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HomeMy WebLinkAboutContract 50912-CA1 Date Received: Feb 3,2021 City Secretary Time Received: 12:00 PM Number: 50912-CAI ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 50912 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 1st day of February , 20 21 , by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation ("City"), Sinclair Holdings, LLC, a Texas limited liability company ("Assignor"), and Twain GL XIII, LLC, a Missouri limited liability company ("Assignee"). Sometimes herein City, Assignor, or Assignee may also be referred to individually as a-Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 50912 (the "Encroachment Agreement"), on the 22nd day of June, 2018, with Assignor, the owner of certain real property more particularly described in the attached Legal Description (the "Property") located adjacent to or near the City's right-of-way on which the encroachments are located. The encroachments are more particularly described in the Encroachment Agreement, attached hereto as "Exhibit A" and incorporated herein by reference for all purposes, and are referenced therein and herein as the "Improvements"; WHEREAS, the Encroachment Agreement was recorded the 29th day of June, 2018, as Instrument No. D218142882 in the Real Property Records of Tarrant County, Texas; WHEREAS, Assignor desires to assign the Encroachment Agreement to Assignee. AGREEMENT: NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I. Assignor hereby assigns, transfers, and conveys all rights and interests and delegates it duties and obligations under the Encroachment Agreement to Assignee. 2. Assignee hereby accepts the Assignment granted herein, and assumes all of Assignor's rights, duties, and obligations arising under the Encroachment Agreement. 3. Assignor has full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignor's obligations hereunder. OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY FT. WORTH, TX Assignee has the full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignee's obligations hereunder. 4. The effective date of this Assignment shall be the date of its execution by the City (the "Effective Date"). All rights, duties, and obligations under the Encroachment Agreement arising, accruing, or relating to the period before the Effective Date are allocated to Assignor, and all rights, duties, and obligations arising, accruing, or relating to the period thereafter shall be allocated to Assignee. 5. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Encroachment Agreement as of the Effective Date. 6. Assignor represents, warrants, and covenants with City and Assignee that as of the Effective Date, Assignor is not in default of any of its obligations contained in the Encroachment Agreement. 7. City hereby consents to this Assignment upon the terms and conditions set forth herein. Unless and until City has executed this Assignment, it is of no effect. The consent granted herein should not be construed as consent to any further assignments. The failure or delay of City in seeking to enforce any provision of the Encroachment Agreement or this Assignment shall not be deemed a waiver of rights or remedies that City may have or a waiver of any subsequent breach of the terms and provisions therein or herein contained. 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with proper postage, certified mail return receipt requested, or by a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Citv Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor Sinclair Holdings, LLC 1785 Hwy 26, Suite 400 Grapevine, Texas 76051 Attention: Mehul Patel Email: mehul.patel(4�newcrestimage.com Encroachment Assignment Agreement Page 2 of 7 Rev 04/2020 With copy to: Munsch Hardt Kopf& Harr, P.C. 500 N Akard Street, Suite 3800 Dallas, Texas 75201 Attention: Phillip J.F. Geheb Email: pgeheb@munsch.com Assignee Twain GL XIII, LLC 2200 Washington Avenue St. Louis, MO 63103 Attention: R. Landon Nalley Email: Landon.Nalley@twainfinancial.com With copy to: Stinson LLP 7700 Forsyth Boulevard, Suite 1100 St. Louis, MO 63105 Attention: Robert Faulkner Email: robert.faulkner@stinson.com 9. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 10. Assignee shall cause this Assignment to be filed of record at Assignee's expense in the Real Property Records for Tarrant County, Texas. 11. The Certificate of Insurance for the Assignor attached as Exhibit "B" to the Encroachment Agreement is hereby deleted and replaced with the attached Certificate of Insurance from the Assignee as "Exhibit B, Revised." 