HILLWQQD ALLIANCE MANAQPMENT, L.P., a Texas limite0 partnership ay: Hiliwood Alliance GP, LLC, a Texas limited liability company, its general partner Michele: L. Medlin Assistant Secretary Awatkons Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Alliance Legacy Center No, 1, L.P. 800529000 [formerly: Liberty Commons No. 1, L.P.] Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that an amendment to the certificate of limited partnership or the application for registration as a foreign limited partnership for the above named limited partnership has been received in this office and filed as provided by law on the date shown below. Accordingly, the undersigned, as Secretary of State hereby issues this Certificate evidencing the filing in this office. Dated: 08/11 /2005 Effective: 08/ 11 /2005 K� %APE ,AAA Roger Williams Secretary of State Came visit us on the Internet at http://www.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 TTY: 7-1-1 Prepared by: Debbie Gustafson Document: 100332790002 0722012880 Hillwood Oovelopmant 01:56:14 p.m. 03 02 2006 6 /0 e Toni[ 424 (Revised 01/06) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 i AX: 512/463-5709 Filing Fee: See lnatructlons The name of the filing entity is: All iartce Center l�lo. 1, L.P. CErtlflCate of Amendment Entity Informadoa This space reserved for onjec use. FIELED In the Office of the Secretary of State of Texas MAR 0 2 LUUU Corporations Section State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the Hama of the entity, state the old name and not the new name. The filing entity is a: (select the appropriate entity typo below.) ❑ For -profit Curporation ❑ Professional Corporation ❑ Nonprofit Corporation ❑ Professional Limited Liability Company ❑ Cooperative Association ❑ Professional Association ❑ Limited Liability Company 0 Limited Partnership The fie number issued to the filing entity by the secretary of state is: 800529ii0t} The date of formation of the entity is: August 9, 2005 I Amendmlents � 1. Amended Name (If the purpose of the certificate of amendment is to change the name of the entity, toe the fotlmving statement) The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows: The Warne of the filing entity is: (state the new Warne of the entity below) Heritage Commons III, Ltd. The name of the entity must contain an organizations] designation or accepted abbreviation of such term, as applicable. 2. Amended Registered AgentlRegistered Office The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered oiTice address of the filing entity. The article or provision is amended to read as follows: Form q24 6 0722012880 Hillwood Development 01:56:28 p.m. 03 02 2006 7 /0 Kegistered Agent (Complete either A or B, but not both. Also complete C.) ❑ A. The registered agent is an organization (cannot be entity named above) by the name of: OR ❑ B. The registered agent is an individual resident of the state whose name is: h'irsl mne M.l. larr ame Slew C. The business address of the registered agent and the registered office address is: Srneer address (Nv P.O. Hox) 3. Qttter Added, Altered, or Deleted Provlslons Other changes or additions to the certificate of formation may be made in the apace provided below, If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format. Text Area (The attached addendum, if any, is incorporated herein by rcferenccJ ❑ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows: ® Alter each of the following provisions of the certificate of formation, 'fhe identification or reference of the altered provision and the full text of the provision as amended are as follows: The address of the principal office in the United States where records of the partnership are to be kept or made available is 5430 LBJ Freeway, Suite 800, Dallas, TX 75240. L' Delete each of the provisions identified below from the certificate of formation. Statement of Approval The amendtnetits to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity. Fonu424 � 0722012380 Hillwood Dovolopmonl 01:56:41 p.m. 03 02 2006 Effectiveness of F41iaIR (sit cidw A, B. or C.). A. ® This document becomes effective when the document is filed by the secretary of