HomeMy WebLinkAboutContract 28838-CA1 CITY SECRETARY�1
COIF TI NO.. ' ,I
CONSENT TO
ASSIGNMENT OF ENCROACHMENT AGREEMENT
[City Secretary Contract No. 28838]
THIS CONSENT TO ASSIGNMENT OF ENCROACHMENT AGREEMENT (this
"Assignment") is made and entered into as of this _Zf_ day of 2010, by and
between the CITY OF FORT WORTH, a Texas home-rule municipal corporation (the
PNL FORT WORTH, L.P., a Delaware limited partnership ("Assignor"), and
THROCKMORTON FW,LLC, a Texas limited liability company("Assignee").
WITNESSETH :
WHEREAS, the City of Fort Worth, acting by and through its duly authorized City
Manager or duly designated Assistant City Manager, entered into Secretary Contract Number
28838 Consent Agreement (herein referred to as the "Agreement" or the "Encroachment
Agreement") with Assignor(acting by and through its duly authorized general partner, PNL FW
GP, LLC, a Delaware limited liability company), who is the owner or lessor of (or who is
affiliated to and/or is the predecessor-in-interest to the owner or lessor of) certain property
located adjacent to or near the property on. which the encroachments are located (which
encroachments are further described in the Encroachment Agreement) (the"Proper ");
WHEREAS, the Encroachment Agreement, City Secretary Contract No. 28838, filed
July 25, 2003 and recorded in Volume 16977, Page 68 (Instrument No. D203269458), also filed
August 7, 2003 and recorded in Volume 17036, Page 96 (Instrument No. D203288556), each in
the Real Property Records of Tarrant County, Texas, is attached hereto as Exhibit "A" and
incorporated herein by reference as if set forth in full;
WHEREAS, the Encroachment Agreement was superseded in part pursuant to that
certain Agreement dated December 8, 2006 by and between Assignor, Tandy Garage, L.P., a
Delaware limited partnership, and the City, filed December 13, 2006 and recorded as Instrument
No. D206392348, as further set forth therein; and
WHEREAS, as the current "Grantee" under the Agreement, Assignor desires to assign
the Agreement to Assignee;
AGREEMENT :
NOW, THEREFORE, for and in consideration of the above and foregoing premises and
the mutual covenants and agreements set forth hereinbelow, together with other good and
valuable consideration, the receipt and sufficiency of which consideration is hereby
acknowledged by each of the parties hereto, the City, Assignor and Assignee do hereby agree as
1 follows:
1. Terms defined in the Agreement and delineated in this Assignment by initial
capital letters shall have the same meanings ascribed thereto in the Agreement, except to the
r
a e eaning of any such term is specifically modified by the provisions of this
RECORDRETARYTH, TX 1
Assignment. In addition, terms not defined in the Agreement but defined herein will, when
delineated with initial capital letters, have the meanings ascribed thereto in this Assignment. In
that regard, the above and foregoing premises and recitals are incorporated in this Assignment
and made a part hereof for all purposes, including incorporation of the definitions contained
therein.
2. The City does hereby consent to the assignment of the Agreement from Assignor
to Assignee, and after the Effective Date (defined below) will recognize Assignee as the party to
the Agreement. The City further agrees and consents to the granting of a lien interest by
Assignee to JPMorgan Chase Bank, National Association, or an affiliate thereof, or any other
lender, with respect to the Property, and that in the event any such lender acquires title to the
Property, such lender shall be entitled to the benefits of the"Grantee"under the Agreement.
3. As consideration for the assignment and assumption of the Agreement, Assignee
hereby expressly accepts and assumes, all rights, obligations and liabilities of Assignor under the
terms of the Agreement, and Assignee agrees to be bound by all the terms, provisions and
covenants of the Agreement.