12. All terms and conditions of the Encroachment Agreement not amended herein remain unaffected and in full force and effect, are binding on the Parties, and are hereby ratified by the Parties. Capitalized terms not defined herein shall have meanings assigned to them in the Encroachment Agreement. 13. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document which may be evidenced by one counterpart. [SIGNATURES APPEAR ON FOLLOWING PAGES] Encroachment Assignment Agreement Page 3 of 7 Rev 04/2020 ASSIGNOR: ASSIGNEE: Sinclair Holdings, LLC Twain GL XIII, LLC a Texas limited liability company a Missouri limited liability company By: Supreme Bright Fort Worth IV, LLC By:Twain Financial Partners Holdings, LLC its managing member its manager ay: _ By: Name: Mehul Patel Name: R. Landon Nal ley Title: President Title: Vice President STATE OF TEXAS § COUNTY OF _ § This instrument was acknowledged before me by Mehlll Patel, President of Supreme Bright Fort Worth, 1V, LLC, as the managing member of Sinclair Holdings, LLC, a limited liability company, on behalf of said company. �PYLY w6 APRILTRAN _° Notary ID#131b23180 Notary Public, State of Texas .° My Commission Expires [NOTA r AL] June 27, 2022 STATE OF MISSOURI § COUNTY OF § This instrument was acknowledged before me by R. Landon Nalley, Vice President of Twain Financial Partners Holdings, as the manager of Twain GL X111, LLC, a limited liability company, on behalf of said company. Notary Public, State of Missouri [NOTARIAL SEAL] OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX ev 04/2020 ASSIGNOR: ASSIGNEE: Sinclair Holdings,LLC Twain GL XIII, LLC a Texas limited liability company a Missouri limited liability company By: Supreme Bright Fort Worth IV, LLC By:Twain Financial Partners Holdings, LLC its managing member its mans ��A By: By: Name: Mehul Patel Name: R. Landon Nalley Title: President "Title: Vice President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me by Mehul Patel, President of Supreme Bright Fort Worth, IV, LLC, as the managing member of Sinclair Holdings, LLC, a limited liability company, on behalf of said company. Notary Public, State of Texas [NOTARIAL SEAL] STATE OF MISSOURI § COUNTY OF ��, § This instrument was acknowledged before me by R. Landon Nalley, Vice President of Twain Financial Partners Holdings, as the manager of Twain GL XIII, LLC, a limited liability company, on behalf of said company. n, Notary I , Stat of Missouri [NOTARIAL SEALl F[ KELLY A_ TROUT Notafy Public, Notary Seal State of Missouri Saint Louis County mmission# 13447449 mission Expires 12-18-2022 OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: Mai ftiew NurrayL ' DJ Harrell(Feb1,2021 09:00 CST) Matthew Murray(Feb 1,2D2107:22 CST) FWBC Sec. 3210 DJ Harrell, Director Matthew A. Murray, Assistant City Attorney Development Services City Attorney's Office Date: Feb 1, 2021 Date: Feb 1, 2021 ATTEST: a 000os aid 00 2 /moo 0 r Ronald P.Gonzales(Feb 1,202112:1 T) ..° oo°=� Mary Kayser, City Secretary ��,�o a�a� O 00 /y City Secretary's Office da a [No M&C Required] ijexAS�a Contract Compliance Specialist: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Janie S. Morales Development Manager STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on February l 20 21 by DJ Harrell, as the Director of the Development Services Department of the City of Fort Worth, a Texas municipal corporation on behalf of the City of Fort Worth. 149 JENNIFER L. EZERNACK Jennifer L Digitally signed byJenniferL Notary Public Fzernack STATE OF TEXAS Date:2021.02.01 12:05:06Notary I.D. 130561630 Ezernack _06,00My Comm.Exp.Mar. 1,2024 Notary Public, State of Texas OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 6 of 7 Rev 04/2020 Page 1 of 22 Exhibit A MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth,TX 76196-0401 PHONE (817) 884-1195 CITY OF FORT WORTH CFA OFFICE 200 TEXAS STREET FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH CFA OFFICE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 6/29/2018 11:39 AM Instrument#: D218142882 A 22 PGS $96.00 By: D218142882 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Page 2 of 22 CITY SECRETARY e-o' CONTRACT NO. RIGHT OF WAY ENCROACHMENT AGREEMENT WORWERC1,41) THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a home rule municipal corporation of T'arrant County, Texas ("City"), acting herein by and through its duly authorized City Manager, its duly