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HomeMy WebLinkAboutContract 40930`\JIifiNL;ECRETARY CONTRACT NO, ENCROACHMENT AGREEMENT STATE OF TEXAS COUNTY OF WARRANT § THIS AGRIFFMENT 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 Planning and Development Department Director, hereinafter referred to as the "City", and FW River Fjaza, L.P. acting herein by and through its duly authorized General Partners TRP Genpar, L.L.C. hereinafter referred to as "Grantee", Owner of the property located at West Bend -Lot 3R B1 k 1 RivCL Hata Complex Addition ("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/or allow to remain, Improvement(s) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, OFFICIAL RECORD CITY SECRETARY Et WORTH, TX 10 P03:35 IN sidewalks and other public rights -of -way, such Improvement(s) are described as follows: 1) Building B East patio encroachment into existing water easements 2) Building B West patio encroachment into existing South University Blvd. Right -of -Way & 10' TU electic easement 3) Parking lot light pole encroachment into existing South University Blvd. Right -of -Way adjacent to existing "Paved Parking Area" encroachment recorded in TCCFNO. D208187461. The location and description of said Improvement and the encroachment is more particularly described in Exhibit "A" attached hereto, incorporated herein and `thru Exhibit "I". 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". thru Exhibit 4. Grantee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such e ncroachment use and occupancy, including the securing of approval and consent from the utility companies and the appropriate 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, 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 such e ncroachment 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. 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 u nderstands 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 Two Hundred Seventy Five Dollars ($ 275.00 ). 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. 8. 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 costs expended by the City to remove such Improvement. 4 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 of overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 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. 5 11. Grantee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Improvement, encroachment and uses. 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, 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 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 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 6 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 P ERSONS, 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, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, S UBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR S UCH 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. 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 "A". The amounts of such insurance shall be not Tess than the following: $1,000,000 Commercial General Liability 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. Such insurance policy shall provide that it cannot be canceled or amended without at least ten (10) days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as 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 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 Consent 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 17. 8 In any action brought by the City for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorney's fees. 18. 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. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. This Agreement shall be binding upon the parties hereto, their successors and assigns. 9 EXECUTED this I tit\ day of() QOSA? , 20)0 . City City of Fort Worth B Suss, irector ATTEST: 4" City Secre y FW River Plaza, L.P. / r ifil/Zit-J By: Trademark River Plaza, L. P. Its: General Partner y, n A0000000r By: TRP Genpar, L.L.C. Its: Genera P : rtne By: Name: Title: \TV (�,r•�.��' Approved As To Form And Legality Assist n�ity Attorney • yy/ -_,ram T z - -• NO M&C REQUIRED OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX 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 Susan Alanis, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of !� @ - , 20 (C. 11 CciN. \naAo." Notary Public in and for tna State of Texas 101 R. G. NAREZ :: ` : Notary Public, State of Texas as ,�;• My Commission Expires %',;�of ;0r•'� September 10, 2013 — STATE OF TEXAS § COUNTY OF TARRANT ME,the undersigned authority, a Notary Public in and for the BEFORE State of texas, on this day personally appeared Iqr vittiu person to me to be the 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 hiltuikt9 stated. and in the capacity therein MA GIVEN UNDER MYHAND AND SEAL OF OFFICE this i1� , 20 �c; .- .y,,,.. J,�..__�.._ .1•••:Ir., T . _ _ . ``���O�pt1 Y ? U '�. SCHUYLER SMITH WIEGAND ?z� Notary Public, State of Texas ,p�. ,��, M Commission Expires gig ii‘‘NN February 28, 2014 iteke) " `Notary Pubic in and for th State of Texas day of PROPERT LINE DATA LINE J DIRECTION LENGTH LT • r 8.48 L3/ -�i;- L5 S2620.41"v( 43.43 L6 14.04 52.02 77.36 16.50 LB 1 '..• 50.00 L9 50.00 L1(1 22.45 367.18 LII L12 L13 NOT USED L1d NOT USED L1S NOT USI:LJ L10 S. • 'y 33.60 L10 L213 L21 L22 L2 1 N24'40'00'E 00 50.00 50.00 24.98 14.00 11.70 / // /// / // / 7 / , ALL OIMLIr; IOTD.It(1'AfN ARc TO FACE of CURD LY,iEaO OTHLRWt NOTED / / / // / / / ZONING 0 INrENoNE COMMERCIAL 9JDL Z:01, P.11.T.Ctr.�L� _. 17 TLSCO, MIT C:A4T. VOL. 7034. PG.COI XI/ 044 e/ FS's Iw IA514• 1 I •••..nCC:L CO.,Val.0705. 1 \ ct LOT 3-•A-1-AR, °LOGY. 1 RNCR PLAZA COMPLEX CADINCT 0. DUDE 1107, P.R.T.C.7. ZONING G 1 1'CNOIVE COMMERCIAL ^4'utTuwrr P4 Cr 4.ut.ACLYSO is A3 RAMP LJP TO PARKING JO' [[li[INA NCY ACCT yi J4 U1tUTY WIT„ CAD. A. WOE 310. P.R.I.C.T. i EXISTING WELLS FARGO BANK 1 9T0RY CIFS C OEKICA ) ylV ZONING G INTEN3NC COMM RCJAL F0 LOTI3-A-4R2, °LOCK 1 RIVER PLAZA COMPLEX CA01NET A, DUDE 2504, P.R.T. T. , Z•NINO G CXt0TING TRAFFIC OIC.NAL iJw Yr T[ •xrul t ryGENCY ACCIT.S4 3! IJ1. Y0. OVERLAP INTO 11.0.W./ \\� Npc,f°014 4 poc fl` < E/s Jy 10' CA^.AACNT TO TU CLC.CTRIC CD, VOL. 0704 PC. 370. DJ4.T.C.T, •o' LOt•IING A-5 Dire FAMILY c`F 360-131, P0. a' P.A. .C'.T. OK ` QOr �1y 10' X 20' CA4.000NT i - R.O.W, TO TU TIECTRIO GJ. VOL. 9794. PC. 2374, - 0JLT•C.T. \ ` • he D MI DINGp LI1N�Ol� WI„ elOr "'4 11 k \ PJI.Y.C. T. IJ , PCi D, mil• \ � '. G�J EXISTING BUILDING F ,. 1 STOAT MASONRY Lx11.RIO0 I '. RESTAURANT 20' HEIGHT SOUTH UNIVERSITY DRIVE (VARIABLE 1MDTN RIGHT-OF-WAY) "4 ZONING I UGITT INDUSTRIAL Fip 1 N141� J 40' y11L 1 UNAlt1ACL FAILC9UT, KP�.11U0-IJi, bb.. C � •Ct KEY NOTES 0 0 0 0 0 0 HLTNNING WALL HANDICAP RAMP VAIN HANDRAILS PCDCSIRIAH CROSSWALK LANDSCAPING RARRICR FR0 HANDICAP RAUH PCDCSITAAN :AOCWAU< FIRC HYDRANT N01L3: 1. ALI. IMIU0flE74;, G4CA/IID LCN.L COJIPULNr AND IOMAN° DON 0A7L MALL IA: 5CJ4CINm 1A(14 PJIILIC k11011 OP NAY, L'XCLYT FOP PARKIN° GANAG, FACADE, ALL SIGNS WILL rcUOW f7JRAENT t\ ZONING RCOJtfTCuLN13. c.T.r9,1„ b/114, ra. S 0, 6.LT.0 �^4..6'UUCYULIru C(IICv J00-1J1Y J C , P.R.T.C.T. 241' CUCROCNC.T ACCL3O,LI IUTY 4 DRAINAGE CUT VOL. 3110-131 P, PJ7.T.C.1'PO. C.,. IRK YAIU nc ZONING G 1NTEN31VE COMMERCIAL PROP09ED RIVER RUN RECONSTRUCTION tO' IIJTL_. 4 ORA711.0C P0. G. PJN.07131' L" PROPOSED TRAFFIC SIGNAL cvr r�,tywr � � Ii BUILDING DATA Ate 11�06 0 20 40 00 100 CCLLINSWCRTF1 ST tf/� �\VF31 h 171 w ROSEDALE SUBJECT 5T PROPERTY (UAPSCO CRIO 70N) 4n W RCRPY ST 1 LOCATION MAP 14.T,S LANDSCAPE DATA LANDSCAPE: LANDSCAPE REQUIRED (10% OF NETARLA) LANDSCAPE PROVIDED ORIGINAL 18.900 50. FT. 20,000 00. FT. REVISION 111 REVISION d2 03-20.08 00.16-08 REVISION u3 04.05-10 BUILDING B (1 FLOOR) RETAIL OR RESTAURANT - 0,10S5 FLOOR AREA: 5,200 SO. FT. I 0,300 3Q. FT. BUILDING C (7 FLOORS) RELUL OR REGTAURANT-C'NOSS FLOOR AREA: 41.000 SQ. FT. 42.1144 SO. FT. PARKING GARAGE - CROSS II '30R AREA: 142,392 SQ. FT. 24B4O5t1 SQ. F I. TOTAL: 204,272 GQ. FT. 291,700 S0. FT. BUILDING D (EXISTING) (11 FLOORS) RETAIL OR RC.iTAURANT • G 300E FLOOR ARCA: 0.070 50. F7. 