4. For purposes of this Assignment, the "Effective Date" shall be the date of the
closing of the sale of the Property by the Assignor to the Assignee. The Assignee shall notify the
City in writing of the closing of the sale of the Property within fifteen (15) days of such closure
or this Assignment shall be void and of no effect. Such notice shall be provided to:
City Attorney's Office-City of Fort Worth
Attn: Planning and Development attorney
1000 Throckmorton
Fort Worth, Texas 76102-6312
5. The City has the full power and authority, without the requirement of any
additional approvals, joinders or signatories, to grant the consent to the assignment of the
Agreement as set forth herein.
6. Assignee may, at its option, cause this Assignment to be filed of record (at
Assignee's expense)in the applicable real property records for Tarrant County, Texas.
7. This Assignment may be executed in any number of 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]
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
2
APPROVED AS TO FORM AND CITY OF FORT WORTH
LEGALITY:
Assistant City Attorney Fernando Costa,Difeeter
[No M&C Required] 404 4 y As"y<.-
plalifling
ASSIGNOR: ASSIGNEE:
PNL FORT WORTH, L.P., THROCKMORTON FW, LLC,
a Delaware limited partnership a Texas limited liability company
By: PNL FW GP, LLC, By: Q �,
a Delaware limited liability company, Name:
its general partner Title:
By:_ fatm
avid Porter, Manager
Attested by: na Vo J*.I
Cy �oppooGpooON
�p °o pG®
o° 040
Marty He dri t Ci Secretary o 0S 0.
d
°°0 Ay
0 0�(�
NO M&C REQUIRED
M
AL RECORDECRETARYORTH,TX
3
APPROVED AS TO FORM AND CITY OF FORT WORTH
LEGALITY:
i su -
Assistant City Attorney Fernando Costa, Director
[No M&C Required]
Planning and Development
ASSIGNOR: ASSIGNEE:
PNL FORT WORTH, L.P., THROCKMORTON FW, LLC,
a Delaware limited partnership a Texas limited liability company
By: PNL FW GP, LLC, By: 2�
a Delaware limited liability company, Name:
its general partner Title: Intel G�j
By:
David Porter, Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
3
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa,
known to me to be the person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same as the act and deed of the City of Fort Worth,a municipal
corporation of Tarrant County,Texas, for the purposes and consideration therein expressed.
Given under my hand and seal of office this the b ` day ofy@CG K ,20>d
=: COMMISSION
IONIELSEXPI Notary Public in and for
A9y rCIdMiSSION EXPIRES
July 10,2013 The State of TEXAS
Name printed
My Commission Expires:
[NOTARIAL SEAL]
STATE OF TEXAS §
COUNTY OF §
I, the undersigned authority, a Notary Public in and for said county and in said state, hereby
certify that David M. Porter, the Manager of PNL FW GP, LLC, a Delaware limited liability company,
the general partner of PNL FORT WORTH, L.P., a Delaware limited partnership, and who is known to
me, signed the forgoing instrument and acknowledged before me on this day that, being informed of the
contents of the instrument,he, as such duly authorized Manager, executed the same voluntarily for and on
behalf of both said limited liability company and limited partnership.
st
Given under my hand and seal this the day of C'C/ri brr2010.
�i
CHRISTI D. RICHARDSON �
__ Notary Public,State of Texas
My Commission Expires Notary Public, State of Texas
17,2013
Name printed �,J1
My Commission Expires:
[NOTARIAL SEAL]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4
STATE OF TEXAS §
COUNTY OF ) l §
I, the undersigned authority, a Notary Public and for said county and in said state, hereby
certify that tj!�- L? ` j;����1 , the ���tiSI C{i '1 of THROCKMORTON FW, LLC, a
Texas limited liability company, and who is known to me, signed the forgoing instrument and
acknowledged before me on this day that, being informed of the contents of the instrument, he, as such
duly authorized i y'' L 1 ��l , executed the same voluntarily for and on behalf of said limited
liability company. C
Given under my hand and seal this the4�h day of , 2016.