state. B. ❑This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 901h day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. HILLWOOD ALLIANCE MANAGEMENT, L.P. , a Texas limited partnership By: Hillwood Alliance GP, LLC, Date: March 1, 2006 a Texas limited liability company, i s generalpartner Michele L. Medlin, Assistant Secretary Signature and title of authorized persons) (see instructions) Fonn 424 $ r•�n 0722012880 Hillwood Dovolopment 01:56:54 p.m. 03 02 2006 0 /0 m TO; SECRETARY OF STATE, CORPORATION DIVISIQN FROM: Heritage Commons 1, Ltd. Sir or Madam: Heritage Commons I, Ltd., a Texas limited partnership, hereby consents to the use of the name Heritage Commons III, Ltd. as the changed name of Alliance Legacy Center No. 1, L.P., a Texas limited partnership. IN WITNESS WHEREOF, this consent is executed by the undersigned officer of Heritage Commons I, Ltd. as of March 1, 2006. Heritage Commons I, Ltd., a Texas limited partnership By: Hillwood Heritage, LLC, a Delaware limited liability company, itc general partner tJU ! Y• Michele L. Medlin, Assistant Secretary 'Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF HERITAGE COMMONS III, LTD. Formerly; (Alliance Legacy Center No. 1, LY ) 800529000 Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that an amendment to the certificate of limited partnership or application for registration as a foreign limited partnership for the above named entity has been received in this office and filed as proved by law on the date shown below, ACCORDINGLY the undersigned, as Secretary of State, issues this Certificate evidencing the filing in this office. Dated: 03/02/2006 Effective: 03/02/2006 blew i tow Come visit us on the Internet at http://www.sos.state.tx.us/ PHONE(512) 463-5555 FAX(512) 463-5709 Prepared bj Sasin Roger Williams Secretary of State TTY7-1-1 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State March 09, 2006 Hillwood A Perot Company 5430 LBJ Frwy, Suite 800 Dallas, TX 75240 USA kh: Heritage Commons III, Ltd. File Number: 800529000 roger Williams Secretary of State It has been our pleasure to file the Certificate of Amendment for the referenced entity. Enclosed is the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter. If we may be of further service at any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512) 463-5555 Enclosure Come visit us on the Internet at http://www,sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 TTY; 7-1-1 Prepared by: Linda Boots Document: I19440820002 0722012880 Hillwoed Development 07:66:11 p.m. 03 02 2006 2 /0 C Form 424 (Revised 01106) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711 =3 697 512 463-5555 FAX: 5121463-5709 Wing Fee; See Lnstmed The Warne of the filing entity is: TEtis space reserved for ofTice use. W AAg � In the Office of the Secretary of State of Texas Mai o z zoos Corporations Section A1Gance Legacy Center No. I , L.P. State the wum of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name. The filing eIItity is a: (select the appropriate entity type helow.) ® For -profit Corporation ❑ Nonprofit Corporation ❑ Cooperative Association ❑ Limited Liability Company ❑ Profess ional Corporation ❑ Professional Limited Liability Company ❑ Professional Association ® Limited Partnership The file number issued to the filing entity by the secretary of state is: 800SZ9000 The date of formation of the entity is, August 9, 2005 1. Ameaded 1Vtr<me (If tlx purposo of the oertiticau of amondmcnt is to ohanQc tha name of the entity, use the fotlowtttg atatansnt) The atncndmcnt changes the certificate of fortnation to change the article or provision that starves the filing entity. The article or provision is amendtxi to read as follows: The name of the filing entity is: (state the new name of the entity below) Heritage Commons K Ltd. _ The mme of the entity must contain an organizational desitzmtion or aeoepted abbreviation of each term, as applicable. MMEW The amendment changes the certificate of formation to change the article or provision stating the ruttne of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Form424 C 0722012880 L Hd1wood Devolopmenl 01: 55: 35 p. M. RogisWe Agent (Cnmpiete either A or H, but not both. Alto complete CO) lop •') 1 t I 11 t B. L e/ "/ agent/ Mvidual resident1 the state whosetime W 3. ether Added, Altered, or Deleted Provi9iont: 03 02 2006 3 !0 other changes or addilivaa Iv the cutificate of fomtatioa maybe trade is the space providod below. If the space provided is insufficient, incorporate me additional text by provi" an attxchmeat to this formw please read the instructions to ibis fOM for further information on format. Text Area (Thc atiachcd addendum, if any, it incorporated ticrein by reCeljmtx.) ❑ Add each of the following provisions w the certi$eate of fot�nation. The idendflcation or reference of the added provision and the foil text are as follows: or reference of the altered provision and the full text of the provision as amended are as follows: The address of the principal office in the United States where records of the partnership are to be kept or made available is 5430 LBJ Freeway, Suite 800, Dallas, TX 75240. _ Delete each of the nrovisions identified below from the certificate of formation. :i.�Ht `r1` y �k.;' •�'f�;V�'� �'.S. �li'fi��Q �:�2!;Z:�,N ..•.t:�>iti�i�•;: �4�2+' ITS IT !illt:LZa7 1 1 1 1 •' 1 1; • 1 ' 1 1 • / 11 : • 1 � � - ! 1 ♦ • - 1 1 - / I ! :.. L� � 1 ! i � 1 • 1' • I' 1 1 1 ' 1 I' 1.1 V tl w1 1 1" 1 1 0 0722012880 Hillwood Dovolopmont 01:55 51 p.m 03 02 2006 ILI LA. iL t .... k, A ®This document becomes eff=uve when the document is filed by the secretary of state. B. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑ This docummit takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90u' day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. HILLWOOD ALLIANCE MANAfiEMENY' L Y Date: taaroh 1, 2006 a Texas limited partnership Sy: Hillwood Alliance GP, LLC, a Texas limited liability company, j.ys general partner, Mi.ahele L. Medlin, Assistant Secretary 5ignattuc and title of wthotized pttson(s) (nee instructions) Fo�aia g d /0 0722012880 Nlllwood Dovolopmont 01:56:06 p.m 03 02 2006 510 TO: SECRETARY OF STATE, CORPORATION DIVISION FROM: Heritage Commons I, Ltd. Sir ar Madam: Heritage Commons I, Ltd., a Texas limited partnership, hereby consents to the use of the name Heritage Commons III, Ltd. as the changed name of Alliance Legacy Center No. 1, L.P., a Texas limited partnership. tN WITNESS WHEREOF, this consent is executed by the undersigned officer of heritage Commons I, Ltd. as of March 1, 20M. Heritage Commons I, Ltd., a Texas limited partnership By: Hillwoad Heritage, LLC, a Delaware limited liability company, its general partner sy: Michele L. Main, Assistant Secretary Secretary of State it 3/8/06 4:10 PAGE 2/2 RightFAX Corporations Section WA Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF 800529000 Wei b.ve named entity has been received Mi thisoffice :,. has been found to conform to the applicable ,rovlsions vretary by law, hereby Issues tWs certificate evidencing filmig effective on the date shown below. Dated: 03/Q2/2006 Effective: Q3/02/2fl06 Ian ak �►��% Come visit us on tl�e int�net at http://www.sos.state.�.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 TTY: 7-1-1 Prepared bv: Reba Swonke Document: 119440620002 Page 1 of 2 City of Fort Worth, Texas • • • • • DATE: Tuesday, April 29, 2008 LOG NAME: 06HILLWOODENCR REFERENCE NO.: **C-22782 SUBJECT: Authorize Execution of an Encroachment Agreement with Heritage Commons III, Ltd., Authorizing Use of the Legacy Parkway Right -of -Way for the Installation of Underground Fiber Optic and Communications Cables to Service its Building Located at 13601 North Freeway RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an encroachment agreement with Heritage Commons III, Ltd., for the installation of a 4-inch conduit to carry underground fiber optic and communication cables beneath the Legacy Parkway right-of-way. DISCUSSION: Heritage Commons III, Ltd., has requested use of the public right-of-way for the installation of a 4-inch conduit to carry fiber optic and communications cable beneath the Heritage Trace Parkway right-of-way. The Encroachment Committee, consisting of staff from Transportation and Public Works, Water, and Planning and Development, has reviewed and approved the proposed bore route beneath the Legacy Parkway right-of-way