0.070 GO. FT. 0.070 30. FT. 0,070 S0. FT. OFFICE - GROSS FLOOR ARLA. 127,050 SQ. FT. 127,050 SO. FT. 127,050 S0. FT. 127,050 00. FT. TOTAL: 136,020 S0. F7. 136.029 S0. FT. 138,020 S0. FT. 138,020 SO. FT. BUILDING E (4 FLOORS) RETAIL OR RESTAURANT - GROSS FLOOR ,AREA: OFFICE - GROSS FLOOR AREA: 0,000 SO. FT. 29.080 SO. FT. TOTAL: 39,040 SO. FT. 5,200 60. FT. 6,200 SQ. FT. I 42,044 SO. FT. 42.044 SQ. FT. 240,050 SQ. FT, 240,050 SQ, FT, 201,700 SQ. FT. 201,700 00. F7. 0,080 80. FT. 11,142 S0. FT. 11,142 SO. FT. 20,080 SO. FT. 33,015 S0. FT. 33,615 S0. FT. 30,040 50 FT. 44,707 50. FT. 44.757 S0. FT. BUILDING F (EXISTING) (1 FLOOR) RESTAURANT - GRDGS FLOOR AREA: G,000 EA. FT. I c,000 00. FT, 0,600 SQ. FT. 8,000 G0. FT. BUILDING G (5 FLOORS) RETAIL OR RESTAURANT - GROSS FLOOR AREA: 13,940 50. FT. RESTAURANT - DROSS FLOOR AREA: 17,1c0 SQ. FT. HOTEL (1-2 FL). CROSS FLOOR AREA 20,530 GO. FT. HOTEL (3-6 FL)- GROSS FLOOR AREA: 70,680 SO. FT. TOTAL: 131000 GO. FT. GRAND TOTAL: 603132 SQ. FT. LOT 3-A-3, OLOCX 1 RIVER PLAZA COMI'LSX VOLUME 300-131, PAGE 5, P.R.T.C.T. " ,/ 13,940 50 FT. 17,150 SO. FT. 20.030 00. FT 70,000 S0. FT. 131.600 SO. FT. 010.900 50. FT REVISION M1 13,940 9Q. FT. 17,150 SQ. FT. 20,530 SO. FT. 70.000 60. FT. 131.000 90. FT. 13,040 3Q. FT, 17.180 SQ. FT. 20.530 SO. FT. 70,000 SO. FT. 131.000 30. FT. 015,077 SQ. FT. / 010.977 S0. FT. NCREA3E" 7,478 90.FT. • 1.231% REVISION It? INCREASE. 4,017 90.FT.-0.81611 REVISION 03 INCREASE' 100 00.FT.-0.0002% TOTAL I. AND AREA = 6.75 ACRES FOR PARKING CALCULATIONS SCE APPENDIX O. -PARKING PLANNERS STUDr ARCHITECT GIDEON TOAL 500 W 7111 STREET SUITE 1400 FORT WORTH, TEXAS 76102 PHONE: (817) 335.4001 FAX: (817)877.1861 CONTACT: MICHAEL BENNETT OWNER/DEVELOPER w Q L0 .9 r•4 111.1 aR. 0wico w z z(N,� tss z U) W 0 A0P4V:N(E0 ( e c'/•.)/ �• • 4N� �tt` t•:a�tr:•I�:1�1 $ 2S I` u:110 TRADEMARK PROPERTY COMPANY' 301 COMMERCE STREET SUITE 3(135 FORT WORTH, TEXAS 78102 PHONE: (817) 810-5319 FAX: (617) 810-5379 CONTACT: JIM REYNOLDS IR�EICTOR OF ^PLANNING & DEVE OP ENT 14.1\ YIAAIC qr�� DATE SHEET CIA SPACE MX Q ((.tea IMw O tV i P.tl IC ONTO ORkiNkt ElitIMENC ACCESS. 3S- R. ✓C b, ARCM RNC P ZA VOLUMER 3&O- 01. PAO P. 1000 DAMP/ SORT CNC Ll 451. WC CAO UTIA In PLROJC IPA. .C.T. MANIM LLD It> ATI GRAPHIC SCALE IN FEET O 20 40 00 60 SCALE: 1• 40' • LEGEND • CA• PPED Str MOB /107 FOUND SWAPO IPARTMAKMERS* UNLESS ODOWISE SPOON DOMES UM 100411FIED IN OM MU COMES CURVE MENIVIE0 CURVE IMO PO• I ROOMS. TAMILMI CAONET LAMONT U NLItc 101 EAMADIT TO to N I L%C (WI L ITECIIM. T.C.T. PO.3t•.o T� N01VT00•E 1 C.T.ALI HO tlY IP, P,TI NCT ACCESS A PIXIE/ � m&Pe.• ;a'=rl LOT Sr:, BLOCK I RAER PLAZA c NI"-CY IOLC41" J85-I3l, PAC£; RT.GI. ssi 367.18' 1 LJ unury wawa. an A. DADE 9r1144 P.PM1rhA 1 MOPPED IeOAMnoa"aOV YR'°l' TIM PLATPC' ry LOT 3R BLOCK 1 6.752 ACRES (294.131 SQUARE FLED ter J-A-N!/. &ODA 1 RAO? PLAZA CONP[EY C,SATT A. SOX :.BSI. P.H.T.GI: • 1 al �`.N [MOM 'O 07113, CT 111000ICT ACCESS et LIMEY T ear PPS PI RfLIAD5E? OF LOT sr -I. BCCCA1 RAE4 PLAZA CCNPLEY ICLUN£ J^J-IJr, PACE' % P.Rrc.r. R451/LINDZYI Cr TBLCCK 1T1F? PLLATA I MUM!' 358-1Sr. PACE 5, PRT.CI: Cr tor IM, ItCCA' 1 RACR P4SA .112C7 C14Rf/' A $LOE J)P, PA.Y.G7: / CO, MICA COMA it Ct eq n RNA Rak"9a T"""/Anirucv (utnrsticy ACCESS • tin. Pt IRA/AMIALNT. CM. Ad COL wm B o. ro kFa / Nfry zt7?ye; DOPOIREE RL w:a L IER PLAZA COMv1U uuWCTYA..YOUTG 251341 MI MIX RAVI GB LOJ � No4yAftocic Opt to cue nR;.r PrarI h ,m um!OI I JSCo. c.. w•3 S - pe1.o> •a• RAT 3-A-I-AR. OMOCK 1 RNZR PLAZA3 CO LFA WET , UOE II87. EfLADOCOM CROUP / 1 5/e / COMPLEX/ PAGE 2. / / / :B / / � / T/ /.4.'/ /47,/.; / 4 / 44 / / I,S� j3 / RIVCR LAZA VO NE 3 / /ter/ / " 4 114 / / IG''„Nri4 / j5 Aw.e.der—>tti"Tt 4,1 • ryo 7PLAZA cuMFLROMOWDER OF LOT 3-A-1-A a CASING, OCNvFJt u, A, UPE 319. 0001(11 MOT 10,011/1, TX 70101 \ ADAM VUC! SURK-Y -RYLk BtlB I £LMCI-0CNT S HARPS SU P.R.T.C.T. 0.117011 L0r 1, BLOC( 1 RNF.R PLAZA PARK VOL I B-IOa, Pa B, P.R.TCT. EASEMENT ABANDONMENT _ DETAIL SHEET PLAT F1LED IN CABINET A • GENERAL NOTES • S ann tests. 1.116.4. 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It PRIVATE ccsmoN MICAS Nib VAC0.111“ - 01yeel NO Mirth ...ladd apposte“ P. Ow Iv.ARANwR a^$c. dddet MSS almthitill. ant 60104 I w 'ww .wwars Sadao bin" tIwpwnu I , ,W,.,I �. II•w.,w,..I..A..w./-.a../ Wales w. I..,, M• OW a bid atoms amaclalebt Pr auto sews w. m.°. e. Po sistanily 0▪ 4 Seisma Mg i I Ss, 110 Rs w U' oalccallany boob. PPP Imp t PPP PI GAY ceer POMO Or exam Aptema Lem et M. wroth t co to OM me atm Po of w•°uee u. r..,...tpas w a wpw �vI'n'r w.+r. • • • CORRECTION PLAT LOT 3R, BLOCK 1 RIVER PLAZA COMPLEX AN ADOI11ON TO THE CITY OF FORT WOR1H. TARRANT COUNTY. TFYAC ET EISERT 5 HARMS SURVEY, ABSTRACT NO. 665 AND THE ADAII VOOT SURVEY, ABSTRACT NO. 1555. TARRANT COUNTY. 1ENAS. BERM A CORRECN ANETBLOCKt. %RIVEN PLAZA PLEK, PUT RECORDS TNOW T COUNTY, 1EKAS7 Ladd ONNER,APPIJCANT/OEVELOPER: FW RIVER PLAZA LP. 301 COWtRQ STREET. SUITES COMPANYre 355 FORT WORW. TEXAS 76102 (317) 310-5300 CONTACT JW RETNOLD.S. It114�I SLIDE IIi1I14 PRTC.T. DATE 1 LOT — 6.752 ACRES CITY CASE ME NO. FS-003-010 SURVEYOR: BURY ♦ PARTNERS-OFW. INC. 5310 HARVEST Noy SUITE 100 DALLAS. MICAS 75230 CONTACT: DAV1O 4 OE MOT. R.Pli �30•� SHEET 2OF3 BPI NO. 30411-06 STATE OF TEXAS COUNTY OF TARRANT 8 WBOFAS, FW RIVER PLAZA, LA., Iv the vole Donor of a la, tract or parcel fad of land lamina Vogt Sunray, Abstract No. 1505. v�City of Ford Won TonantdtheAdorn County, Inc., dad Laing mono particularly described ow Mom BONG the rumainder of Lole 3-A-1 and 3-A-4, ond all of Lot 3-A-2, Block 1, Maar Pam Complex. on addition to the City r of Fort WorTama.Tortoni County. lua, according to a la( Ilad card In Volume 308-131, Page 5. Plat Record., Tarrant County. Tama(P.R.1.C.T.). and tang the remainder of Lot 3-A-1-A, Block 1, Riyver Plaza emoted a record addition to the t A, °lidee 310, P.R.T,C.T.. Land beingTall o1 Lot J A-4R1. Chef Fort Block I. River Plaza Comae; on addition to the City all Fort InWarth, Tanont County. Texas, according to me plot aed f rotor Cabinet A, Slide 2584, P.R,T.C.T., and being a some property daacrIbed 4i the deeds to fW River PI n a for e County Oak's FYnNov. D208072150. D208072151, and D20072192. Dead Records, Tarrant County (D,R.LC 1.), Texac' ma being more particulwiy described by mates and bower as lama: BEQNNNC at a 1/2 Inch Ira rod found with a cop 'tamped'Horl on' on the East riga-of-way Inc el South Unmanly DDrive (a variable width • right-of-way). maid Iron rod being the Southwest a 1 o pond Lot 3 -A-f 4R1• and he Northwest m or tot 3-A-3, 81 ck 1. o void River Plaza Camphor Ned for record In volume 308-131. Pogo 5, THENCE clang In. East right -al -way Irma of said South Univermly Drive as ws: North OF DT 00' tan (Bale al Bearings), a distance of 36228 leaf, la a 1/1 Inch von rod found with o cap stamped Yppersa; North 12' 00' 00' Eael. a dlelmrco of 2245 bet, to on 1/2 ,ach Ion rod found .Ith a cop stomped 'Epperson': North ❑' 42' 00' Test, a distance of 50.00 feat. toe t/2 Inch iron rad found with a cap stamped'Eppere°a: North 15' 15' 00' Eat, a distance of 50.00 that. to a 1/2 Inch Iran rod found: North I6' 50' OD' Tut. o otstanct of 16,50 feet, toe 8/6 inch iron othwoot cfound mer with ot the oforama,,tonedr Lot 3-A-4R1t the . end being the Soutnweet coma of Lot 3-A-4R2, Block 1, paid River Plaza complex filed for record N Cabnat A. Bitch 2584. P.R.T.C.T.: THENCE South 65' 37' 52' East. departing the Emit right-of-way lino of cod South University Drive, and along the'd Lot 3-A-4RI o tar 3-A-4R1, o dmnc° of 123E91. e 1/2 as for no with o cop atampad 'Noah' at the Northeast con of odd Lot 3-A-4R1 and the Southeost comer of cab lot 3-A- 4R2.O and Lung on the W.el lime of the aforemantIomw Lot 3A-4, THENCE North 24' 22' Cr EoM, along the comma One of said Lot 3-A-4N2 ond and Lot J-A-4, o dletonce of 02.25 feet. to a 1/2 Inch Iron ranI ound with a cap stamped 'RPLS 1055' t th South e caner of Lad 3-A- -AR, Puck 1. River Rua Complex, en addition to the City of Fort Worth. Tananl