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HomeMy WebLinkAboutContract 53810 Apr 20, 2020 CSC No. 53810 8: 15 AM EAST MENT ENCROACHMENT LICENSE AGREEMENT Commercial THIS AGREEMENT is made and entered into by and between THE CITY OF FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"), acting by and through its duly authorized City Manager, Assistant City Manager, or Planning and Development Director, and QUIKTRIP CORPORATION, an Oklahoma Corporation ("Licensee"), owner of the real property located at 925 Kings Highway, Fort Worth, Texas 76117 e Property"), acting by and through its duly authorized Director. RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property, attached as "Exhibit C" and incorporated herein for all purposes; and WHEREAS, the City has a utility casement (the "Easement") in the Property as shown on the map attached to this Agreement as "Exhibit A," which is incorporated herein for all purposes; and WHEREAS, Licensee desires to construct, place, and/or maintain certain improvements which will encroach in,on,above, or below the City's Easement; and WHEREAS, to accommodate the needs of the Licensee,the City will allow the encroachment under the terms and conditions as set forth in this Agreement. NOW,THEREFORE,the City and Licensee agree as follows: AG REEMENT 1. The City, in consideration of the payment by the Licensee of the fee set out below and covenants and agreements hereinaller contained to be kept and performed by Licensee, hereby grants permission to Licensee to encroach in, on, above, or below and occupy a portion of the City's Easement as described in and at the location shown on Exhibit A, but only to the extent shown thereon, for the purpose of constructing a retaining wall (the "Encroachment"). Upon completion of the Encroachment, Licensee agrees to be responsible for maintaining the Encroachment within the Easement. Licensee shall not expand or otherwise cause the Encroachment to further infringe in or on City's Easement beyond what is specifically described in the exhibit(s) a ached hereto. OFFN CITFT.Easement Encroachment Agreement-Commercial ge 1of Revis 2. All construction, maintenance, or operation in connection with such Encroachment, use, and occupancy shall comply and be performed in strict compliance with this Agreement and with the Charter, Ordinances, and Codes of the City, and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department, or their duly authorized representative. Prior to the construction of the Encroachment, Licensee shall submit all plans and specifications to the applicable Director or duly authorized representative. Licensee shall not commence construction of the Encroachment until such approval shall be indicated in writing by the applicable Director or authorized representative. However, such approval shall not relieve Licensee of responsibility and liability for concept, design, and computation in the.preparation of such plans and specifications. 3. Licensee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such Encroachment, use, and occupancy, including securing the approval and consent of the appropriate utility companies and agencies of the State and its political subdivisions. In the event that any installation, reinstallation, relocation, or repair of any existing or future Utility or improvements owned by or constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance, or existence of the Encroachment and use, Licensee shall pay to the City an additional amount equal to such additional cost as reasonably determined by the Director of 'Transportation and Public Works or the Director of the Water Department, or their duly authorized representative. 4. Licensee agrees that the City may enter and utilize the referenced areas at any time for the purpose of installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety, and welfare of the public, or for any other public purpose. The City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Encroachment installed by Licensee, but the City will make reasonable efforts to minimize such damage, 5. Upon termination of this Agreement, Licensee shall, at the option of and at no expense to the City, remove the Encroachment and restore the Easement to a condition acceptable to the Director of Transportation and Public Works or the Director of the Water Department, or their duly authorized representative, in accordance with then- existing City specifications. It is understood and agreed to by Licensee that if this i Easenicnt Encroaclunent Agreement-Commercial Page 2 of 12 Revised 12,2018 Agreement terminates and Licensee fails to remove the Encroachment as directed and restore the Easement, Licensee hereby gives the City permission to remove the Encroachment and any supporting structures and assess a lien on the Property for the costs expended by the City in taking such actions. G. In order to defray all costs of inspection and supervision which the 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, Licensee agrees to pay to City at the time this Agreement is requested an application fee of in the sum of Five Hundred Dollars ($500,00). 