for this purpose. The fee for the privilege granted by this agreement will be $535. The term of the agreement will be 30 years. The subject property is in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Planning and Development Department is responsible for the collection and deposit of these fees due to the City under this agreement. TO Fund/Account/Centers FROM Fund/AccountlCenters GG01 421232 0062000 535.00 Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: Fernando Costa (6140) Susan Alanis (8042) David Schroeder (2239) http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 5/13/2008 Page 2 of 2 http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 5/13/2008 KELLY HART & HALLMAN LLP 201 MAIN STREET, SUITE 2500 FORT WORTH, TEXAS 76102 Telephone: (817) 332-2500 Telecopy: (817) 878-9280 Writer's Direct Dial: (817) 878-3555 Email Address: chad.key@kellyhart.com June 30, 2011 Via Certified Mail, Return Receipt Requested City Secretary City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Re: Encroachment Agreement ("Agreement") by and between City of Fort Worth, a municipal corporation of Tarrant County, Texas ("Grantor") and Heritage Commons III, Ltd. ("Grantee") dated April 28, 2008, filed December 17, 2009, recorded as cc# D209328002, Real Property Records of Tarrant County, Texas, regarding 13500 Heritage Parkway, Fort Worth, Texas, 76177, also known as Lot 1, Block 5, Northport Addition, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 10588, Plat Records of Tarrant County, Texas ("Property") Dear City Secretary: This firm represents the Grantee with regard to the referenced Agreement. Pursuant to Section 17 of the Agreement, this letter shall serve as official notice that Grantee has assigned the Agreement to IN.105 Heritage III, LLC, a Delaware limited liability company ("Assignee'), by virtue of conveying record title to the Property to Assignee on June 28, 2011. Accordingly, Grantee is hereby released from all liability and obligations under the Agreement. I have enclosed a copy of the Agreement for your convenience. Please do not hesitate to contact me with any questions. Enclosure cc: Quino Martinez Don Reid Very truly yours, (via email: Joaquin.martinez@lowndes-law.com) (via email: don.reid@hillwood.com) Notice of Assignment - City of Fort Worth s E Page 1 of 15 Electronically Recorded Tarrant Coun�f�1��ECRE Official Public Records 12/17/20991�.�:i'�;/�����8 `"7 �� _ Rn�Nnn�Nr,AG�EM�1T $7z.00 Suzanne Henderson Submitter: ACS STATE OF TEXAS § COUNTY OF TARRANT § THIS AGREEMENT is made and entered into by and between the City of Fart Worth, a municipal corporation of Tarrant Caunty, Texas, acting herein by and through its duly authorized City Manager or duly designated Assistant City Manager, hereinafter referred to as the "City", and Heritage Commons III, Ltd., a Texas limited partnership, hereinafter referred to as "Grantee", owner of the tract of land located at 13500 Heritage Parkway, Fart Worth, Texas 76177 and aiso known as all of Lot 1, Block 5, Northport Addition, an addition to the City of Fart Worth as recorded in Cabinet A, Slide 10588, Plat Records of Tarrant County, Texas ("Properly"). WITNESSETH: Far and in consideration of the payment by Grantee of the fee set out below and the true and faithful performance of the mutual covenants herein contained, City hereby grants to Grantee permissian to construct/instal) and allow to remain improvements) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights -of -way, such Improvements) are described as fallaws: Page 2 of 15 one underground conduit for communications cabling under Legacy Parkway. The location and description of said Improvement and the encroachment is more particularly described in Exhibit , attached hereto, incorporated herein and made a part hereof for all purposes. 