=LESLIOVERTON-TUCKERTON-TUCKttt' &mw ska,
lic.State of Texas p bliC, State of Texas
ission Expires Notary }ber 19,2012Name printed
My Commission Expires:g
[NOTARIAL SEAL]
N
L RECORDCRETARYRTH,TX
5
EXHIBIT"A"
ENCROACHMENT AGREEMENT
The Encroachment Agreement follows this cover page.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
6
Dallas 1\5603080\4
21560-122 12/14/2010
3� 06^25-03 A09:02 IJJ
CITY SECRETARyV32
tA)G
CONSENT AGREEMENT CONTRACT NC3. .—���
F
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1
STATE OF TEXAS
COUNTY OF TARRANT
THIS CONSENT AGREEMENT ("Agreement") Is made.and entered into
by and between the City of Fort Worth, a municipal corporation of Tarrant
Ci
1 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°PNL FORT WORTH, L.P.,a Delaware limited partnership, acting herein by
and through its duly authorized general partner, PNL FW GP, LLC, a Delaware
limited liability company(hereinafter referred to as"Grantee").
WITNESSETH:
1.
;For .and in ..consideration of the payment by grantee of the application
charge set out below and the true and faithful performance of the mutual
covenants herein contained, City hereby grants to Grantee permission to
encroach upon, use and .occupy portions of the space, to the extent owned by
the City, under., on and/or above the.streets, alleys, sidewalks and other public
rights-of-way as follows: The location .and description of :each said
encroachment is more particularly described :in Exhibit "A", attached hereto,
incorporated herein and made a part hereof for all purposes.
69473:93385:D.1L AS:1031189.j
EXHIBIT"A"
Z 2.
' All maintenance and operation in connection with such encroachment, use
i and occupancy :shall :be performed in strict compliance with the Charter,
i
(') Ordinances and .Codes.of the City and in accordance with the directions of the
J
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, 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.
The parties agree that there shall be no encroachments In, under, on or
above the:surface area of.the streets,alleys,:sidewalks and other public right$-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
existing or future utility or improvements owned by,constructed by or on behad of
the public.or at public expense is made more costly by vhtue of the maintenance
or existence of such encroachment and 'use. Grantee shall pay to City an
additional amount equal to such additional cost as determined by the Director*of
Transportation and Public Works of the City, or his duly authorized
representative.
z
69i72:UM;DALLAS:1DSI1391
r�R
i 5.
t City may enter and utilize the referenced areas at any time for the purpose
I <71
j of installing or maintaining Improvements necessary for the health, safety and
weifare of the public or for any other public purpose. In this regard, .City shall
I j-
bear no responsibility or :liability for damage or disruption of improvements
61
s installed by Grantee or its successors, but City will make reasonable:efforts to
minimize such damage.
6.
In orderto defray all costs of inspection and supervision which City has
incurred or might incur as a result of the maintenance of the encroachments and
:uses provided for by this.Agreement,Grantee agrses to pay to City at the time
this.Agreement is executed an application charge in the-sum of
�- a
f'Ghv ml Pc FiDollars
7.
The initial tern of this Agreement shall be thirty.t30j years, commencing
on the date this Agreement is executed by the City of Fort Worth.
8.
Upon termination of this Agreement for.any reason whatsoever,Grantee
shall.,at the option of City and at no expense to City,restore the public right-of-
way and.adjacent supporting structures 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.
3
69472:93395:DAUAS:10811991
,t S.
It is further understood and agreed upon between the parties hereto that
�5
the City streets, alleys, sidewalks and .other public rights-of-way, including the
U portions of such streets, alleys, sidewalks,and .other public rights-of-way to be
i;
used and encroached upon as described herein, are held by City as trustee for
Q
the public; that City exercises :such .powers over the streets 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
streets for the use and benefit of the public. It is accordingly agreed that
consistent with Grantee's rights, title and interest to its real property as.provided
by law, that if the governing body of City, to wit, its City Council, should at any
time during the term hereof determJne in its sole discretion to use or cause or
permit the said,portions of the streets, alleys, sidewalks and other rights-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 of natural gas or electricity, or:any other public purpose, whether
presently contemplated or not, then this Agreement shall be appropriately
modified and amended or,`>E necessary,.canceled or terminated.