7. The term of this Agreement shall be for thirty (30) years, commencing on the date this Agreement is executed by_the City. _However, this Agreement may be terminated upon Licensee's noncompliance with any of the terms of this Agreement. City shall notify Licensee in writing of any noncompliance and if not cured within thirty (30) days, this Agreement shall be deemed terminated, unless such noncompliance is not susceptible to cure within thirty (30) days, in which case this Agreement shall be deemed terminated in the event that Licensee fails to commence and take such reasonable steps as are necessary to remedy the noncompliance within thirty (30) days after written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. S. It is further understood and agreed between the parties hereto that the Easement to be used and encroached upon is held by City as trustee for the public; that City exercises such powers over the Easement as have been delegated to it by the Constitution of the State of Texas or by the Texas Legislature, and that City cannot contract away its duty and its legislative power to control the Easement for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the Easement to be used for any other public purpose that does not preclude the use of the Encroachment on the Property, including but not being linuted to underground, surface, or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that the parties agree to negotiate in good faith in order to accommodate the Encroachment and the public purpose. 9. LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS Easement Encroachment Agreement-Commercial Page 3 of 12 Revised 12/2018 OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND ELECTED OFFICIALS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAI, INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF W1 ATSOEVER 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 THE ENCROACHMENT AND USES GRANTED HERE,UNDER,WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, EUCTED OFFICIALS, OR INVITEES OF THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCII CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAINIAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, IT'S OFFICERS, -AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 10. While this Agreement is in effect, Licensee agrees to furnish City with a Certificate of Insurance naming City as certificate holder as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as located and described in Exhibit A. The amounts of such insurance shall be not less than $1,000,000 with the understanding and agreement by Licensee that such insurance amounts may be reasonably revised upward at City's option (provided, however, that any such upward revisions shall apply to similarly situated parties) and that Licensee shall so revise such amounts immediately following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least thirty (30) days prior written notice to the Building Official of the City. A copy of such Certificate of Insurance is attached as "Exhibit B" and incorporated herein for all purposes. Licensee agrees to submit a similar Certificate of Insurance annually to the City on the anniversary date of the execution of this Agreement. I Licensee agrees, binds, and obligates itself and its successors and assigns to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of the Encroachment and the cleaning and restoration of the Easement. All insurance coverage required herein shall include coverage of all Licensee's contractors and subcontractors. 1 Easement Encroachment Agreement-Commercial Page 4 of 12 Revised 12/2013 1. Licensee 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 the real property records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. 12. Licensee agrees to comply fully with all applicable federal, state, and local laws, statutes, ordinances, codes, and regulations in connection with the construction, operation,and maintenance of the Encroachment and uses. 13. Licensee agrees to pay promptly when due all fees, tares,or rentals provided for by this Agreement or by any federal, state,or local statute, law,or regulation. 14. Licensee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant, or employee of City, and Licensee shall have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The doctrine of respondent superior shall not apply as between City and Licensee, its officers, agents, servants, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Licensee. 15. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain,and locate the Encroachment over or within the Easement and is not a conveyance of any right, title, or interest in or to the Easement, nor is it meant to convey any right to use or occupy property in which a third-party may have an interest. Licensee agrees that it will obtain all necessary permissions before occupying such property. 