2. All construction, maintenance and operation fn connection with such improvement, use and occupancy shall be performed in s#rict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duty authorized representative. All plans and specifications thereof shall be subject to the prior written approval of the Director of Transportation and Public Works, ar his duly authorized representative, but such approval shall not relieve Grantee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of construction and installation of said improvement and thereafter, there shall be no encroachments in, under, an or above the surface area of the streets, alleys, sidewalks and other public rights -of -way involved, except as described herein and shown on the hereinabave referred to Exhibit "A". 4. In the event that any installation, reinstalls#ion, relocation ar repair of any existing or future utility or improvements owned by, constructed by or on behalf of Page 3 of 15 the public or at public expense is made more costly by virtue of the construction, maintenance or existence of such Improvements and use, Grantee shall pay to City an additional amount equal to the reasonable additional cost as determined by the Director of Transportation and Public Warks of the City, ar his duly authorized representative. 5. City may enter and utilize the referenced areas at any time for the purpose of insta{ling or maintaining improvements necessary far the health, safety and welfare of the public or for any other public purpose. In this regard, Grantee understands and agrees that City shall bear no responsibility ar liability for damage or disruption of improvements installed by Grantee or its successors, but City will make reasonable effaris to minimize such damage. 6. In order to defray ail costs of inspection and supervision which City has incurred ar will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement, Grantee agrrees to iipay to City at the time this Agreement is executed a fee in the sUrn of �yeVlun��cm�� {.Jc Dollars ($53560 ). 7. The term of this Agreement shall be far thirty years, commencing on the date this Agreement is executed by the City of Fort Worth, subject to earlier termination as set forth in this Agreement. Grantee may terminate this Agreement at any time upon at least thirty (30) days' prior written notice to City. 3 Page 4 of 15 Upon termination of this Agreement, Grantee shall, at the option of City and at no expense to City, restore the public right-of-way and remove the Improvement encroaching into the public right-of-way, to a condition acceptable to the Director of Transportation and Public Works, or his duly authorized representativeI and in accordance with then existing City specifications. It is understood and agreed to by Grantee that if this Agreement terminates and Grantee fails to remave the Improvement, Owner hereby gives City permission to remove the Improvement and any suppariing structures and assess a lien on the Property far the cats expended by the City to remave such Improvement. It is further understood and agreed upon between the parties hereto that the public rights -of -way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are held by City as trustee for the public,; that City exercises such powers over the public right -of way as have been delegated to it by the Constitution of the State of Texas ar by the Legislature; and that City cannot contract away its duty and its legislative power to control the public right-af-way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, including but not being limited to underground, surface or overhead communication, drainage, sanitary sewerage, transmission Page 5 of 15 oI natural gas or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 1 Q. Grantee agrees to comply fully with al! applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the constructionI operation and maintenance of said lmpravement, encroachment and uses, Grantee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement ar by any federal, state or local statue, law or regulation. 