authorized Assistant City Manager or Planning and Development Department Director, and Sinclair Holdings LLC tll leg-al natnel, a Limited Liability Co. [11y)e oj*eutu).P1 "Licensee", acting herein by and through its duly authorized partner aru up hard the owner of the real property located at 512 West Main gfr— -F­ Fort Worth, Texas 76102("Property"), RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property; and WHEREAS, the City has a street, alley, sidewalk, and/or other public right-of- way(individually or collectively,the"Public Right-of-Way")adjacent to the Property as shown on the map attached to this Agreement as Exhibit"A" and incorporated herein for all purposes; and WHEREAS, Licensee desires to construct/place and maintain certain improvements which will encroach onto the Public Right-of-Way; and WHEREAS, City will allow the encroachment under the terms and conditions as set forth in this Agreement to accommodate the needs of the Licensee, Al NCB W,THEREFOREJ,the City and Licensee agree as follows- R E MENT AGRE REGF.V�-�J ­P City, in consideration of the payment by Licensee of the fee set out below and covenants and agreements hereinafter contained, to be kept and performed by Licensee, hereby grants permission to Licensee to encroach upon, use and/or occupy portions of the space tinder, on, and/or above the City's Public Right-of-Way to construct/install and/or allow to remain, certain improvements for the purpose of constructing a tunnel(whether one or more, the "improvements") as described in and at the location shown on Exhibit "A" but only to the extent shown thereon. Upon completion of the Improvements, Licensee agrees to be responsible for maintaining the Improvements, Licensee shall not expand or otherwise cause the Improvements to further infiinge in or on City's Public Right-of-Way beyond what is specifically described in the Exhibit(s)attached hereto. 2015 ROW Encroachment Agreement-Commercial Page I of 12 rev.02/2015 Page 3 of 22 2> All construction, maintenance and operation in connection with such Improvements, use and occupancy shall be performed in strict compliance with this Agreement and tine City's Charter, Ordinances and Codes, and in :accordance with the directions of the City's Director of Transportation and Public Works, or his or tier duty authorized representative. Licensee shall submit all plans and specifications to tine applicable Director or his or her duly authorized representative prior to the construction of the improvements. Licensee shrill not commence construction of the Improvements until receiving written approval by the Director, but such approval shall not relieve Licensee of responsibility and liability for concept., design and computation in the preparation of such plans and specifications. 3. Upon completion of the construction and ;installation of the Improvements, there shall be no other encroachments in, tinder, on or above the surface area of tine Public Right-of-Way, except as described herein and depicted on Exhibit"A".. 4, Licensee, at no expense to the City, shall cake prosper provisions for the relocation and installation of any existing; nr future utilities affected by such encroachment, use and occupancy, including the securing of approval and consent from any affected utility companies and the appropriate agencies of the State of Texas 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 tine construction, maintenance or existence of such encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as determined in the reasonable discretion of the Director of Transportation and. Public Works, or his or her duly authorized representative. Capon prior written notice to licensee, except in the case of an emergency, Licensee agrees that City may enter and utilize the referenced {areas at any tianne for the purpose of installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety and welfare of the public or for any other public purpose. City shall bear no responsibility or liability for any damage or. disruption or other adverse consequences resulting; from the Improvements installed by Licensee, but City will_ make reasonable efforts to minimize such damage: In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improver nents owned by, constructed by or can behalf of the public or at public expense is 2015 ROW Encroachment Agreement-Commercial Page 2 of 12 rev.02/2015 Page 4 of 22 made snore costly by virtue of the construction, maintenance or existence of the Improvinents