County. Taos, according to the plat flied for record In Cabinet B. Slide 1187. .R.T.C,T., THENCE South ON 52' 18" Coat, departing the Coot lino at void Lot 3-A-4R2, ond a an9 the South lino said Lot 3-A-1-At a diet of 07.37 foal. la5/0 inch Iron rod found for the Southea°1 earner of aald Lot 3-A-1 oAe, THENCE South 24' OS' PO' West. along the Ceol lino of said id River Plaza a Balance al 535.77 feel, to a 5/0 Inch Iran rod found with a cap stamped 'bury+PorNeri . ul the 5outhooat comer of add Lot 3-A-2. and the Norteosl corner of the aforementioned Lot 3-A-3: THENCE North 65' 52' 00' Waal. along the c nd Lot 3-A-2 aid told lot 3-A-3, a ce o 412.0nfo et 1/2 ;nth l Iron rag at the m NorlheAy c of void Lot 3-A-3, ond being thebeginning of a non -tangent curve to the right hang a radius of 120.12 feet. THENCE along w arm to lht NOR. clong then line al sad Lot 3-A-3 and M1 caforenmentioned Lot 3-A-WI, an In o • athwe arty a action, through o f 24• arc are of 51.09 la thole a long chord bears South NY 46' 12t West. a chords Jonah of 51.50 fool. to which n PoWT OF IIEQNwNO O computed area d of 0752 (294,131 aq are bego a mare. NOW. THEREFORE KNOW ALL MEN BY THEE PRESENTS: RAT. FYI NAM %AEA LP.. by and through th. undersigned. Its duly autaoholzodve ed aunt. do. herobdo adopt Ihis plat tipp a111tn g a herein y as LOT 311. BLOCK 1. MYER MIA COMPLEX. on dedicaten to lhe thCity rlghta Fa.oy andorth, Tarrant semal�ts shornhymendto°Ina public's use forever, uniuw otn rriae noted. Any public ullllty including the Oty of Fat Worth, that havethemncht to and k.ap moved l or part of any which In fantodtre a, ahrubn, otherer or growths ere alth or Improvements maintenanceyor elflciency of Its respective eye of° the e°uunntshown on the plat: and any public °flllyt Including the City of Fort on Wod Worth. shall nave the ight el oil times oflooms ond °mom • o.trvolon. Inspection, n` patrollinµ nts for the malntontiand lading Fto of °anc°onving dl or port ofopectIve eve without the ace Ity at any . of procuring the cr laeton of a. the eelcun9 creak, this • r°rn°dollbn, or rremain°unobstrutravailing a limas anatass d Oil be wiles of themaintained radlvldual laowners ad)oc.nt to, by .ayo.l Trio City of°Fat letsde willof be by ,.apa'mh. far moinlanan, drama contra, anon/wo mda ol1 aid dralnothat rnu. Properly ownoe shoo ke.p Ole ad)uc°nl sr m°gewan caning that acliw proportion doom and fite of debris, a City • substancesWhig would re uanlpose oondtia and the City .hall hamok right ofentry ton ors. The 01 inspecting the dint°anon work by the roperty owner.. One dro,bbcwaya or • cy asubject to storm watts overflow ad/or bank erosion that cannot nol be the City of Fort Worth shaltshaltnot be Olen. for ony ameae r any stg from One occurrence 01 them phenomena, her the failure of any lotto m(s) .ill* the ,„ Inogcwo a Th Inoglne lot Is taloned within flood, pioln saaamenl line au ono.^ on the plat WITNESS YY NAND THIS '4�� day of FW MYER PLAZA I.P. a Taco limited partnershb' Br. ITRRADDIARl( RIVER PLAZA. LP. ItoRd Gneral Partner By GeneralalllPor%norr By. Printed Nana af1taiTylefol nu° SR ✓IO )4100.4ae.r SACS 2008. STALE Cf TEXAS 8 COUNTY OF TARRANT B BEFORE NE, the underdgrted authority. on Par ono Paraxial). e opp n� oahedseknown d iaegoi gb0ln the tu e,°Otnd ore dame la n°wwlledgatl o me e that°th y executed the am or the `arrpoo and ideralla a.preesed d In the capacity (hereto stated. MEN 10ER MT RAND AND SEA. OF CFTICE on 1 U, ��Jey • �4£eA/E 2000 nd Notary PuPublicm Ira the 1 of ems karlidae SURWYOR'S CERTIFICATE Oared J. De Wardl, a Reolmered Profaalonel Lond Surveyor In the State of Taos. de hoaby certify that 1 hove prapund thte plat from on an One ground survey and the to Morn hereon ware found ond/Or shall be placed undo my rape:ratan altar substatla completion of n uture construction acBdllw, cc dance with the plotting Mao d reguialans of the City Plan Cornmbbia of Om City of Fort Worth, Taxed Surveyed on the ground In the month Decembur, 2007. (QaALI a GIafr* Du'd J. DeIWalydt. P.P.LS. Stole o Tome Roglutrall n No. 5000 they + Partners-DFW, In 5310 H .veal Hill Rood, trite 100 Darted Texas 75230 (e22) 991-Ou11 11/1010s O e I (. PLAT PLED IN CABINET A CORRECTION PLAT LOT 3R, BLOCK 1 RIVER PLAZA COMPLEX AN ADDITION TO 1HE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS ETTEIBERT S. HAMS SAME ABSTRACT NO. 000 AND THE AOAM ,OCT SJRYEY. ABSTRACT Na I5B5, TARRANT CIXNTY. TEXAS BEND A CORRECTa4 OF LOT JA BLOCK I. MYER PLAZA COUPLE( AS RECOROEO IN CABINET A SLIDES 1275442 5C PLAT RECORDS TARRANT CWMTT. TEXAS' 1 LOT — 8.752 ACRES din 1t 24e1 tltt CASE FRE NO. FS-000-010 OMNER/APPOCAHT/OEKLOPER SUMTER: FW ROAM PLAZA LP °o/o TRADEMARK PROPETW CO1IPANY caWv STREET. SUITE 3535 FORT WMT14. TEXAS 70102 (MT) 810-8300 CONTACT: AU REYNOLDS VLSI/ IL'115 BURY + PARTNERS -DPW, we 5310 HARKST HIA, SATE 100 DALW. TEXAS 75230 Pit (972) 991-0011 CONTACT: BAWD 1 DE MOOT. EP.LS. SHEET 3 OF 3 SLIDE I1 UII , P.R.T.C.T. DATE: BPI NO. 30411-06 • NORTH GRAPHIC SCALE IN FEET 0 5 10 SCALE: 1 "=10' 15 EX. METER BOX EX. PARKING LOT WATER EASEMENT LOT 3R, BLOCK 1 RIVE R DLA/A COVHLLX ADDIT 0\ EX METER BOX p Bury+Partners ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+Partners—DFWP, Inc.©Copyright 2008 Texas Registration IF-1048 PROJECT NO. 30595-01 EXHIBIT "Br EXISTING CONDITIONS WATER EASEMENT ENCROACHMENT v T RADEMA RK P ROPE RTY COMPANY PROJECT: WEST BEND FILE: F\30595-01 \CADD\EXHIBITS\ZENCROACH EXH.dwg DATE: 05/18/10 C EX. GAS LI NORTH m v GRAPHIC SCALE IN FEET 10 20 30 SCALE: 1 "= 20' bifto Eggft 0 EXISTING ROW ENCROACHMEN PER CITY SECRETARY CONTRACT #3707G e. COUNTY INSTRUMEN— # D208187461 • h Bury+Partners ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+Partners—DFW, Ine.©Copyright 2009 Texas Registration #F-1048 PROJECT NO. 30595-01 �# cn .1 // �pR�pER / TY 10 EASEMENT TO TU ELECTRIC CO., VOL. 9795, PG. 526, D.R.T.C.T. LOT 3P, 3LOCK 1 RIVER PLAZA COMPLEX ADDITION EXHIBIT "C" EXISTING CONDITIONS ELECTRIC EASEMENT & R 0 W ENCROACHMENT PROJECT• WEST BEND FILE: F\30595-01 \CADD\EXHIBITS\ZENCROACH EXH.dwg T RADEMA RK PROPERTY COMPANY DATE: 05/18/10 EX ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+Partners—DFIL Inc.©Copyright 2008 Texas Registration 1F-I048 PROJECT NO. 30595-01 NORTH PROP. GREASE TRAP GRAPHIC SCALE IN FEET 5 10 15 SCALE 1 "=10' PROP. TELEPHONE L01 3R, BLOCK 1 RIV-R DI A/A CO COV MFX A T10 SDI EX LIGHT POLE 1- : 0 0 Bury+Partners EXHIBIT °DT P ROPOSED CONDITIONS WATER EASEMENT ENCROACHMENT PROJECT• WEST BEND FILE: F\30595-01 \CADD\EXHIBITS\ZENCROACH EXH.dwg PROP SMH T RADEMA RK PROPERTY COMPANY DATE: 05/18/10 EX. GAS NORTH GRAPHIC SCALE IN FEET 10 20 SCALE: 1 "=20' 0 EX. SMH 30 IXISTING OW ENCROACHME.N- i ER CITY SECRETARY CONTRACT #3707/, COUNTY INSTRUMEN' # D208187461 i) Bury+Partners ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+Partners-DFW, Inc. ®Copyright 2008 Texas Registration IF-1048 PROJECT NO. 30595-01 C. PROPO SIDEW 0 PROP. TRANSFORMER CO CD PROP. GAS J CO 10 EASEMENT TO TU ELECTRIC CO., VOL. 9795, PG. 526, D.R.T.C.T. EXHIBIT "E" PROPOSED CONDITIONS ELECTRIC EASEMENT & R 0 W ENCROACHMENT PROJECT: WEST BEND FILE: F\30595-01 \CADD\EXHIBITS\ZENCROACH EXH.dwg c TRADEMARK PROPERTY COMPANY DATE: 05/18/10 rl o m o m co x _: gi mtL wl.-RUPCMt ARCnIECRAIAL PLAT'S FOR (, COALS i V 6CS LOC o xx CO � RIVER RUN (PPoVAIW STREET) •(COSTING , to.••• WI IC• MATCH EX. , :o!i!III 56Y 09S u. MATCH Ex GRACE NO / SAWfut LI_rs 5y9.48G w ' -J.. ._.gip.. La�M1- 35 ,R .D O PT F w• KN 2ii Ili do; BUILDING B FFE=560.2 SSA 1 CONSTRUCT GRAVITY STOVE RETARR4 TMLL SEE OEMA SNEEI C72 - 9.6TC- -SEE RETAUING PAMNG EDGE DETAIL 7.2 T -IT I\II`I] 1. • I iij II o Egg 'i/ -- ( 955/ /! �'FJ'r 54.71TC- DInvE 911 >it:" UtwVE--"* - 551.61 55S f' P k c may" /' t.igiv SOUARE CUT FOUND ON SOUTH END OF A CONCRETE HEADWALL LOCATED APPROX. 04' WEST OF THE TRINITY RIVER AT THE SOUTHEASTEASTCORNER OF 1701 RIVER RUN (11-STORY GLASS AND BRICK OFFICE BUILDING) BENCHMARK NO. 3 • 554.90 SOUARE CUT ON SOUTH ENO OF A CURB INLET ON THE EAST SIDE OF SOUTH UNIVERSITY DRIVE AND APPROXIMATELY 47 FEET SOUTH OF THE ENTRANCE TO SILVER FOk STEAK HOUSE 0 1651 SOUTH UNIVERSITY DRIVE LEGEND ' PROPOED CDNfQUR CRISIING CONTOUR • 605.2E PROPOSED OUJTCR CLCVRIN • 605.7TC PROPOSED TOP OF CURB ELEVATION 11137.57N PROPOSED TOP 0f WALL ELEVATOR 602.s6R PROPOSED B0110.. 