10,
Grantee:understands and ..agrees that the granting of any encroachment
hereunder is not meant to convey to Grantee any right to use or occupy property
in which a third.party may have an interest,and Grantee agrees that it will obtain
all necessary permission before occupying such property.
4
6937193M:D IAS:(OS1199a
6
Grantee agrees to comply fully with all applicable federal, state and local
7
7 laws, statutes,ordinances, codes or regulations in connection with the operation
t; and maintenance of said encroachments and uses.
0
12.
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, laver or
regulation.
13.
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; that 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; that the doctrine of respondeat 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.
14.
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
s
69471933S3:DALW:IPS11991
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 maintenance, occupancy, use, existence or location of said
encroachment and uses granted hereunder, whether or not.caused, in whole or
in part, by all ed negligence g. i1 ence of officers, agents. servants, employees,i �
contractors.-subcontractors,licensees or invitees of the City: and Grantee hereby
C3
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,invitees,or trespassers,
15.
Grantee agrees to fumish 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 the following:
Property damage.per occurrence $100.000
Bodily injury,per person $250,000
Bodily injury or death.peroccurrence $500,000
with the understanding of and agreement by Grantee that such insurance
amounts shall be revised upward at City's option and that Grantee.shall so revise
such amounts immediately following notice to Grantee of :Such requirement.
6
69472A S385:DAuAS.10fl11891
Such insurance policy shall provide that It cannot be canceled or amended
� without at feast test(1 U)days prior written notice to the Building Official of the City
7 of Fort Worth. A copy of such Certificate of Insurance'is attached asattached as
Q 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 obilgates 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,
16.
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 so recorded, the original.hereof shall .be returned to the City Secretary of
the City of Fort Worth,Texas
17-
in any action drought by the City for the enforcement of the obligations of
Grantee, City shall be entitled to recover interest and reasonable attomey's fees.
18.
.Grantee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under.this Agreement without the prior written approval of
City, and any attempted assignment without such prior written approval shall be
69,172:83335,DALLAS:10V 119-2
void. Notwithstanding the foregoing,City agrees and consents to the granting.of
a lien interest by Grantor to JPMorgan Chase 'Bank, a New York banking
corporation, or any other lender and their successors and assigns (each
} hereinafter referred to individually,.as the"Lender"),:and that.in the event Lender
acquires title to the property more particularly described on Exhibit C attached
hereto and incorporated herein, Lender shall be entitled to benefits of Grantee
�1
0 under this Agreement.
19.
This agreement shall be binding upon the parties hereto, their successors
and assigns.
EXECUTED this day of7
PNL FORT WORTH,L.P..
a Delaware limited partnership
By. PNL FW GP,LLC,
a Delaware limited liability company
BY 'rdL
David M. Porter, Manager
CITY OF FORT WORTH .
Reid Rector, Asst City.Manager
APPROVEE�///�/7J�S TO F M AND LEGALITY
s�
ecret , 4 t- , City.Attorney
Contract•Authori*k8*ion
-- Nas�03
Date g
6917233383:DAiAS:loll 1193
i
1
STATE OF TEXAS §
COUNTY OF TARRANT
r
BEFORE ME, the undersigned authority, .a Notary Public in and for the
State of Texas..on this day personally appeared PddRecwr , known.to me to
0 be the person whose name 'is subscribed to the foregoing instrument, and
0 acknowledged to me that he/she executed the same for the purposes and
S consideration therein.expressed., as the act and deed of the City of Fort Worth,
E
and in the capacity therein stated.
Of GIVEN UNDER MY HAND AND SEAL OF OFFICE this . day of
_�►"° 13081UABARNES
* NOTARY PUOLiC
g State of Texas Notary Public.State of Texas
Comm.EXP.03-31-2005
STATE OF TEXAS
COUNTY O.F DALLAS § .
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Texas, on this day personally appeared David M.Porter,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 PNL FW GP, LLC, the
general partner of PNL Fort Worth,L.P.,and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
e .2003.