and use, Licensee shall pay to City an additional amount equal to such additional cast as reasonably determined by the Director of Transportation and Public Works or the Director of the Water Department, or said Director's duly authorized representative; 6. Licensee agrees to pay to City at the time this Agreement is requested an application fee of$325.00 in order to defray all costs of inspection and supervision which City has incurred or wilt incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement, Licensee agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter, 7. The term of this Agreement shall be for 30 years commencing on the date this Agreement is executed by City. However, this Agreement shall terminate upon Licensee's non-compliance with any of the terms of this Agreement, City shall notify Licensee in writing of the non-compliance, and if not cured. within 30 days, this Agreement shall be deemed terminated unless such non:.-compliance is .not susceptible to cure within 30 days, in which case this Agreement shall be deemed terminated ill the event that Licensee fails to commence and take such steps as are necessary to remedy the non-compliance within 30 days after written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. S. Upon termination of this Agreement, Licensee shall at no expense to City remove the Improvements encroaching into the Public Right-of-Way, and restore the Public Right-of-Way to a condition acceptable to the Director of Transportation and Public Works, or his or her duly authorized representative, in accordance with then-existing City specifications. It is understood' and agreed by Licensee that if this Agreement terminates and Licensee fails to remove the Improvements and restore the Public Right-of-Way, Owner hereby gives City permission to remove the Improvements along with any supporting structures, restore the Public Right-of-Way, and assess a lien on the Property for the costs expended by the City in taking such actions. 9. It is further understood and agreed between the parties hereto that the Public Right-of-Way to be used and encroached upon as described herein, ,is held by City as trustee for the public; that City exercises such powers over the public right-of way 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 2015 ROW Eacroachnient Agrecinent-Commercial Page 3 of 12 rev.02/2015 Page 5 of 22 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 tune during the term hereof determine in its sole discretion to use or cause or permit the Public Right-of-Way to be used for any other public purpose, including but not limited to, underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other Public purpose, whether presently contemplated or not, that this Agreement shall terminate upon 60 days' written notice to Licensee. In the event this Agreement is terminated tinder this Section 9, Licensee shall perform the obligations regarding removing the Improvements and restoring the Public Right-of-Way described in Section 8. 10. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain and locate the Improvements over or within the described Public Right-of-Way and is not a conveyance of any right, title or interest in or to the Public Right-of-Way nor is it meant to convey any right to use or occupy any property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permissions before occupying such property. 11,. Licensee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of the Improvements, encroachment and uses. 1 . Licensee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute; law or regulation. 1 . 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 salve, 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. 1s 2015 ROW Encroachment_Agreement-Commercial Page 4 of 12 rev.02/2015 Page 6 of 22 LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND ELECTED OFFICIALS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/GR PERSONAL INJURY, INCIA.)D_INCH DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, ISE, EXISTENCE OR LOCATION OF THE IMPROVEMENTS AlD ENCROACHMENT AND USES GRANTED IIEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEES ALL 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 THE IMPROVEMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR TRESPASSERS. 15. 