16. In any action brought by the City for the enforcement of the obligations of the Licensee, the City shall be entitled to recover interest and reasonable attorneys'fees. i Easement Encroachment Agreement-Commercial Page 5 or 12 Revised 12/2018 17. The parties agree that the duties and obligations contained in Section 5 shall survive the termination of this Agreement. is, Licensee covenants and agrees that it will not assign all or any of its rights, privileges, or duties under this Agreement without the K�ritten approval of the City, and any attempted assignment without such written approval shall be void. In the event Licensee conveys the Property, Licensee may assign all of its rights and obligations under this Agreement to the new owner of the Property, and Licensee shall be deemed released from its duties and obligations hereunder upon City's approval in writing of Stich assignment, which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to t secured lender by Licensee in the event of default or othenvise shall not require City approval provided that said lender notifies City in writing within sixty (60) days of such foreclosure or assignment and assumes all of Licensee's rights and obligations hereunder. Howev , no er change of ownership due to foreclosure or assignment to any secured lender of Licensee shall be effective as to City unless and until written notice of such foreclosure or assigrunent is provided to City. 19, Any cause of action for breach of this Agreement shall be brought in Tarrant County, Texas, This Agreement shall be governed by the laws of the State of Texas. 20. assigns.This Agreement shall be binding upon the parties hereto and their successors and 21. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. fSIGNATURES APPEAR ON FOLLOWING PAGEI Easement Encroachment Agreement-Commercial Page 6 of 12 Revised 12/2018 City: Licensee: CITY OF FORT WORTH QUIKTRIP CORPORATION By: b By• D.J.Harrell,Interim Director N e: oseph S. Faust Planning&Development Title: irector of Real Estate Apr 17, 2020 Date:_ Date: ,a.o f OR ATTEST: ..�'' Approved As To Form and Legality Aff City Secretary Matthew A. Murray Assistant City Attomey Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration oft ' contr , inclu g ensurin 11 performance a repo g requirements. Janie S. Morales Development Manager OFFICIAL RECORD CITY SECRETARY WORTH,TX Easement Encroachment Agreement-Commercial Page 7 of 12 Revised 12/2018 M)3 Till Mal 111n]a K-41 I WMIN11 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 D.J. Harrell, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to the that he 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. 17th GIVEN UNDER MY HAND AND SEAL OF OFFICE tliis day of April 70 20 Digitally signed by LAURIE �} LAURIE PEQUENO LEWIS W �R PEQUENO LEWIS p?ozo.oa.�7 14:02:17 =� o W0.LL�0 Notary Public in TD for t11e State of Texas W K b�W�W i-zo<rEE 4 8 t >J � After recording return to: Planning& Development Development Coordination Office 200 Texas Street Fort Worth, Texas 76102 DEasement Encroachment Agreement-Commerciol P Revised 12/2018 STATE OF TEXAS § COUNTY OF TARRA1tiT § BEFORE ME, the undersigned authority, it Notary Public in and for the State of T-�a , on dais day personally appeared Joseph S. Foust, Director of Real Estate known to me to be [lie person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes and consideration therein expressed, as the act and creed of QUIKTRIP CORPORATION, a corporation (entity type),and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3C)day ofmo-s 2010 TVA LEE CNDWELL - - i;i My Notary o s 1168 n fNqt Public in d for the '' 19� L.=�taie of f' RECORD E?ARY �fTX.Wop Fasement Encroachment Agreement-Commercial Page 9 of 12 Revised 12/2018 EXHIBIT A Map of Easement and Encroachment Easement Encroachment Agreement-Commercial Page 10 of 12 Revised 12/2018 I i z I i S � I I i I ti I u E xx n I I is 1 I_ .. - SITE LEGEND IMFWI �*\,^i _ —"-. / nTE LeGexolEalFTtxa1 ` — x i Go co z n c s y CY t ..f -,I � E � GENEMITr.aaTNGTE4 - :2_ 2 —MM � f f � /Nio G E ;Q t_ — — —_ s i x I S I S I s i, c r i -o sr :•_s I i. n I io s I� EXHIBIT B Certificate of Insurance Easement Encroachment Agreement-Commercial Page 11 of 12 Revised 12/2018 i QUIKCOR-02 DTYLER A�oRo CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 3/25/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#100101891 CONTACT NAME: Hub International Mid-America PHONE FAX 6100 S.Yale Avenue,Suite 1900 (AIC,No,Ext):(918)359 6000 �jA/c No);(918)359-6001 Tulsa,OK 74136 E-MAIL . ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:OId Re ublic Insurance Company 24147 INSURED INSURERS: QuikTrip Corporation INSURER C: P.O.Box 3475 INSURER D: Tulsa,OK 74101-3475 INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS_SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIALGENERALLIABILITY EACH OCCURRENCE _$ 1,000,000 CLAIMS-MADE � OCCUR MWZY31290620 1/1/2020 1/1/2021 pREM SES0 RENTED ENT Dnce $ 1,000,000 _. _. .. MED�one erson $_ 0 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X 11 POLICY L jE T LOC PRODUCTS-COMP/OPA� 5,000,000 OTHER: SIR 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ $ ANY AUTO _ BODILY INJURY(Perperson) $ OWNED SCHEDULED - AUTOS ONLY _ AUTOS PROPERTY INJURY(Per accident $_ AUTOS ONLY �— AUTOS ONLYY leer accidentDAMAGE I $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER 'ANY PROPRIETOR/PARTNER/EXECUTIVE OFFIC ER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ _ _ (Mandatory in NH) E.L.DISEASE-EA EMPLOYE S If yes,describe under - - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ACORD 701,Additional Remarks Schedule,may be attached if more space is required) Location:QT#1886,925 Kings HWY,Ft.Worth,TX 76117 Certificate Holder is named as Additional Insured as respects the referenced General Liability policy but only to the extent required by written contract with the Named Insured and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Fort Worth,Planning and Development-CFA Office, ACCORDANCE WITH THE POLICY PROVISIONS. PN20-00004 200 Texas Street Fort Worth,TX 76102 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT C Metes and Bounds or Location Description of the Property Easement Encroachment Agreement-Commercial Page 12 of 12 Revised 12/2018 I Document Receipt Information Reference Number:4412210420—Warranty Deed Instrument Number: D218058321 No of Pages: 5 Recorded Date: 03/20/2018 12:44:00 PM County: i Tarrant I Volume: I Page: Recording Fee: $32.00 I Page 1 of 5 D218058321 31201201E 12:44 PM PGS 5 Fee: $32.00 Submitter: CSC ERECORDING SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records -P _ ,{. f}�� 6a-+�.�u Mary Louise Garcia AFTER RECORDING RETURN TO: UU QuikTrip Corporation 1120 North Industrial Boulevard Euless, Texas 76039 Fide*National GF#8AM.LIY-M Attention: Director of Real Estate tv-t QT 1886 NOTICE OF CONFIDENTIALITY RIGHTS: N YOU ARE A NATURAL PERSON YOU MAy REMOVE OR STRIKE ANy OR ALL OF THE FOLLOWING I`i(FORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD L t THE PUBLIC RECORDS: YOUR, SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER, GENERAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § Effective Date: February 15,2018 ARMANDO LOPEZ,individually("Grantor"), for and in consideration of the sure of TEN AND NO1100 DOLLARS($10.00)cash,and other good and valuable consideration paid to Grantor by QUIKTRIP CORPORATION,an Oklahoma corporation,whose address is 4705 South 129th East Avenue,Tulsa, Oklahoma 74134,Attention:Real Estate Department("Grantee"),the receipt and sufficiency of which are hereby fully acknowledged and confessed;has GRANTED,SOLD and CONVEYED;and by these presents does hereby GRANT, SELL'and CONVEY, unto Grantee, certain real property in Tarrant County, Texas, being more particularly described in Exhibit "A" attached hereto and made apart hereof for all purposes,(the"Land"),TOGETHER WITH, all and singular,the rights, benefits,privileges,easements,hereditaments,appurtenances,buildings,other improvements and interests located thereon or in anywise appertaining thereto,including without limitation all of Grantor's interest in and to all oil,gas and other minerals located in,on or under the Land (said Land and all rights, benefits, privileges, easements, hereditaments, appurtenances, buildings, other improvements and interests being hereinafter referred to as the"Property'). For the same consideration recited above, Grantor hereby BARGAINS, SELLS AND TRANSFERS,without warranty,express or implied, all interest, if any, of Grantor in (i)strips or gores,if any, between the Land and abutting or immediately adjacent properties, and(ii)any land lying in or under the bed of any street,alley,road or right-of-way,opened or proposed,abutting or immediately adjacent to the Land. This conveyance is made and accepted subject to the matters shown in E$hibif -W'attached hereto and made a part hereof for all purposes("Permitted Exceptions"). Current ad valorem taxes on the Property have been prorated as of the date hereof between Grantor and Grantee. GENERAL WARRANTY DEED AFTER RECORDING,RETURN TO- QuikTrip Corporation 1120 North Industrial Boulevard Euless, Texas 76039 Fidelity National GF# (YEL Attention: Director of Real Estate QT 1886 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. GENERAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL LIEN BY THESE PRESENTS: COUNTY OF TARRANT § Effective Date: February 15,2018 ARMANDO LOPEZ, individually("Grantor"),for and in consideration of the sum of TEN AND NO/100 DOLLARS($10.00)cash,and other good and valuable consideration paid to Grantor by QUIKTRIP CORPORATION,an Oklahoma corporation,whose address is 4705 South 129th East Avenue,Tulsa, Oklahoma 74134,Attention:Real Estate Department("Grantee"),the receipt and sufficiency of which are hereby fully acknowledged and confessed,has GRANTED,SOLD and CONVEYED, and by these presents does hereby GRANT, SELL and CONVEY, unto Grantee, certain real property in Tarrant County, Texas, being