1�,�.tf t,4;.. .��it .Y.li.,psi. .
_; Nota Public, S�`ate of Texas
—1�2t-OJ4
n �w^wrw
9
69372:5.7795:DAUAS:1031119
i
LIST OF ENCROACHMENTS
THE CHARLES A TANDY CENTER
�Es
L SURFACE ENCROACHMENTS
z 1. Garage entrances and exits located on Belknap to the extent of any encroachment.
0The survey is unclear as to the existence of any encroachments as to the garage
f., entrances and exits. Note also the metal rail for the.air conditioner unit overhangs
�'t from garage.roof on the portion of the garage at the .corner of Belknap and
3 Throckmorton Streets.
•
J. 2. Parking garage wall encroaches 1.99'into Throckmorton Street.
0
3. Parking garage located over Throckmorton Street is 9.20'north of lot line into W-
Weatherford Street.
4. Building comer is 0.24'east of lot line.
5. Concrete column lies over property line, and decorative metal fi-amework
protrudes from building wall.
6. Building comer is 0.21'east of lot line.
7. Building corner is 0.46 west of lot line.
8. Concrete column lies over property line.
9. Building corner is 0.41'west of lot line.
10. Building comer is 0.29'west of lot line..
H. SUBTERRANEAN ENCROACHMENTS
1. Interior face of subterranean wall is on propertyline.
2. ,Interior face ofsubterranean wall is on Property-Ue.
3, Interior face of subterranean wall is on property line.
4. Interior face of subterranean wall is 9.93'ir. t"a.1.12'south of property line.
S. Interior face of subterranean wall is 9.95'east of property line.
6. Interior face of subtemmean wall is 7.91'south of property line.
7. Interior face of subterranean wall is 7.98'south of property liii
S. Interior face of subterranean wall.is 0.19'west of propertyline.
9. Interior face of subterranean wall.is 0.16'west of property line.
6947::i331S:DALt,tiS;t t3)9441
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7
* D203269458
CITY FW DEWLOPMENT 007
1000 THROCKMORTON
FT WORTH, TX 76102
ci
—WIA R N I N G—THIS IS PART OF THE OFFICIAL RECORD--D O N O T D E S T R O Y
I N D E X E D -- T A R R A N T COUNTY TEXAS
S U Z A N N E H E N D E R S 0 N -- COUNTY CLERK
O F F I C I A L R E .0 E I P T
T O: J .CRAIG EATON
RECEIPT NO :REGISTER RECO--BY PRINTED DATE TIME
203445707 DR92 D.W 07/25/2003 13:36
INSTRUMENT FEECD I.NDEXED TIME RECVD
1 D20.3269458 WD 200.30725 13:36 KK
T O T A L DOCUMENTS 01 F E E S,: 39.00
' s
� $ Y
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 .LA14,
i
9
'RN"\x
06-25-03 A09:02 IH
WHEN RECQRDED,RETMN TO:
Locice Liddell&Sapp LLP ML F*',
2200 Ross Asenue,Suite 2200 CONSENT AGREEMENT CITY 8E6RETA Y�y
Dallas,Texas 75201-6776 CON. CT NO p
Attention: Theresa Lee
.�, .,,�►� -7 P!i 1:56
j STATE OF TEXAS -
f Er,
.� .COUNTY OF TARRANT
THIS CONSENT AGREEMENT("Agreement') is made and entered into
6by and between the ..City of Fort Worth, a municipal corporation of Tarrant
0 County,Texas, acting herein by and through its:duly authorized City Manager or
0
duly designated Assistant City Manager(hereinafter referred to as the "City"),
and PNL FORT WORTH, L.P.. a Delaware limited partnership,.acting herein by
and through its duly authorized.general partner, PNL FW GP, LLC, a Delaware
limited liability company(hereinafter-referred Was"Grantee').
WITNESSETH:
1.