12. Grantee 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 Grantee shall have exclusive contra) of and the exclusive right to control the details of its operations, anA all persons performing same, and shall be solely responsible far the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respandeat superior shall not apply as between City and Grantee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Grantee, s Page 6 of 16 13. GRANTEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FRAM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TA ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL AR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR L,ACATIAN OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER, EXCEPT TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY ALLEGED GROSS NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS AR SUITS. GRANTEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS AF GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. Page 7 of 15 14. While this Agreement is in effect, Grantee agrees to furnish City with a Certificate of Insurance, naming Clfy as cercate holder, as proof that it has secured and paid far a policy of public liability insurance covering all public risks related to the proposed ease and occupancy of public property as located and described in Exhibit "A". The amounts of such insurance shall be not less than the following: Property damage, per occurrence $1 QO,OQrJ Bodily injury, per person $25tJ,00a Bodily injury or death, per occurrence $5Q0,000 with the understanding of and agreement by Grantee that such insurance amounts may be revised upward at City's option (in City's reasonable discretion) and that Grantee shall so revise such amounts promptly following notice to Grantee of such requirement. Such insurance policy shall provide that it cannot be canceled without a# least ten (10) days' prior written notice to the City of Fart Worth. A Gopy of such Certificate of insurance is attached as Exhibit "B." Grantee agrees to submit a similar Certificate of Insurance annually to City an the anniversary date of the execution of this Agreement. Grantee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required herein shall include coverage of all Grantee's contractors, P1 Page 8 of 15 Grantee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Agreement in its entirety in the deed records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secre#cry of the City of Fart Worth, Texas. 16. In any action brought by the City for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorneys' fees. 17. Except as provided in this Section 17, Grantee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the prior written approval of the City Manager ar designee. Any attempted assignment without prior written approval will be void. Notwithstanding anything to the contrary, Grantee may assign this Agreement to any person ar entity who acquires record title to the Property by giving City written notice of the assignment within thirty (30) days following the transfer of title Fallowing such assignment and notice to City, Grantee shah be released from all liability and obligations under this Agreement accruing after the date of such assignment. Furthermore, Grantee may, without release of its liability to the City hereunder, license the use of the conduit installed pursuant to this Agreement to one or more occupants of the buildings located on tracts of real property abutting the encroachment. Page 9 of 15 is THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 19, This Agreement shall be binding upon the parties hereta, their successors and assigns. EXECUTED this �1 -- day of April, 2QQ8. City City of Fort Worth Nam e: A ssistant City Manager ATTEST: • 1 ) w ►..a Grantee Heritage Commons Ill, Ltd., a Texas limited partnership By: Hillwood Alliance Management, its general partner By: Hillwood Alliance GP, LLC, its managing member Approved As To Form And Legality Assistant City 39 LLC , Page 10 of 15 STATE OF TEXAS S COUNTY OF TARRANT S BEFORE ME, the undersigned authority, a Notary Pub}ic in and for the State of t Texas, on this day personally appeared �e(Y,a} S+CLww' , 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 far the purposes and consideration #herein expressed, as the act and deed of the City of Fort Worth, and in the capaci#y therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Q day of Nni i 12008, ,ai'�'`f}firz NETTIELANE MY COMMISSION EXPIRES ;f�.,,� JuIy2Ei,2a�a Notary Public in and for the State of Texas io Page 11 of 15 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public tlin and for the State of Texas, on this day personally appeared�5 known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she execut�e)d the same for the purposes and consideration therein expressed, as r • V • of Hillwood Alliance GP, LLC, the managing member of Hiliwood Alliance Management, LLC, the general partner of Heritage Cammans III, Ltd. as the act and deed of said limited liability companies and said limited partnership.. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ---- f— day of 12008. o�PFY PUg( K R KiLLMAN * � Notary public Alf �y A4exas y Comm IEz i es 0 p 28 2011 Notary Public in' and for the State of Texas Page 12 of 15 exhIbit Location and Description of the Improvements [ta be attached] 12 Pi ION I I 1, �r s INN J m j r J` ! Ii ua, a. ■v v■ r la'P ! @ 1 IN ' li IJ INNIN y pp C J,J 1JION.- t�7 0 _ o I --r ' q0� - --•� t _NINON _ i 1 1� IN NINON w IN,>~VON INION, ON OF _In N.J (f(� o ±yYe .;�... Gd` I f - '`a 3'`<o¢wW a- INS • .•._�_ j ., = rrc o N �G aPON MINI a- \v 1+ 7 7 Wit`=vs¢¢ x 7�L ,an°• ( 1�y, ^,4.Qo �2i vi ti Y ION I oz" u ft6dwso 0_��'� TIN � :1 gin'., / �� Y,s-INFI>=7=a a` w �\`... , e`G gorz ar"�Y�i "rco u INAL,o 0 I ON VON III, i irIN. t .., ` Un1 'n¢n Y�Iw� _JN Da: Za Oka SIP O ZWmY� Z� IIIaz Wa us WOONION, "IN m211,, ��r NWwJUW Om ww,w \fN^ 04 W txJOSVZiILLZ zw Km r-J Z3 J .\ \O j z w n v O. J0 '� ^� NONNIp 41 u' Y 6'J eJ'IiJo. e� zz ^RNh NNOONO,aZmWm \..4 ION N Q. 1 VON) WIN 0 0 t0 In W o� i 9 dJ i +0 if it 9 t _ o ION7S i = r whN W ION Al.1. H " aWON ' it 0, T O to in LO p o � ISO, " Y 6 G it C'Neit$ ■ r•f✓.w�Yrw . Page 14 of 13 Exhibit "B" Gopy of Certificate of Insurance [to be attached] rMl4ne stir S H GERTIFIGATE QF INS. UR> NGE Hou 000eisloaEo .J 771 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS PRODUCER Attn: Lisa Stough (214) 303.8450 NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE Marsh USA, Inc. POLICY, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE 4400 Comerica Bank Tower AFFORDED BY THE POLICIES DESCRIBED HEREIN Main Street Dallas. TX 75201-7357 COMPANIES AFFORDING COVERAGEs. i__ _ _. COMPANY 24833--GAEW-07108 A LEXINGTON INSURANCE COMPANY INSURED - --- _----------------._._..._._....__� COMPANY HILLWOQD DEVELOPMENT GROUP, L.P. B ST PAUL SURPLUS LINES INSURANCE COMPANY ATTN: JEANETTE OLIVER _ . _._....----.—_.-----..... ----- __.___`-------------.- 5430 LBJ FREEWAY STE 800 COMPANY DALLAS, TX 75240 C NIA COMPANY D 3. ` This:certificate supefsedesand replaces anyp ..ytouaty,t sued certificate for,the.pollcy:period Hated below ': THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. CONDITIONS AND EXCLUSIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MMJDDNY) DATE (MMtDDJYY) GENERAL LIABILITY $ 2,0001000 GENERAL AGGREGATE A X COMMERCIAL GENERAL LIABILITY 6764037 05/01/07 05/01/08 _ $ 2,000,000 PRODUCTS - COMP/OP AGG $1,000,000 CLAIMS MADE OCCUR PERSONAL 8 AOV INJURY OWNER'S & CONTRACTORS PROT EACH OCCURRENCE $1,000,000 X.?ZR.I?.ROJECT AGGREGATE FIRE DAMAGE (Any Dno fire) 50,00D I — -O- MED EXP (An one person)$ AUTOMOBILE LIABILITY ( COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS ( ��— -- BODILY INJURY $ ! (Per person) i SCHEDULED AUTOS _ HIREDAUTOS BODILY INJURY $ (Per accident) NON -OWNED AUTOS PROPERTY DAMAGE I $ GARAGE LIABILITY Is AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE EXCESS LIABILITY EACH OCCURRENCE Is 51000,000 B FORM QZ09125139 05/01/07 05/01/08 X AGGREGATE Is (UMBRELLA — —5,000,000 OTHER THAN UMBRELLA FORM Ij $— WORKERS COMPENSATION AND A - EMPLOYERW LIABILITY EL EACH ACCIDENT THE PROPRIETOR/ $'— INCL EL DISEASE•POLICY LIMIT PARTNERS/EXECUTIVE — --------- OFFICERS ARE: EXCL EL DISEASE•EACH EMPLOYEE $ OTHER 1 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIALITEMS Named Insured Includes: Heritage Commons 111. Ltd Re: Encroachment Agreement CERTIFICATE _HOLDER CANCI.tATIQN: SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL .01fl DAYS WRITTEN NOTICE TO THE City of Fort Worth 1000 Throckmorton CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Fort Worth, TX 76102 LIABILITY OF ANY KING UPON THE INSURER AFFORDING COVERAGE ITS AGENTS OR REPRESENTATIVES OR THE ISSUER OF THIS CERTIFICATE, AUTHORIZED REPRESENTATIVE Marsh USA Inc BY: William Hines _ . MM9{3102) VALID AS OF:04125108._.