0r WALL nEVAIION •_ . CdI MFiq_i'I F ' iJ Felltaa 1. THE CONTRACTOR SHALL BE RESPONSIBLE FOR MAINTAINING POSITIVE DRAINAGE AWAY FROM THE FOUNDATION OF ALL BUILDINGS AND STRUCTURES ANO SHALL NOT ALLOW WATER 10 POND NEAR THE BUILDING FOUNDATION EITHER DURING OR AFTER CONSTRUCTION, THE USE OF POSITIVE SLOPES OF THE GROUND AWAY FROM THE FOUNDATION ANO DITCHES OR SWALES SHALL BE PROVIDED TO CARRY RUNOFF WATER BOTH DURING AND AFTER CONSTRUCTION. 2. ALL SITE CLEARING & EARTHWORK SHALL BE PERFORMED IN ACCORDANCE WITH THE GEOTECHNICAL INVESTIGATION FOR THE PROJECT BY FUGRO CONSULTANTS, REPORT NO. 0707-1144. DATED 09-17-07 AND SUPPLEMENT NO. 1 DATED 01-07-06 COPIES OF THE REPORT ARE AVAILABLE FROM THE DEVELOPER 3. SITE PREPARATION AND FILL CONSTRUCTION: EXCAVATE THE SITE TO THE DESIRED GRADE BASED ON THE REQUIRED SOIL MODIFICATION AS PER THE OEOTECHNICAL REPORT SECTION TITLED RECOMMENDED SUBGRADE MODIFICATION' PRIOR TO PLACING ANY FILL MATERIAL. ANY EXISTING SURFACE VEGETATION. LOOSE SOIL, AND DEBRIS SHALL BE REMOVED. ALL EXPOSED SURFACES SHALL THEN BE SCARIFIED TO A DEPTH OF 8 INCHES. WATERED AS REQUIRED AND RECOMPACTED BETWEEN 95 AND 100 PERCENT OF THE MAXIMUM DRY DENSITY AS DEFINED BY ASTM D 698 (STANDARD PROCTOR TEST) AT A MOISTURE CONTENT +2 AND +6 PERCENTAGE POINTS ABOVE THE OPTIMUM. THE SUBGRADE NEED NOT BE SCARIFIED WHERE TAN LIMESTONE 15 EXPOSED THE SRE MAY BE FELLED WITH ON -SITE CLAYS OR THEIR EQUAL 10 THE BOTTOM OF THE SELECT FILL. THE TOP 8 INCHES OF THE NON-EXPANSNE SELECT FILL SHALL CONSIST OF AGGREGATE BASE COURSE. THE LOWER SELECT FILL MAY CONSIST OF CLAYEY SANDS HAVING A PLASTICITY INDEX BETWEEN 4 AND 15 PERCENT, 1HE MOISTURE CONDITIONED FILL MAY CONSIST OF ON -SITE CLAYS, EXCAVATED LIMESTONE, OR THEIR EQUAL HAVING A PLASTICITY INDEX OF 45 PERCENT OR LESS. FILL SOILS SHOULD BE FREE FROM DELETERIOUS MATTER. A DETAILED DESCRIPTION OF FILL SOILS AND SPECIFICATIONS FOR THEIR PLACEMENT AND COMPACTION AND SITE PREPARATION ARE PRESENTED IN THE GEOTECHNICAL REPORT SECTION TITLED 'RECOMMENDATIONS FOR THE PLACEMENT OF CONTROLLED EARTHWORK.' 4, BACKFILL FOR UTILITY LINES SHALL CONSIST OF ON -SITE MATERIAL. THEY SHALL BE COMPACTED IN ACCORDANCE WITH 1HE RECOMMENDATIONS PRESENTED IN THE GEOTECHNICAL REPORT SECTION TITLED 'RECOMMENDATIONS FOR THE PLACEMENT OF CONTROLLED EARTHWORK'. 5. ON -SITE CLAY SOILS CAN BE USED A5 FILL TO RAISE SITE GRADE FOR THE PAVEMENT AREAS. THE FILL SHALL BE PLACED IN B-INCH LOOSE LIFTS AND COMPACTED BETWEEN 95 ANO 100 PERCENT OF THE MAXIMUM STANDARD PROCTOR DRY DENSITY AT MOISTURE CONTENTS BETWEEN +2 AND +6 PERCENTAGE POINTS ABOVE OPTIMUM. 6. THE USE OF SAND AS A LEVELING COURSE BELOW PAVEMENT IN EXPANSIVE CLAY AREAS SHALL NOT BE ALLOWED. THE POROUS SOILS CAN ALLOW WATER INFLOW BETWEEN THE PAVEMENT AND SUBGRADE. CAUSING HEAVE AND STRENGTH L055 WITHIN THE SUBGRADE SOIL. 7. THE CEOTECHNICAL ENGINEER OR HIS REPRESENTATNE SHALL PERFORM FIELD DENSITY TESTS. DENSITY TESTS SHALL BE TAKEN IN THE COMPACTED MATERIAL BELOW THE DISTURBED SURFACE. AFTER EACH LAYER OF FILL IS PLACED AND COMPACTED, COMPACTION TESTS, AS NECESSARY. SHALL BE PERFORMED BY THE ENGINEER, IF THE MATERIALS FAIL TO MEET THE DENSITY SPECIFIED. THE COURSE SHALL DE REWORKED AS NECESSARY TO OBTAIN THE SPECIFIED DENSITY. FIELD DENSITY TESTS SHALL BE TAKEN AT THE RATE OF ONE TEST PER EACH 5.000 SOUARE FEET. PER UFI. IN 1HE AREA OF ALL COMPACTED FILLS. FILL MATERIALS SHALL BE PLACED IN 6-70 8-INCH LOOSE LIFTS. FIELD DENSITY TESTS SHALL BE TAKEN AT THE RATE OF ONE TEST PER EACH 5,000 SOUARE FEET, PER UFT, FOR ALL COMPACTED FILLS. A MINIMUM OF TWO DENSITY TESTS SHALL BE TAKEN ON EACH LIFT REGARDLESS Of 512E EACH LIFT SHALL BE COMPACTED. TESTED. AND APPROVED BEFORE ANOTHER LIFT IS ADDED, THE ACTUAL OUALITY OF THE FILL. AS COMPACTED. SHALL BE THE RESPONSIBILITY OF THE CONTRACTOR AND SATISFACTORY RESULTS FROM THE 'TESTS SHALL NO BE CONSIDERED AS A GUARANTEE OF THE OUALITY OF INC CONTRACTOR'S FILL OPERATIONS. FOR AREAS WHERE HAND TAMPING IS REQUIRED, THE TESTING FREQUENCY SHALL BE INCREASED TO APPROXIMATELY ONE TEST, PER LIFT, PER 100 LINEAR FEET OF AREA. BENOo AThc N0. 4 • 553.42 SQUARE CUT AT THE NORTHWEST CORNER OF A 10' CURB INLET ON OLD UNIVERSITY DRIVE AT ITS INTERSECTION 'MTH MERRIMAC PROLE AND BEING CITY OF FORT WORTH BENCHMARK N0. BE1]0 M 552.26 GTY OF FORT WORTH MONUMENT LOCATED ON THE NEST CURB LANE OF UNIVERSITY DRIVE, 281 FEET SOUTH OF THE SOUTH CURB LINE OF WEST VICKERY BOULEVARD AND 83 FEET NORTH OF THE T & P R.R UNDERPASS IN THE CENTERLINE OF A 10' INLET, 1 FOOT OF FACE OF CURB ON THE TOP OF INLET — 43 O 10 20 30 40 1'•20' CAUTION II MOON 610 WMC 1E46 LRI-GRS TOMB (4 ICfl P P E61 P TROT LCMR611MGS M its M w111011001iR0 EARN MRR•pmW 6 RTRf0O1MR RO= At COMC•M3 1M NOLO sons WOG DE MCI TOM CC OURS 0. WOE Orb 0a 0 -9 u) X LLI m Z F- LLI Z m i- -INO m33 1- CC CD Ls - SHEET EXH GENERAL NOTES / 3 1 8.. 9 N YJI T 312 crs _= o gR 3dR co? YI Y §i Jo 1 8 g t i 2 C) ieD EXHIBIT G1 latcVsy MU B OEtt00'Utofl a 4 $P-01161OYJt98.(o[y Macaw 0050tot0d4341 wt00'gi -OTC a /r'M aue5 git 1t94 /14Efi'0tof TM xb ZJ .IBI HX_ 1 • 9�$ISE II 2 nun J MOW AMINO CY Muff .0 EAST ELEVATION • 1 SOUTH ELEVATION 4Ler NW. lir move. uc*rtq.:1 L 0 GATE ELEVATION • W1anot .<.M .,,eo6 1. • I/ LOCO MOO IIEXTERIOR MATERIAL LEGEND arm:: I �s 1w�6.,6P o1n6 g1 , oa.Lv.66o.P.�. a.�_ .w., ) IEXTERIOR GENERAL NOTES r. • SINEONSTC . ▪ 1s 6.RP6,R6uua•.,.Pc*.66: NOA s,.RPIo<O o6.t—OL.ve..cCW&Vo1oMAr 4 INDICATIO Ore MAMIKOI DOWNSPOUT ;CPU WALL MOM ;Lt RNKP 6uV. npx MOM 1940•10:•01$1 WOOD CVO.) -1_ tmj P.roitto ..nr...n-trz T,,,,P.. J EW, Tmn..w-,girt gideontoal Tm.u&uwmRStmet &tn1.00 wmn 16-1mm TnktooMOP1 an,sTt1661 4.omoLLain West®end Building B 1601Soomunw.wyortre Port Worth, TX 76107 CONSTRUCTION SET Pn000 NK 1010600 WueO.te, .V9 7.2010 Rev% p EXTERIOR ELEVATIONS A-210 B SO 118I HXB COLLSVORIICAD DOWNaPOUT ertX031.41104 COLOR AI CWEST ELEVATION Tar lanai/ aarolo WC Or ROOF limn) P �1 G 000loom EXTERIOR MATERIAL LEGEND a.� I m M., IC Iw a.eCtIC..,aN NOTTLICI9.91.S OCSIONA1 OM Mt Net ALL INCLUSIVE. REF CATO WAIL C110043NIDOCTAILD italell CI OMITS eXTOIC4 WOOL 01 EXTERIC R GENERAL NOTES roman nNCne+COOorCO Aeo.nn.aaC.Am. INDICAUD WALL CHO 1�cwO.recro0 al rANNIMI w) PIO ICI I • I 1 1 CI :,...,.:..:as»:r:....... ...... ;...................... :.:..:s::.,; .; ..:...:. .....w :. .. ....•4. NORTH ELEVATION • u to 1 .. ... .....a' l.. ALUUMAICOMIYOUT PIM MOM . Of II UCIMI.LCSAII.11.011 Mr C. ADJACalt WALL Pang Trod rrr 8Fi6 •"" i11d10 gideontoal BOO nwam!,a," o o, Salta Fart devasuw1 u.nvavueol ww.dn.onuetmin WeatBend Building B 1601 ]oNn UnIoMy Dive Fan Worth, 11( MOT FINAL CONSIRUCTON DOCUMENTS Project Na 1010600 Issue 'Data Marta 101010 acatamala EXTERIOR ELEVATIONS A-211 B (BO-TO n NORTH GRAPHIC SCA E IN FEET 10 2 SCALE: 1"= 20' 30 f i) Bury+Partners ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+partners—DFR, Inc.© Copyright 2008 Texas Registration /F-1048 PROJECT NO. 30595-01 A 1 ZC 6 0 R) EXISTING PARKING LOT LIGHTS TO BE RELOCATED CONCRETE PAVEMENT 4.24'_0B0C TO R) UNDERGROUND ELECTRIC EXISTING PARKING LOT - OVERHEAD POWER EXISTING -STREET-- ._ LIGHT TO REMAIN LOT 3—A-4R 1 , BI OC,< RIVER PLAZA COMPLEX CABINET A, SLIDE 2564, P.R.T.C.T. UNDERGROUND TELEPHONE r✓ i 17 59j (BOC TO BOC OC TO EXISTING PARKING LOT LIGHTS TO BE RELOC-ATED EXISTING PARKING EXISTING SIGN TO REMAIN WATER LINE UNDERGROUND CATV EXISTING PRIVATE DRIVE (SILVER FOX) EXHIBIT "H" EXISTING CONDITIONS LIGHT POLE/R.O.W. ENCROACHMENT PROJECT' WEST BEND FILE: F\30595-01 \ZENCROACH EXH-2.dwg DATE EXISTING TREES(TYP) TRADEMARK PROPERTY COMPANY 05/25/10 0 NORTH 0 GRAPHIC SCALE N ;FEET 10 2(0' SCALE: 1"_ :20'' 4� i1 11 '° 1 k ... 1/j li it 1'?.. 1-4' i0 BOC) 0 0 C� D (BCC T0 11.9131 'BDC) } Bury+partners ENGINEERING SOLUTIONS 5310 Harvest Hill Road, Suite 100 Dallas, Texas 75230 Tel. (972)991-0011 Fax (972)991-0278 Bury+Partners—DFW, Inc.