For and in consideration of the payment by grantee of the application
charge :set out below and the true and faithful performance of the mutual
covenants herein contained. City hereby grants to Grantee permission to
encroach upon, use and occupy portions of the space, to the extent owned.by
the City, under,.on anal/or above the streets, alleys, sidewalks and other public
right"f-way as follows: The location and description of each said
encroachment is more particularly described in Exhibit "A", attached hereto,
Incorporated herein and made a part hereof for all purposes.
69372,93395.DALLAS:10311891
of All maintenance and operation in connection with such encroachment,use
and occupancy shall be perforated In strict compliance with the Charter,
rr
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
3 representative. All plans and.specifications thereof.shall be subject to the prior
tr
written approval of the Director of Transportation and Public Works, or his duly
4• 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.
The parties agree .that 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
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 maintenance
or existence of such encroachment and use. Grantee shall pay to City an
additional amount equal to such additional cost as determined by the Director of
Transportation and Public Works of the City, or his duly authorized
representative.
2
69472--83385 c DALLAS:1081189a
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. City shall
} bear no responsibility or liability for damage or disruption of improvements
c�
f} installed by Grantee or its successors, but City will make reasonable efforts to
( .minimize such damage.
i�
Fs 6.
In order to defray all costs of inspection and supervision which City has
Incurred or might Incur as a result of the maintenance of the encroachments and.
uses provided for by this Agreement,Grantee agrees to pay to City at the time
this Agreement is executed an application charge in the sum of
,-
o Dollars L4'glo v
7
The Initial term of this Agreement shall be thirty(30)years, commencing
on the date this Agreement is executed by the City-of Fort Worth.
8.
Upon termination of this"Agreement for any reason whatsoever,Grantee
shall,at the option of City and at no expense'to City,restore the pubGc.right-of-
way and adjacent supporting structures 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. .
3
69472$3383:DAL AS:10911391
9.
` It is further understood and agreed upon between the parties hereto that
f
the City streets, alleys, sidewalks and other public rights-of-way, Including the
Fa
portions of such streets, alleys, sidewalks and other public rights-of-way to be
f�
(# used and .encroached upon as described herein, are held by City as trustee for
t
? the public; that City exercises such powers over the streets as have been
n
delegated to it by the Constitution of the State of Texas or by the Legislature;and
k# that City cannot contract away its duty and its legislative .power to control.the
streets for the use and benefit of the public. It Is accordingly agreed that
consistent with Grantee's rights, title and interest to its real property as provided
by law, that if the governing body of City, to wit. its City Council, should at any
time during .the term hereof determine in its sole discretion to use or cause or
permit the said portions of the streets, alleys, sidewalks and other rights-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 of natural gas or electricity, or any other public purpose, whether
presently contemplated or not; then this Agreement shall .be appropriately
modified.and amended or, if necessary,canceled or terminated.
10.
Grantee understands .and .agrees that the granting of any encroachment
hereunder is not meant to'conveyto..Grantee any right to use or occupy property
in which a third party may have an interest.and Grantee.agrees that it will obtain
all necessary permission before occupying such property.
4
69472.13383:.DAU'%S:1081189.2
11.
Grantee agrees to comply fully with all applicable federal, state and bGaI
laws, statutes,.ordinances, codes or.regulations in connection with the operation
? and maintenance of said encroachments and uses.
1.2.
Grantee agrees to pay promptly when due ail fees, taxes or rentals
N
provided for by this Agreement or by any federal, state or local statute, law or
regulation.
13.
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; that 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 theacts and
omissions of its officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees; that the doctrine of respondeat 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.
14.
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
69vT1;MS:DALLA.S:1061129-2
MINN
personal injury, including death, to any and all persons, of whatsoever kind or
a character, whether real or asserted, arising out of or in connection with, directly
t� or indirectly, the maintenance, occupancy, use. existence or location of said
encroachment and uses granted hereunder, whether or.not caused. in whole or
}
In part, by alleged negligence of officers, agents, servants, employees,
contractors,,subcontractors,licensees or invitees.of the City;and Grantee hereby
f assumes all liability and responsibility for:such claims or suits. ..Grantee shall
f�
likewrise assume all liability and.respon.sibiiity 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,invitees,or trespassers.