more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes,(the"Land'),TOGETHER WITH,all and singular,the rights,benefits,privileges, easements,hereditaments,appurtenances,buildings,other improvements and interests located thereon or in anywise appertaining thereto, including without limitation all of Grantor's interest in and to all oil,gas and other minerals located in,on or under the Land (said Land and all rights, benefits, privileges, easements, hereditaments, appurtenances, buildings, other improvements and interests being hereinafter referred to as the"Property'). For the same consideration recited above, Grantor hereby BARGAINS, SELLS AND TRANSFERS, without warranty, express or implied, all interest, if any, of Grantor in(i)strips or gores,if any,between the Land and abutting or immediately adjacent properties, and(ii)any land lying in or under the bed of any street,alley,road or right-of-way,opened or proposed,abutting or immediately adjacent to the Land. This conveyance is made and accepted subject to the matters shown in Exhibit"B"attached hereto and made a part hereof for all purposes("Permitted Exceptions'). Current ad valorem taxes on the Property have been prorated as of the date hereof between Grantor and Grantee. GENERAL WARRANTY DEED I TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee,its successors and assigns forever; and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND all and singular the Property unto the said Grantee,and Grantee's successors and assigns,against every person whomsoever claiming or to claim the same or any part thereof, except as to the Permitted Exceptions. [Signatures appear on next page.] GENERAL.WARRANTY DEED 2 THIS GENERAL WARRANTY DEED IS EXECUTED as of the Effective Date. GRANTOR: a.AnnandoLdividually STATE OF TEXAS } COUNTY OF I a rrd- 2 This instrument was acknowledged before me on kb traiy /3, 2018, by Armando Lopez, individually. � AY PVg` - MELISSA HINZ HUFFMAN My Commission Expires of public, S e of Texas September 3,201 BJ �}' r*Ea`h` IVY commission expires: GENERAL WARRANT'DFEll 3 EXHIBIT"A" Description of the Land BEING a tract of land located in the City of Fort Worth,Tarrant County,Texas,part of the Lewis G. Tinsley Survey,Abstract No. 1523,being all of Lot 1,Block 6,Jones Court,an addition to the City of Fort Worth according to the plat thereof as recorded in Volume 388-1), Page 383,Plat Records, Tarrant County,Texas. GENERAL WARRANTY DEED 4 EXHIBIT "B" Permitted Exceptions 1. Shortages in Area. 2. Standby Fees, taxes and assessments by any taxing authority for the year 2018 and subsequent years;and subsequent taxes and assessments for prior years due a change in land usage or ownership;but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13,Texas Tax Code,or because of improvements not assessed for a previous tax year. 3. A building set-back line, as disclosed by Plat Recording No.: Volume 388-D,Page 383,Plat Records, Tarrant County, Texas Affects: 25 foot—(North)and 10 foot—(West) 4. Easement(s)for the purpose(s)shown below and rights incidental thereto as delineated or as offered for dedication,on the map of said tract/plat: Purpose: 5 foot utility easement .Affects: South Recording No.: Volume 388-D, Page 383, Plat Records,Tarrant County, Texas 5. Lease for coal,lignite,oil,gas or other minerals,together with rights incident thereto,dated July 12, 2006, by and between Armando Lopez and wife, Edna Lopez, as Lessor, and Dale Resources,L.L.C.,as Lessee,recorded August 15,2006 under Clerk's File No.D206252250 of the Official Records of Tarrant County, Texas. 6. Lease for coal,lignite,oil,gas or other minerals,together with rights incident thereto,dated September 13, 2011, by and between Armando Lopez and wife, Edna Lopez, as Lessor, and Chesapeake Exploration, L.L.C., as Lessee,recorded September 16, 2011 under Clerk's File No. D211225749 of the Official Records of Tarrant County,Texas. 7. Interest in and to all coal,lignite,oil,gas and other minerals,and all rights incident thereto, contained in instrument dated September 24,2015, recorded October 13, 2015 under Clerk's File No. D215232514 of the Official Records of Tarrant County,Texas. GENERAL WARRANTY DEED 5 Page 1 of 4 D218188904 8123/2018 4:21 PM PGS 4 Fee: $28.00 Submitter: CSC ERECORDI[NO SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records � Mary LouiseGarcia SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § That 3701 Airport Freeway,L.L.C., a Texas limited liability company ("Grantor"),for and in consideration of the sum of Ten Dollars($10.00) and other valuable consideration paid to Grantor by QuikTrip Corporation, an Oklahoma corporation ("Grantee"), whose mailing address is 4705 S. 1291h E. Ave., Tulsa, Oklahoma 74134-7008, the receipt of which is hereby acknowledged,has GRANTED, SOLD AND CONVEYED,and by these presents does GRANT, SELL AND CONVEY unto Grantee, the surface estate only of that certain tract of real property situated in Tarrant County, Texas, described in Exhibit "A" attached hereto and incorporated herein by