©Copyright 2008 Texas Registration ftF-1048 PROJECT NO. 30595-01 0 le) -J PROPOSED LIGHTING CONDUIT PROPOSED SIDEWALK CONCRETE PAVEMENT PROPOSED PARKING PROPOSED LIGHTING CONDUIT LOT 3 A 4R1, BLOCK 1 RIVER PLAZA COMPLEX ADDITION CABINET A, SLIDE 2564 H.R.T.C.T. PROPOSED 20' PARKING LIGHT POLE PROPOSED 5' SIDEWALK EXISTING PRIVATE DRIVE (SILVER FOX) CC EXHIBIT "I" P ROPOSED CONDITIONS LIGHT POLE/ R O.W ENCROACHMENT PROJECT• WEST BEND FILE: F\30595— 01 \CADD\EXHIBITS\ZENCROACH 0 EXH.dwg TRADEMARK P ROPE RTY COMPANY DATE: 05/25/10 ��', \ (%f .-of (�T__. Jr,J� J/�J/7--�J��J ( (=1 C-� 7 ��H "_-_4 1_.1`_� CU `i L'.s%» (ct=1 ll U)1 IIL� C� r� �� LIABH ITV I1S J /t M C DATE (MM/DD/YYYY) S/14/2010 THIS CERTIFICATE IS ISSUED AS A MATTER —1 ER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, FXTEND 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Becky Es sner , ACSR Higginbotham & Associates Inc. PHONE FAX 500 W. 13th Street I (A/C, No, Ext): 800-728-2374 X2253 (A/c,No):817-347-5981 Fort Worth TX 76102 INSURED FW River Plaza, L.P. Trademark Property Co. 301 Commerce St. #3635 Fort Worth TX 76102 E-MAIL ADDRESS: bessner@higqinbotham.net PRODUCER CUSTOMER ID #: TRADE INSURER(S) AFFORDING COVERAGE INSURER A : Hartford Casualty Insurance INSURER B : Great American Insurance Co INSURER C : INSURER D : INSURER E : INSURER F : Co COVERAGES CERTIFICATE NUMBER:1208663295 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 LTR TYPE OF INSURANCE A GENERAL LIABILITY B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PRO - EX POLICY }FCT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS UMBRELLA LIAB EXCESS LIAB DEDUCTIBLE X LOC OCCUR CLAIMS -MADE X RETENTION $10 , 000 WO_tKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) if yes, describe under DESCRIPTION OF OPERATIONS below Y/N ADDL SUBR INSR WVD POLICY NUMBER 46UUNND2553 N/A POLICY EFF POLICY EXP (MM/DD/YYYYI (MM/DD/YYYY) 4/27/2010 4/27/2011 TUU033268501 4/27/2010 4/27/2011 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: 1701 River Run, Fort Worth TX 11 story office building including adjacent 1 acre of land See Attached... CERTIFICATE HOLDER City of Fort Worth Development Department 1000 Throckmorton Street Fort Worth TX 76102-0000 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE WC STATU- TORY LIMITS NAIC# 29424 16691 $1,000,000 $300, 000 $10,000 $1,000,000 $2,000,000 $2,000,000 $ $ $ $ $ $25,000,000 $25,000,000 $ I$ OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ CANCELLATION 10 Days Notice for Non Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE AUTHORIZED REPRESENTATIVE 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE COMPANY AGREEMENT 0 'MP GENPAR, L.L.C. This Company Agreement (as may be amended, this "Agreement") of TRP Genpar, L.L.C. (the "Company") is made and entered into effective as of the 6th day of September, 2007 (the "affective Date"), by Trademark Property Company, a Texas corporation, as the sole member of the Company (the "Member"), with Terry R. Montesi, as the initial sole manager of the Company (the "Manager"). WITNESSE o F f D For and in consideration of the mutual covenants set forth herein, the Member and the Manager hereby agree as follows: ARTICLE I Section 1.01. Formation of Limited Liability Company. The Company is formed as a limited liability company pursuant to the Texas Limited Liability Company Law of the Texas Business Organizations Code (the "Act"). The Member intends that the Company shall not be a partnership (including, without limitation, a general partnership or a limited partnership), joint venture, corporation, or association for any purposes, including without limitation federal income tax purposes, and this Agreement shall not be construed to suggest otherwise. Section 1.02. Name. The name of the Company shall be "TRP Genpar, L.L.C." All business and affairs of the Company shall be conducted solely under, and all Company Assets (as that term is defined in Section 1.04) shall be held solely in, such name unless otherwise determined by the Manager. Section 1.03. Effective Date and Term, The Company shall be in effect for a term beginning on the Effective Date and shall continue unless and until the occurrence of an event that requires the winding up of the Company in accordance with the provisions of this Agreement, and thereafter to the extent provided by applicable law, until terminated as provided herein. Section 1.04. Purposes and Scope of Business. The business and purposes of the Company are (a) to enter into Trademark River Plaza, L.P., a Texas limited partnership (the "Master Partnership"), as the general partner thereof, and in connection therewith, to enter into and execute, as the general partner, the Limited Partnership Agreement of the Master Partnership (as may be amended or restated from time to time, the "Master Agreement"), (b) to own a general partner's interest in the Master Partnership (the "Master Interest"), (c) to do all acts and perform all obligations as the general partner of the Master Partnership, including, without limitation, taking any and all actions necessary, appropriate, convenient, permitted, allowed, or required of the general partner under the Master Agreement, and (d) to buy, sell, exchange or otherwise acquire, hold, invest in, and deal with the Company Assets (as defined below). Subject to the terms and conditions of this Agreement, the Company shall have the power and authority to do all such other acts and things as may be necessary, desirable, expedient, Company Agreement of TRP Genpar L L C (3) Execution Copy 1 0 —0 8_ 1 u PC convenient for, or incidental to, the fiirtherance and accomplishment of the foregoing objectives and purposes and for the protection and benefit of the Company. The assets of the Company, whether now or hereafter owned, including the Master Interest, are hereinafter sometimes referred to as the "Company Assets". Section 1.05. Documents. The Member hereby adopts the certificate of formation for the Company ( `Certificate") which Rick Knight, as an authorized person, caused to be filed in the office of the Secretary of State of the State of Texas on September 6, 2007, in accordance with the provisions of the Act. Section 1.06 Principal Place of Business. The principal place of business of the Company shall be 301 Commerce Street, Suite 3635, Fort Worth, Texas 76102, or at such other place or places as may be determined by the Manager and approved by the Member. The Manager shall be responsible for maintaining at the Company s principal place of business those records required by the Act to be maintained there. Section 1.07. Registered Agent and Office. The registered agent for the Company shall be Trademark Property Company. The registered office of the Company shall be 301 Commerce Street, Suite 3635 Fort Worth, Texas 76102, or such other location as may be determined by the Manager. ARTICLE II OPERATIONS Section 2.01. Management of Company. (a) Except as otherwise provided herein, (i) the powers of the Company shall be exercised solely by or under the authority of and the busmess and affairs of the Company shall be managed solely under the direction of, the Manager, and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided in this Agreement Except for situations in which the approval of the Member is expressly required by the Act or this Agreement, the Manager may, from time to time, delegate to the Member or other persons (including officers of the Company as permitted under Section 2.01(d) below) such authority and duties of the Manager as the Manager may deem advisable. Any delegation pursuant to this Section 2.01(a) may be revoked at any time by the Manager. Except as otherwise expressly provided in this Agreement, the Member shall not have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures, debts, liabilities or obligations on behalf of the Company. (b) The Company shall have one or more Managers as appointed by the Member. The Managers, if more than one, shall in all cases act as a group with a majority vote or consent of all the Managers required to take action. No Manager shall be required to be a Member References in this Agreement to the "Manager" shall mean the one or more Managers appointed by.the Member and currently serving the Company in such capacity. Terry R. Montesi shall be the initial Manager of the Company. Company Agreement of TRP Genpar L L C (3) 2 (c) Each Manager shall hold office until his, her, or its death, resignation, dissolution, or removal Each Manager shall have the right to resign at any time, and the Member shall have the right to remove each Manager at any time for any reason whatsoever. In the event of the resignation or removal of the last Manager a new Manager shall be appointed by the Membei as soon as is reasonably practicable. During any Manager vacancy as described in this subsection (c), references in this Agreement to the Manager shall, as appropriate in the context, be deemed to refer to the Member until a new Manager is appointed by the Member. (d) The Manager may, from time to time, designate one or more individuals to be officers of the Company (the "Officers" or an "Officer"); provided, that the initial officers set forth on Exhibit A attached hereto shall be deemed designated by the Manager. The Officers of the Company may include, without limitation, a President or Chief Executive Officer, one or more vice presidents (each a "Vice President"), a Treasurer, and a Secretary, and the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are customary for an officer with such title of an entity formed under the Texas For -Profit Corporation Law. In addition any Officer shall have such authority and perform such duties as the Manager may, from time to time, delegate to such Officer provided that no Officer in such capacity shall have the authority to make material decisions on behalf of the Company, the Master Partnership, or their respective subsidiaries or business activities unless such authority is expressly delegated to such Officer in writing. Any delegation or appointment pursuant to this Section 2.01(d) may be revoked at any time by the Manager. An Officer may resign at any time upon written notice to the Company. The acceptance of a resignation will not be necessary to make it effective unless so provided in the resignation. Appointment of a person as an Officer of the Company shall not of itself create any contract rights. Section 2 02. Authority of Manager. (a) The Manager shall devote such time to the Company and its business as is appropriate to conduct the business of the Company in an effective manner and to carry out his, her, or its responsibilities herein, provided. however. that the Manager shall not be obligated to devote his full time and attention to the business and affairs of the Company. The Manager shall, in good faith, conduct or cause to be conducted the ordinary and usual business and affairs of the Company and, without limiting the generality of the foregoing, the Manager shall have the right, power, and authority to do, accomplish, and complete, in accordance with this Agreement, for and on behalf of the Company, all of the following* (i) Supervise all persons hired by the Company; (ii) Pay, at the expense of the Company, all bills and expenses and other budgeted expenditures of the Company, including, but not limited to, taxes, as such bills become due* (iii) Obtain all necessary insurance coverage on the Company Assets; (iv) Employ, coordinate, and supervise the contractors and agents necessary to carry out the Company's business; Company Agreement of TRP Genpar L L C (3) 3 t (v) Protect and preserve the title and interests of the Company and, at the expense of the Company, hire legal counsel and other necessary experts; (vi) Keep, or cause to be kept, all books and records of the Company and deliver any reports required by this Agreement all in accordance with the provisions hereof; hereof; (vii) Maintain all funds of the Company in accordance with the provisions (viii) Hire, at the expense of the Company, legal counsel, accountants and other professionals as may be appropriate to carry out the business of the Company; (ix) Finance or refinance the Company or the Company Assets including, without limitation, the granting of any mortgages, pledges, or other encumbrances of the Company Assets in connection therewith; (x) Conduct activities as the general partner of the Master Partnership in accordance with the Master Agreement; and (xi) Exercise all other rights and powers otherwise described herein by the Manager and to take any actions reasonably deemed to be ancillary to carry out any of the above rights and power. (b) Notwithstanding any other provision contained herein to the contrary, the Manager shall not be obligated to act, nor be in default for failing to act, in the event the Company does not have the funds available to it in order for the Manager to carry out a particular duty assigned to him hereunder, and the Manager shall not be obligated to advance his own funds in order to fulfill his duties hereunder if the Company does not have the necessary funds available to fulfill such duty. Section 2 03 Affiliates. The Manager shall have the right to cause the Company to enter into contracts or otherwise deal with any Member or Manager or affiliate of any Member or Manager in any capacity, including, without limitation, in connection with the financing, management, and development of the Company Assets. Section 2.04 Expenses The Company shall pay all costs and expenses incurred in connection with its business and activities, including, without limitation salaries, in-house and outside accounting expenses, insurance premiums attributable directly to the Company, in-house and outside legal fees, and other direct or indirect costs associated with the formation and operation of the Company, and shall reimburse the Manager for all direct, out-of-pocket expenses incurred by him with respect to his duties to the Company under this Agreement, including, without limitation, any of the expenses set forth above. Company Agreement of TRP Genpar L L C (3) 4 SECTION 2.05 EXCULPATIONS; INDEMNITIES. (a) NEITHER THE MEMBER, THE MANAGER, ANY OFFICER OF THE COMPANY, THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE BENEFICIARIES, SHAREHOLDERS, PARTNERS, OTHER OWNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS (INDIVIDUALLY A "COVERED PERSON") SHALL BE LIABLE TO THE COMPANY, THE MEMBER, OR ANY OTHER PERSON FOR ANY ACT OR OMISSION (INCLUDING ANY NEGLIGENT ACT OF OMISSION) TAKEN OR SUFFERED BY SUCH COVERED PERSON IN GOOD FAITH AND IN THE BELIEF THAT SUCH ACT OR OMISSION WAS IN OR WAS NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY, PROVIDED, THAT SUCH ACT OR OMISSION WAS NOT FRAUD, WILLFUL MISCONDUCT, OR A MATERIAL VIOLATION OF THIS AGREEMENT BY SUCH COVERED PERSON. No COVERED PERSON SHALL BE LIABLE TO THE COMPANY, THE MEMBER, OR ANY OTHER PERSON, FOR ANY ACTION OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION ANY EMPLOYEE OR AGENT OF THE COVERED PERSON, PROVIDED, SUCH ACTION IS WITHIN THE SCOPE OF THE PURPOSES OF THE COMPANY AND THE COVERED PERSON SEEKING EXCULPATION SATISFIES THE PARAMETERS OF THE PRECEDING SENTENCE. (b) TO THE FULLEST EXTENT ALLOWED OR PERMITTED UNDER ANY PROVISION OF APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE ACT, THE COMPANY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS EACH COVERED PERSON TO THE EXTENT OF THE COMPANY ASSETS, FROM AND AGAINST ANY LOSSES, EXPENSES, JUDGMENTS, FINES, SETTLEMENTS, AND DAMAGES INCURRED BY THE COMPANY OR SUCH COVERED PERSON (INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES, AND ATTORNEYS' FEES EXPENDED IN THE SETTLEMENT OR DEFENSE OF ANY SUCH CLAIM) ARISING OUT OF ANY CLAIM BASED UPON ACTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENT ACTS) PERFORMED OR OMITTED TO BE PERFORMED BY THE COMPANY OR SUCH COVERED PERSON IN GOOD FAITH AND IN THE BELIEF THAT SUCH ACT OR OMISSION WAS IN OR WAS NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY, PROVIDED, THAT SUCH ACT OR OMISSION WAS NOT FRAUD, WILLFUL MISCONDUCT, OR A MATERIAL VIOLATION OF THIS AGREEMENT BY SUCH COVERED PERSON. ALL DECISIONS OF THE COMPANY CONCERNING ANY ACTION ALLOWED OR PERMITTED UNDER APPLICABLE