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 described or depicted in Exhibit"A"'. The amounts of such insurance shall be not less than $1,000,000 Commercial General Liability with the understanding and agreement by Licensee that such insurance amounts may be revised upward at City's option and that Licensee shall so revise such amounts promptly following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least 30 days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit "B" and incorporated herein for all purposes. Licensee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Licensee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 2015 ROW Encroachment Agreement-Cornmercial Page 5 of 12 rev,02/2015 Page 7 of 22 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sure of money to be used to pay the 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 ofthe City of Foil Worth. 17. In any action brought by the City for the enforcement of the obligations of the Licensee,City shall be entitled to recover interest and reasonable attorney's fees. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this Agreement without the prior written approval of the City, andany attempted assignment without such written approval shall be void. In the event Licensee conveys the property, Licensee may assign all of its rights and obligations under this Agreement to the new owner of the Property, and.. Licensee shall be deemed released from its duties and obligations hereunder upon City's approval in writing of such assignment, which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to a secured lender by Licensee in the event of default or otherwise shah not require City approval provided that said lender notifies City in writing within 60 days of such foreclosure or assignment and assullies all of Licensees' rights and obligations hereunder. However, no change of ownership clue to foreclosure or assignment to any secured leader of Licensee shall be effective as to City unless and until' written notice of such foreclosure or assignment is provided to City. b THE PARTIES AGREE THAT THE DUTIESAND OBLIGATIONS CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 2 ¢ 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. 2 . This Agreement shall be binding upon the parties hereto, their successors and assigns. 2015 ROW Encroachment Agreement-Commercial Paige b of 12 rcv.02/2015 Page 8 of 22 [SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 ROW Encroachment Agreement-Commercial Page 7 of 12 irv. 02/2015 Page 9 of 22 THIS AGREEMENT may be executed in Multiple counterparts, each of which shall be considered an original, but all of which shah constitute one instrument. City: Licensee- CITY OF FORT WORTH, Sinclair Holdings LL By: lye � Ikk Ojk-- 4H — 1 aide. Farukh Aslam Director Tine: Partner Planning and nt Department Date. 20-9 ATTEST: Approved As To Perm and Legality t City ecretary Assistant City Attorney 4 2015 ROW Encroachment Agreement-Commercial Page 8 of t — rev. 02/2015 Page 10 of 22 Contract Compliance Manager By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract including ensuring all performance anee and report requirements. Janie Scarlett Morales Development Manager Page 11 of 22 STATE OF TEXAS 7 COUNTY OF TARRANT § This instrrrrnent was acknowledged ged before me on —} 01 by Randle_Harwood, Director of the Planning and Development Department of the City of Fora Worth, on behalf the City of Fart Wort m_ llntal ulrlc, S t of Texas 6 ® tar state CA Texaz' notary ID 130,5616 After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Tl rockmort n Street Fart Worth TX, 71 2015 ROW Encroachment Agreement-Commercial gage 9 of 12 rev.02/2015 Page 12 of 22 STATE OF COUNTY OF § FORE Nib, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Farukh Aslam f Partner (title), known to me to be the person whose name is subscribed to the,foregoing instrument, and acknowledged ed to one that he/she executed the same for the purposes and _consideration therein expressed, as the act and deed of Sinclair holdings LL g a Limited Liability Co. and in the capacity therein stated.. GIVEN UNDER MY HAND AND SEAL OF OFFICE this clay or 20 LORNA KNETHEN-ALVEY tr My Notary 10#W8305 Notary Public in and for the p +` Expires September 17,2019 State of 2015 ROW Encroac hnient Agreernent-conicnerciat Page 10 of 12 rev.02/2015 Page 13 of 22 LEGAL DESCRIPTION OF THE PROPERTY Lot 1-4 and -11' Block 34, Original Town of Fort Worth, Unrecorded Plat. 2015 ROW Encroachment Agreement-Commercial Page l I of I — rev. 02/2015 Page 14 of 22 Location and Description of Encroachment and Improvements 2015 ROW l ttcroacfttnent A reetnernt-Cotntnerc al Page 12 of 12 rev.02/2015 Page 15 of 22 ...................... ATTACHMENT LOCATION n I g g 1 53 T XAS 9TH y 1 T LOCATION PROJECT QGRAPHIC SCALE:LOTTO SCALE 4 PROJECT_13 LOCATION f"tt� ty .AI PTON r�BROWN, INC., The Sinclair Building Redevelopment ENGINEERING&LSURVMNG 512 Gain Street,Fort Worth,TX 76102 SCALE' R+OTTO SCALE I SHEET .. 