reference (the "Land"), together with all improvements and fixtures thereon and all rights,interests and appurtenances appertaining solely to the Land(collectively,the"Property"). Grantor hereby RESERVES all of Grantor's right, title acid interest in and to the oil, gas and other minerals that are in, on and under and that may be produced from the Property (all of which interests are excluded from the definition of"Property"above);provided,however, Grantor shatl not have the right of ingress and egress over the surface of the Property for alining,drilling, exploring,operating,and developing such oil, gas and other minerals. Notwithstanding anything to the contrary,nothing herein shalt be construed as preventing Grantor from exploring for,developing or producing such oil,gas and other minerals by pooling, by directional or horizontal drilling under the Property from well sites located on tracts other than the Property, or by any other method that does not require ingress and egress over the surface of the Property; provided, however, that any well bore or other equipment that enters the subsurface of the Property shall be at a depth of not less than five hundred(500)feet below the surface of the Property. This conveyance is made by Grantor and accepted by Grantee subject to all easements, restrictions, rights, reservations, encumbrances and other matters described in Exhibit "B" attached hereto and incorporated herein by reference(collectively,the"Permitted Exceptions"). TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and subject to the Permitted Exceptions, Grantor does hereby bind itself and its successors and assigns to warrant and forever defend, all and singular,the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any part thereof, by, through or under Grantor, but not otherwise, subject only to the Permitted Exceptions. 1 Ad valorem taxes for calendar year 2018 having been prorated at Closing, Grantee assumes payment of same for periods following the Effective Date, subject to the terms of that certain Contract for Purchase of Real Estate dated August 3,2017 between Grantor and Grantee. EXECUTED to be effective as of the 23`d day of August,2018 ("Effective Date"). GRANTOR: 3701 Airport eeway,L.L.C., a Texas limited 7 bility comp By�7ames Lye as, M nagin em er V STATE OF TEXAS § COUNTY ORAfA IX § This instrument was acknowledged before me on theo2�day of d. ,t , 2018, by James Lucas, as Managing Member of 3701 Airport Freeway, L.L.C.,a Tex limited liability company,on behalf of said limited liability company. QI-C�Itj Ott& `��p�11Wilt /ir N ublie, State of rr P c..rr'% Printed Name: j 10(ll QE- s :fie s My comnussion ex Tres: -3 -20zo �HIfltii1111��" 2 EXHIBIT "A"TO DEED Property Description BEING a tract of land located in the city of Fort Worth, Tarrant County, Texas, part of the Lewis G. Tinsley Survey,Abstract No. 1523,being all of Lot 1,Block 1,Otto Kurtz Addition,an addition to the City of Fort Worth according to the plat thereof as recorded in Volume 388-54, Page 35,Plat Records,Tarrant County,Texas. 3 EXHIBIT "B"TO DEED Permitted Exceptions 1. Standby fees, taxes, and assessments by any taxing authority for the year 2018 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership. 2. Restrictive covenants recorded in Volume 388-54, Page 35, Plat Records, Tarrant County, Texas. 3. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the real property records of Tarrant County. 4. Easements and/or Building Lines as set out on Plat Map recorded in Volume 388-54, Page 35, Plat Records, Tarrant County,Texas: 5' Utility Easement along the North property line 20'x 20' Corner Easement at the Southwestcorner 5. Matters contained in thatcertain document: Entitled: Agreement and Easement for Underground Service Lateral Dated: March 12, 1979 Executed by: Texas Electric Service Company and Albert A.Taub Recording Date: June 13, 1979 Recording No: Volume 6752,Page 1856,Real Property Records,Tarrant County,Texas 6. Lease for coal, lignite,oil,gas or other minerals, together with rights incident thereto, dated July 2, 2007, by and between 3701 Airport Freeway, LLC, a Texas limited liability company, as Lessor,and Dale Property Services, LLC, as Lessee,recorded July 6,2007 under Clerk's File No. D207235558 of the Official Records of Tarrant County,Texas. 7. Interest in and to oil, gas and other minerals and/or royalties, bonuses, rentals and all other rights relating thereto as set forth in the document: Recording No.: D2 1 1 020447 Which document contains the following language: All of Grantor's right, title and interest, in and to all of the oil, gas and other minerals to and under and that may be produced from the property. 8. Any rights, interests,or claims which may exist or arise by reason of the following matters disclosed by survey, Job No.: 15149151 Dated: July 20,2017 Prepared by: SC1 Survey Consultants,Inc. Matters shown: Concrete Block Screening Wall and Steel Pipe Guardrail encroaching into the 5'Utility Easement along the North propertyline. 4