LAW CONCERNING THE INDEMNITY OF ANY PERSON OR ENTITY BY THE COMPANY SHALL BE MADE BY THE MEMBER. ARTICLE III FINANCING Section 3.01. Funding. (a) The Member may make capital contributions to the Company at such times in such manner and in such amounts as the Member may determine in its sole discretion, provided, that the Member shall have no obligation to provide capital or any other funds to the Company. (b) If the Manager determines that the Company requires funds for its day to day activities or for any other Company purpose, then the Manager may cause the Company to borrow funds from any person on terms approved by the Manager. Company Agreement ofTRP Genpar L L C (3) 5 Section 3.02. Limited Liability of Manager, Member. Notwithstanding anything contained in this Agreement to the contrary and except as otherwise provided by the Act, the debts, obligations and liabilities of the Company whether arising in contract tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. No Covered Person shall be obligated personally for any such debt obligation, or liability of the Company solely by reason of being a Covered Person, and the liability of' the Member for any of the debts, losses, or obligations of the Company shall be limited to the amount of capital contributed by the Member to the Company. Accordingly, no Covered Person shall be obligated to provide additional capital to the Company or its creditors by way of contribution, loan or otherwise. Except as provided in the Act or as may be agreed by any Covered Person, no such Covered Person shall have any personal liability whatsoever, whether to the Company or any third party, for the debts of the Company or any of its losses. The Manager shall not be required to contribute to the capital of the Company. Section 3.03. Benefits of Agreement Nothing in this Agreement, and, without limiting the generality of the foregoing, in this Article III, expressed or implied, is intended or shall be construed to give to any creditor of the Company or to any creditor of the Member or any other person or entity whatsoever other than the Member and the Company, any legal or equitable right, remedy, or claim under or in respect of this Agreement or any covenant, condition, or provision herein contained, and such provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company. ARTICLE IV ACCOUNTING Section 4.01. Tax Status. Notwithstanding any provision contained in this Agreement to the contrary, the Company will not be classified as an association for federal income tax purposes, but shall be disregarded as an entity separate from the Member pursuant to Treasury Regulation §301.7701-3 (a). Section 4.02. Accounting. (a) The fiscal year of the Company shall end on the last day of December of each year. (b) The books of account of the Company shall be kept and maintained at all times at the principal place of business of the Company or at such other place or places approved by the Manager. The books of account shall be maintained according to a method of accounting chosen by the Manager, consistently applied, and shall show all items of income and expense. Section 4.03 Bank Accounts Funds of the Company shall be deposited in a Company account or accounts in the bank or banks as selected by the Manager subject to review and change by the Member. Withdrawals from bank accounts shall only be made by the Manager or such other parties as may be approved by the Manager, subject to review and change by the Member. Company Agreement of TRP Genpar L L C (3) 6 Section 4.04. Current Distributions to the Member. Except as provided in Section 5.03 in connection with the termination and liquidation of the Company the Company shall distribute funds to the Member at such times and in such amounts as the Manager may determine in his sole discretion In determining the amount of funds to distribute pursuant to this Section 4.04, the Manager may consider such factors as the need to allocate funds to any reserves for Company contingencies or any other Company purposes that the Manager deems necessary or appropriate. ARTICLE V WINDING UP AND TERMINATION Section 5.01. Winding Un of the Company. The Company shall commence winding up upon the occurrence of any of the following: (a) The sale or other disposition, not including an exchange, of substantially all of the assets of the Company (except under circumstances where all or a portion of the purchase price is payable after the closing of the sale or other disposition); or (b) Subject to any obligations of the Company, when approved by the Member. Section 5.02. Termination, etc. of the Member. The termination, dissolution, or adjudication as a bankrupt of the Member shall not require windmg up of the Company. The rights of the Member to share in the profits and losses of the Company and to receive distributions of Company funds shall, upon the happening of such an event that causes the Member to cease to be a member of the Company pursuant to the Act pass to the Members successors in interest subject to this Agreement, and the Company shall continue as a limited liability company. Section 5.03. Termination of Company. (a) Upon commencement of winding up of the Company, the Company shall be terminated as rapidly as business circumstances will permit. The Manager shall cause a full accounting of the assets and liabilities of the Company to be taken and a resulting statement of the Company Assets to be prepared and furnished to the Member as soon as is reasonably practicable. The Manager shall take such action as is necessary so that the Company's business shall be terminated, its liabilities discharged and its assets distributed as hereinafter described. The Manager may sell any or all of the Company Assets or distribute any or all of the Company Assets in kind. A reasonable period of time shall be allowed for the orderly termmation of the Company to minimize the normal losses of a liquidation process. (b) After the payment, or reasonable provision for payment, of all expenses of liquidation and of all debts and liabilities of the Company in such order or prionty as provided by law (including any debts or liabilities to the Member, who shall be treated as a secured or unsecured creditor, as may be the case, to the extent permitted by law, for sums loaned to the Company, if any, as distinguished from capital contributions) all remaining Company Assets shall then be distributed to the Member. Company Agreement of TRP Genpar L L C (3) Section 5.04. Manager Not Personally Liable. Neither the Manager nor any affiliate of the Manager shall be personally liable for the return of the capital contributions of the Member, and such return shall be made solely from available Company Assets if any, and the Member hereby waives any and all claims it may have against the Manager or any such affiliate in this regard. Section 5.05. Provisions Cumulative. All provisions of this Agreement relating to the winding up, liquidation, and termination of the Company shall be cumulative to the extent not inconsistent with other provisions herein; that is, the exercise or use of one of the provisions hereof shall not preclude the exercise or use of any other provision of this Agreement to the extent not inconsistent therewith. ARTICLE VI GENERAL Section 6.01. Notice. (a) All notices, demands, or requests provided for or permitted to be given pursuant to this Agreement must be in writing, delivered to the last known address and/or telecopier number for the recipient known to the deliverer. (b) All notices, demands, and requests to be sent to any party hereto pursuant to this Agreement shall be deemed to have been properly given or served if: (i) personally delivered, (ii) deposited prepaid for next day delivery by Federal Express, or other similar overnight courier services, addressed to such party, (iii) deposited in the United States mail addressed to such party, prepaid and registered or certified with return receipt requested, or (iv) transmitted via facsimile or other similar device to the attention of such party (c) All notices, demands, and requests so