6300 Rldglea Place.Ste 700 Fort Worm.TX 76116 Tel:817w53&1277 Par.817-138-924 DATE:. d12117 Exh t�.'1, 4 TOPE Firm tOM44 F:Ualk:ma1LZb binc.com Web Site,vnvw,bhbincccm T8PLS gAM.1c0193X) DRAWN BY: 1h9 CIA 8H8 PROJECT tb:2314.1 8.00O CHECKED BV TS t Of2 w Page 16 of 22 ONICIg v T7 F SC s lF�57� A F I c t t . t y l iEt {a F� n z r � { xi 7k Iljj a --- LO I tj wi -Fmi. Al w , 4 f � 4A F' Page 17 of 22 ATTACHMENT A —R/SINCLAIR TUNNEL Lor E ; I 64 ' 9 C1,r atU E I rj f it I AOO p,p xu SANCE­ 0 J• { t \�.� .. a ..__.®..®_...,__... _._ _.._.... ,«........... ....__ ._...__« _ E x 0.1 7�, EN Tt #IVL 0V t 0 7� � I�SCA!E{4FfE7 , xy « Then nnjairauldingRedevelopment ENCROACHMENT EXHIBIT(TUNNEL) 5; CAI , E ICa u f2 Main S€��m Fort Worth,T 761G2 scar-� {f=2Q 4' saFaz esao ia4;aatace.st�zaa orstuo n.rx a , DATE: 5,`S�i{7 �j�f C1,2 p� p( •F° TBPEf{rrr# 84 Mn.{m:.r3;,abhtu .cem Yr ns ,u a tr DR1tWNBy LM x C i.. 848PROJECTR4:Zfl{4,t6.. 4 Ci3ECKE08Y: ._ .—__._....__ TS:. 2ci2 _._ s " 4 q 0 } y w a CL s Lij Lli 10 0 LL Cc CL rz LLJ NIf x .a tit � rn »a 0 C7 } 1 i } car z It C55 tt� LU 0 LL.m � 4 t5 Page 19 of 22 a'S a,t zur_:�: ...-- o �5 saN 0r MIONIVO Ll �• rrT, , t FT"'M r3 fix, t i E R! C ( J _ ,_I [T ::�:"�I _ " �.��' N1VW po I•tt"SU � s� I �``. S y IT I A p dkl ug� IS } i+A Page 20 of 22 SCALE: 1 ° = 30' EXHIBIT "Ar, I ENCROACHMENT 0 10 20 50 100 PACT OF WEST FIFTH STREET 8c LOT BLOCK4 SOUTH HUSTON STREET ORIGINAL TOWN (D OF FORT WORTH `1 C� N " { 0 l.' ' r t 01 OF 06, 1 1`9� POI OF BEGINNING Ir 4151 LINE TABLE SU LINE BEARING LENGTH L-01 N 60*00 00" E 9 5'00 April 18, 2018 L-02 S 30°00V E 5.50 L-03 S 60°00 00 W 24.63 OWNER L-04 N 30"00 00 W 3,50 FOSSIL CREEK L-05 S 60'00'00" W 70.37 LAND PARTNERS INC. L-06 N 30°00 00 W 2.00 ' t ri a 515 HOUSTON STREET L-07 N 60.00 00' W 2.00 Engineers Surveyors Planners SUITE 621 L-09 S 60'00 00' W 3.50 3244 HempwH Sheet Fort worth,Texas 761104014 817-923-3131 FORT WORTH, TEXAS 76102 L-10 N 30°00 00 W 21,00 Firm Registration No,100919-00 VOL. 13146, PAGE 337 L-11 N 60'00'00" E 5,50 L-12 S 30'00 00' E 1{10.0 Page 21 of 22 CEALER1F'TI0 TRACT t: A portion of the right—of-way of West Fifth Street, a '60 feet wide public street, adjacent to the south line of dock 84, of the ORIGINAL TOWN OF FORT WORTH, in Tarrant County, Texas, being more particularly described by metes and bounds as follows: BEGINNING at the intersection of the north right—of—way line of said West Fifth Street and the east right—of—way line of South Houston Street, on 80 feet wide public street, of the southwest corner of said Block 84; THENCE North 60 degrees 00 minutes 00 seconds East along the north right—of—way line of said West Fifth Street and the south line of said Block 84, 95;00 feet to the southeast corner of Lot 3, of said Block 84„ THENCE South 30 degrees 00 minutes 00 seconds East, 5,50 feet to a paint; THENCE South 60 degrees 00 minutes 00 seconds West, 24.63 feet to a point; THENCE North 30 degrees 00 minutes 00 seconds West, 3.50 feet to a point; THENCE South 60 degrees 00 minutes 00 seconds West, 70.37 feet to a paint,, THENCE North 30 degrees 00 minutes 00 seconds West,. 2.00 feet to the Point of Beginning, and containing 0.0063 acres (276 square feet) of land, more or less. TRACT 2 A portion of the right-of—way of South Houston Street, an 80 feet wide public street, adjacent to the west line of Block 84, of the ORIGINAL TOWN OF FORT WORTH, in Tarrant County, Texas, being more particularly described by metes and bounds as follows: BEGINNING at the intersection of the east right—of—way line of said South Houston Street and the north right—of—way line of West Fifth Street, a 60 feet wide public street, at the southwest corner of said Block 4; THENCE South 60 degrees 00 minutes 00 seconds West, 2.00 feet to a paint; THENCE North 30 degrees 00 minutes 00 seconds West, 79.00 feet to a point; THENCE South 60 degrees 00 minutes 00 seconds West, 3.50 feet to a point; THENCE North 30 >degrees 00 minutes 00 seconds West, 21,00 feet to a point; THENCE North 60 degrees; 00 minutes 00 seconds East, 5.50 feet to the northwest corner of Lot 3 of said Block 84, and in the east right—of—way line of said South Houston Street; THENCE South 30 degrees '00 minutes 00 seconds East along the east right—of—way line of said 'South Houston Street and the west line of said Block 84, 100M feet to the Point of Beginning, and containing 0.0063 acres {274 square feet) of land, more or less. The Basis of Bearings used to prepare this sketch and description is an assumed bearing of North 60 degrees 00 minutes 00 seconds East along the south line of Block 84. 