Grantee agrees to fumish City with a Certificate of Insurance, naming City
as certificate holder,as proof that it has secured and paid for a policy of public
liabilty insurance covering all public .risks related to the proposed use and
occupancy of public property as located and described in Exhibit W. The
:amounts of such insurance shall be not less than the following:
Property damage,per occurrence $100,0t)0
Bodily injury;per person 4250,000
Bodily injury or death,per occun*ence $500,000
with the understanding of and agreement by Grantee that such insurance
amounts stall be revised upward at City's option and that Grantee shall so revise
such amounts immediately following notice-to Grantee of such requirement,
6
694 72-33 30 DALL":1091129.2
Such insurance policy shall provide that it cannot he canceled or amended
without at least ten(10)days prior written notice to the Building Official of the City
.fi
0
sf of.Fort Worth. A copy of such Certificate of Insurance is attached as attached as
Exhibit"8", Grantee agrees to submit a similar Certificate.of Insurance annually
( to City on the anniversary date of the execution of this Agreement.
t} Grantee agrees, binds and obligates itself. its successors and assigns, to
►f maintain and keep in force such public liability insurance at all times during the
G
! 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.
18.
Grantee agrees to deposit with the City when this Agreement is executed
a sufficient :sum of money to be ussd to pay necessary fees to record .this
Agreement in its entirety in the deed records of Tarrant County, Texas. After
being so recorded, the original hereof shall be returned to the City Secretary of
the City of fort Worth,Texas
17.
In any action brought by the City for the enforcement of the obligations of
Grantee. City shah be entitled to recover interest and reasonable attorneys fees.
• 18.
Grantee covenants and agrees that it will not.assign all or any of its rights,
privileges, or duties under this Agreement without the prior written approval of
City, and any attempted assignment without such prior written approval shall be
69472:83783:DAL.IAS:i9111992
void. Notwithstanding the foregoing,City agrees and consents to the granting of
a lien Interest by Grantor to JPMorgan Chase Bank, a New York banking
corporation, or any other lender and their successors and assigns (each
�3
y hereinafter referred to Indlyidually, as the"Lender".),.and that in the event Lender
0
0 acquires tide to the property more particularly described on Exhibit C attached
f�
' hereto and incorporated herein, Lender shall be entitled to benefits of Grantee
{i
f under this Agreement.
� 19.
This agreement shall be binding upon the parties hereto, their successors
and assigns.
EXECUTED this E day of .20_
PNL FORT WORTH, L.P.,
a Delaware limited partnership
By: PNL FW GP,LLC,
a Delaware limited liability company
David M.Porter, Manager
CITY OF FORT WORTH
By: I?ud
�: Reid Rector, Am City Maaagrr
:_. , • ��- _ APPROV7D AS TO FORM AND LEGALITY
City Attorney
Contract'li i£ho'ri sat n
-Oat* g
6947L'93315.DnLL1900911`91
STATE OF TEXAS §
$ COUNTY.OF TARRANT §
} BEFORE ME. the undersigned authority, a Notary Public in and for the
State of Texas, on this day personally appeared Reid Reew, known to me to
�} be the person whose name Is subscribed to ttre 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,
c and In the capacity therein stated.
,. IVEN UNDER MY HAND.AND SEAL OF OFFICE this A.Odday of
20 �3
a�*TM• RDSELLABAMNES
NOTARYPUALIC
? State o1 texas
Comm UP.03-31-2005 Notary Public,State of Texas
I
STATE OF TEXAS
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Texas,on this day personally appeared David M. Porter, 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.PNL FW GP, LLC, the
general partner of PNL.F.ort Worth, L.P.,and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
A-X2003.
';`,r % JILL JOHNSON Nota ub11C,Sta of Texas
N
4s t�8iYF,t��-ftd•.C•2-?5-2 'JIYti ,_
9
69472:83393:DAL AS:=11992
LIST OF ENCROACHMENTS
THE CHARLES P. TAMY CENTER .