given shall be deemed received: (i) when personally delivered, (ii) twenty-four (24) hours after being deposited for next day delivery with an overnight courier, (iii) forty-eight (48) hours after being deposited in the United States mail, or (iv) twelve (12) hours after being faxed or otherwise transmitted and receipt has been confirmed. (d) Each party hereto shall have the right from time to time, and at any time during the term of this Agreement to change his, her or its address and shall have the right to specify as his, her, or its address any other address within the United States of America by giving to the other parties hereto at least thirty (30) days written notice thereof, in the manner prescribed in Section 6.01(b); provided, however. that to be effective, any such notice must be actually received (as evidenced by a return receipt), (e) All distributions to the Member shall be made at the address at which notices are sent unless otherwise specified in writing by the Member. Company Agreement of TRP Genpar L L C (3) 8 Section 6.02. Amendments. This Agreement may be amended at any time by the Member, provided, that no amendment to this Agreement that obligates the Manager to provide funds, or otherwise imposes any economic obligation on the Manager, in any manner to or on behalf of the Company shall be effective without the written consent of the Manager. Section 6.03. Powers of Attornev. The Member hereby constitutes and appoints the Manager, with full power of substitution, as its true and lawful attorney -in -fact and empowers and authorizes such attorney, in the name, place, and stead of the Member, to make, execute, sign, swear to, acknowledge, and file in all necessary or appropriate places all documents (and all amendments or supplements to or restatements of such documents necessitated by valid amendments to or actions permitted under this Agreement) relating to the Company and its activities, including, without limitation: (a) any amendments to this Agreement approved by the Member as provided herein, (b) any amendments to the Certificate under the laws of the State of Texas or in any other state or jurisdiction in which such filing is deemed advisable by the Manager, (c) any applications, forms, certificates reports, or other documents, or amendments thereto which may be requested or required by any federal, state or local governmental agency, securities exchange securities association, self -regulatory organization, or similar institution and which are deemed necessary or advisable by the Manager, (d) any other instrument which may be required to be filed or recorded in any state or county or by any governmental agency, or which the Manager deems advisable to file or record, including, without limitation, certificates of assumed name and documents to qualify foreign limited liability companies in other jurisdictions, (e) any documents which may be required to effect the continuation of the Company, or the winding up and termination of the Company, (0 making certain elections contained in the Code or state law governing taxation of limited liability companies, and (g) performing any and all other ministerial duties or functions necessary for the conduct of the business of the Company. The Member hereby ratifies, confirms, and adopts as his, her, or its own, all actions that may be taken by such attorney -in -fact pursuant to this Section 6 03. This power of attorney is coupled with an interest and shall continue notwithstanding the subsequent incapacity or death of the Member. The Member shall execute and deliver to the Manager an executed and appropriately notarized power of attorney in such form consistent with the provisions of this Section 6.03 as the Manager may request. SECTION 6.04. GOVERNING LAWS AND VENUE. THIS AGREEMENT IS EXECUTED IN FORT WORTH, TARRANT COUNTY, TEXAS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ALL MATTERS LITIGATED BY, AMONG, OR BETWEEN ANY OF THE PARTIES HEREUNDER THAT INVOLVE THIS AGREEMENT, THE RELATIONSHIP OF ANY PARTIES HEREUNDER, OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANT COUNTY, TEXAS. Section 6.05. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the party preparing the contract, is waived by the parties Each party acknowledges that he or it was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or he or it had the opportunity to retain counsel to participate in the preparation of this Agreement, but chose not to do so. Except to the extent that the Act expressly provides that certain provisions thereof may not be modified or waived by the agreement of the Members, any Company Agreement of TRP Genpar L L C (3) 9 provision of this Agreement in conflict with any provision of the Act shall be deemed to have modified or waived such provision of the Act. Section 6.06. Entire Agreement. This Agreement, including all exhibits to this Agreement and, if any, exhibits to such exhibits contains the entire agreement among the parties relative to the matters contained in this Agreement. Section 6 07. Waiver. No consent or waiver, express or imphed, by any party to or for any breach or default by any other party in the performance by such other party of his, her, or its obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party under this Agreement Failure on the part of any party to complain of any act or failure to act of any of the other party or to declare any of the other parties in default, regardless of how long such failure continues, shall not constitute a waiver by such party of his, her, or its rights hereunder Section 6.08. Severabilitv. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent permitted by law. Section 6.09. Binding Agreement. Subject to the restrictions on transfers and encumbrances set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the undersigned parties and their respective legal representatives, successors, and assigns Whenever, in this Agreement, a reference to any party is made, such reference shall be deemed to include a reference to the legal representatives, successors, and assigns of such party. Section 6.10. Tense and Gender. Unless the context clearly indicates otherwise, the singular shall include the plural and vice versa. Whenever the masculine, feminine, or neuter gender is used inappropriately in this Agreement this Agreement shall be read as if the appropriate gender was used. Section 6.11. Captions. Captions are included solely for convenience of reference and if there is any conflict between captions and the text of this Agreement, the text shall control. Section 6.12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which when taken together shall constitute a single counterpart instrument. Executed signature pages to any counterpart instrument may be detached and affixed to a single counterpart, which single counterpart with multiple executed signature pages affixed thereto constitutes the original counterpart instrument. All of these counterpart pages shall be read as though one and they shall have the same force and effect as if all of the parties had executed a single signature page. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Company Agreement of TRP Genpar L L C (3) 10 Each of the undersigned has executed and delivered this Company Agreement of TRP Genpar, L.L.0 in Fort Worth, Texas to be effective as of the Effective Date. THE MEMBER TRADEMARK PROPERTY COMPANY, a Texas corporation By: —c— Name: Title: REF FNANCIA (()FFICFP INITIAL MANAGER TERRY Re MONTESI Company Agreement of TRP Genpar L L C (3) Exhibit A Initial Officers Chief Executive Officer, Secretary, Treasurer Executive Vice President, Assistant Secretary Executive Vice President, Assistant Secretary Executive Vice President, Assistant Secretary Senior Vice President, Chief Financial Officer, Chief Operating Officer, Assistant Secretary Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Vice President Company Agreement of TRP Genpar L L C (3) Terry R. Montesi Tony J Chron Tom Carter Buford T. Miller Rick Knight Jim Reynolds Jeff Allen Fremon Baker Bill Morris Steven A. Hage Les Garrett Kerby Smith