1, the undersigned, a Registered Professional OF T Land Surveyor of the State of Texas, do h,4 hereby certify that this plat of survey accurately sets out the metes and bounds JOHN A GRAANNT M description of the right—of—way f 411 encroachment described. SU Grant Engineering, Inc. Engineers Surveyors Planners April 18, 2018 3244 Hemphill Street Fort Worth,Texas 76110.4014 817-923-3131 .Firm Registration No.100919-00 Page 22 of 22 ACCOREPFE(MMIDDYY0 DATE YII LIABILITY 511 4/2018 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( ), AUTHORIZED REPRESENTATIVE CAR 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 requite an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements), PRODUCER CONTACT Linda Smith,GISR,AC SR Higginbotham Insurance Agency, Inc. PHONE FAX 500 W, 13th A C Na Ex 817-349-2282 AtC No;817-882-P tf4 AIL Fort Worth,TX 76102 ADDRESS: Istnith hi inbotham.net INSURERS AFFORDING COVERAGE NAIC# INSURER A:American Hallmark Insurance Co of Texas 43494 _._. INSURED siNGL _ . .._, INSURER B Sinclair Holdings LL ENsuRERe: 515 Houston St..#800 Fort Worth,TX 76102 INSURER D: INSURER E: INSURER.F: COVERAGES CERTIFICATE NUMBER;1379694681 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 i TYPE OF INSURANCE 9ADDL SURE —_ _...__.__POLICY EFF POLICY EXP ' LIMITS LTR'. POLICY NUMBER MMIDDIYYYY � MMIDDYYYYY A }( COMMERCIAL GENERAL LIABILETY 44MG495326 812812017 812812018 EACH OCCURRENCE _ `y 1,004;404 RENTED D MA E TO I CLAIMS-MADE OCCUR PREMISES Ea oecurrencel _I$'104,400 MED EXP(Anyone person) $5,000 �.PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: € .GENERAL AGGREGATE $2400,040 t POLICY PRO- EGT LOC PRODUCTS-COMPIOP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY i ... COMBINED SINGLE LIMIT $ `_Fa accldenty _.. ........_______..._._. ANY AUTO 1 ` BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY Per accident 5 AUTOS.ONLY AUTOS _ I }� ;�HtRED NON-OWNED' I PROPERTY�0,4MAGE. `$. :::.AUTOS ONLY AUTOS ONLY I Per accident j UMBRELLA LIAR. OCCUR EACH OCCURRENCE $. EXCESS LIAR CLAIMS-MADE .,. { ACOREGATF. .^.... t .D� RETENTION$ WORKERS COMPENSATION PER OTH- t AND EMPLOYERS'LIABILITY y 1 N,I STATUTE i .ER ANYPROPRIETOPIPARTNEF;�'EXECUTIVE OFFICER7MEAABEREXCLUDED? NIA'; E.L.EACH ACCIDENT �.S (Mandatory In.NH) ' E.L.DISEASE-EA EMPLOYEE:$ If yes,describe nder t DESCRIPTION OF OPERATIONS below � E.L.DISEASE-POLICY LIMIT $ t � I DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE; 512 Main St„Fort Worth,TX 76102 (Advantage Extension endorsement for specific project) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. Planning&Development-GFA Office PN 18-0005tl 200 Texas Street AUTHORIZED REPRESENTATIVE Fort Worth;TX 76102 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and Toga are registered marks of ACORD EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 7 of 7 Rev 04/2020 4839-5048-2386v.1 Exhibit B,Revised ­--mm"N TWAIFIN-01 ASEENER . 11.w 0 CERTIFICATE OF LIABILITY INSURANCE DAT127/2DIY1 �� 1/27/2021 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 CONTACT Ami Seener NAME: Smith McGehee PHONE FAX 222 S.Central Suite 700 (AIC,No,Ext):(314)732-4474 (A/c,No):(314)394-1751 Clayton,MO 63105 E-MAIL ESS:aseener@smis.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Admiral Insurance Company 24856 INSURED INSURER B: Twain GL XIII,LLC INSURER C: 2200 Washington Ave INSURER D: St.Louis, MO 63103 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 ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MMIDDIYYW A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CA000040556-01 1/11/2021 1/11/2022 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JEo LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per.cadent $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTN ERIEXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:512 Main Street,Fort Worth TX 76102 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Fort Worth:CFA Office-PN21-D0017,PN21-00018, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PN21-00019,PN21-00020, PN21-00021 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