(w\�
V -
3 I.. SURFACE ENCROACHMENTS
Ea
1. Garage entrances and exits located on Belknap to the extent of any encroachment.
The survey is unclear as to the existence of any encroachments as to the garage
t entrances.and exits. Note also the metal rail for the air conditioner unit overhangs
from garage roof on the portion of the gayuge at the comer of Belknap and
p Throckmorton:Streets.
2. parking garage wall encroaches 1.99'into Throckmorton$treet.
t 3. Parking garage located over Throckmorton Street is 9.20'north of lot line into W.
Weatherford Street,
` 4. Building coiner is 0.24'east oflot line.
5: Concrete column lies over .property line, and decorative metal framework
protrudes from building wall.
6. Building corner is 0.21'east of lot line,
7. . Building comer is.0.46'west of lot line.
8. Concrete column lies.over property line.
9. Building corner is 0.41"ivest of lot line.
10. Building comer is.0.29'west of lot line.
lI. SUBTERRANEAN.ENCROACHMENTS
1. Interior face of subterranean wall is on property line.
2. Interior fare of subterranean wall is on property line.
3. Interior face of subterranean wall is on property line.
4. Interior face of subterranean wall is 9.95'east and 1.12'south of property line.
5. Interior face of subterranean wall is 9.95'east of property line.
6. Interior face of subterranean wall is 791'south of property line.
7. Interior'face of subterranean wall is 7.981 south of property We.
8. tnterior face of subterranean wail is 019'west of property line.
9. Interior face of subterranean wall is 0.16 west,of property line.
69MA- 3333:DALLAS:t 133994.1 a l I
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City of Foil Worth, Texas
"agor and Council Communication
rPA REFERENCC tYUMBER LpG NAME PAG1=25l03 t"C-19521 06TANDY 1 of 1
T AUTHORIZE EXECUTION OF CONSENT.AGREEMENT WITH PNL FORT WORTH,
L.P.FOR RIGHT-OF-WAY ENCROACHMENTS AT TANDY CENTER
MMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a consent agreement
with PNL Fort Worth, L.P. authorizing use of the right-of-way for existing encroachments within the
Tandy Center.
i
L DISCUSSION:
The downtown property known as the Tandy.Center has recently been purchased by PNL Fort Worth,
L.P., a Delaware Limited Partnership. Several above grade and below grade encroachments exist
within the property, which is bounded by Belknap.Throckmorton,West 3rd and Taylor Streets. David
Porter, manager for PNL Fort Worth, LP., is requesting continuance of various encroachments which
exist within the property. The :consent agreement shall require any future assignments of the
agreement to be approved by the City.Manager or his/tler designee.
The Encroachment Committee has reviewed this request and has recommended approval,
The proposed encroachment Is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION
The Finance Director certifies that this.action will have.no material effect on City funds_
RR:r
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1 Submitted far City Mangers FUND ACCOUNT FVMR AMOUNT CITY SECRETARY
Orrtca by. (to)
j
t Rcid Rcdw 6140
} Originating Department Head:
Bob:Riky 8901 (from) APPROVED 3/25M3
1
Addidopal Information Contact:
s Jim N6AQ 8318
} 0203288556
a LOCKE LIDDELL & SAPP LLP
2200 ROSS AVE #2200
DALLAS TX 75201 6776
Q
A R N I G—THIS IS PART OF THE OFFICIAL .RZCORD--D O N 0 T D E S T R O Y
i INDEXtD '-- TARRANT COUNTY TEXAS
S U Z A N N E 14 E N D E R S O N -- COUNTY CLERK
C I A L R E C R P T
T 'O: LOCKE LIDDELL & SAPP LLP
RECEIPT NO REGISTER RECD-=BY PRINTED DATE TIME
20346B650 pR91 PM OB/07/200:3 1.3:56
INSTRUMENT FEECD INDEXED TIME RECVD
1 p203288556 WD 20030807 13:56 CK 715135
T '0 T A L DOCUMENTS-- :01 F E E S: 41.00
S Y:
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
I