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HomeMy WebLinkAboutContract 53382-CA1 D222190691 07/29/2022 03:06 PM Page: 1 of 31 Fee: $139.00 Submitter: Chicago Title-NCS (Dallas) -02100 Electronically Recorded by Tarrant County Clerk in Official Public Records MARY LOUISE NICHOLSON COUNTY CLERK I Date Received: 10/18/2022 Record Number: PN22-00099 Time Received: 4:45 pm City Secretary Number: 53382-CAl ASSIGNMENT AND CONSENT OF ROW ENCROACHMENT AGREEMENT City Secretary Contract No. 53382 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 29th day of July , 2022,by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation ("City"), Fort Worth at River Park, LLC, a Delaware limited liability company ("Assignor"), and TA REALTY VALUE- ADD FUND XIII REIT, LLC, a Delaware 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: i WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 53382 (the "Encroachment Agreement"), on the 7th day of January, 2020, 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 WHEREAS, the Encroachment Agreement was recorded the 14th day of January, 2022, as Instrument No. D220009424 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: 1. 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. OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY FT. WORTH, TX D222190691 Page 2 of 31 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. 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 in which Assignee takes title and ownership of the Property (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 I 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. Crtv Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignox Fort Worth at River Park, LLC Before July 31. 2022: Attention: Sara Hanback 1020 N.E. Loop 410, Suite 700 San Antonio, Bexar County, Texas 78209 Encroachment Assignment Agreement Page 2 of 9 Rev 04/2020 D222190691 Page 3 of 31 After July 31, 2022: Attention: Sara Hanback 7600 Broadway, Suite 300 San Antonio Bexar County,Texas 78209 Assignee TA Realty Value-Add Fund XIII REIT,LLC Attention: Asset Manager-Texas One Federal Street, 17h Floor Boston, MA 02110 with a copy to: Stutzman, Bromberg, Esserman&Plifka, PC 2323 Bryan Street, Suite 2200 Dallas, Texas 75201 Attn: Kenneth F.Plifka Suzanne Sprague-Trammell 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. Assignor shall cause this Assignment to be filed of record at Assignor'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 9 Rev 04/2020 D222190691 Page 4 of 31 ASSIGNOR: FORT WORTH AT RIVER PARK,LLC, a Delaware limited liability company By: RPBI-GP, LLC., a Texas limited liability company, its Managing Member By: ara Hanback, Vice President of Finance STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me by Sara Hanback, as the Vice President of Finance of RPBI-GP, LLC, a Texas limited liability company, the Managing Member of FORT WORTH AT RIVER PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company. Jennifer Lynn Schmit My Commission Expires ry Pub ic, Sta a of Texas y 6/24/2026 Notary 10133778553 Printed Name: ZfmAe- 1 nn.�C?lrril{- My Commission Expires: [NOTARIAL SEAL] [SIGNATURES CONTINUE ON FOLLOWING PAGE] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ASSIGNMENT OF PUBLIC RIGHT OF WAY ENCROACHMENT LICENSE AGREEMENT SIGNATURE PAGE Rev 04/2020 D222190691 Page 5 of 31 ASSIGNEE: TA REALTY VALUE-ADD FUND XIII REIT, LLC, a Delaware limited liability company By: TA Realty Value-Add Fund XIII REIT Manager,LLC a Delaware limited liability company, its manager By: Name: James P. Raisides Title: Managing COMMONWEALTH OF MASSACHUSETTS § COUNTY OF SUFFOLK § On this 7 day of 2022, before me, the undersigned notary public, personally appeared c�Q`ttinQS P• �Cla S t del proved to me through satisfactory evidence of identification,which was❑photographic identification with signatur issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, personal knowledge of the undersigned,to be the person whose name is signed on the precedi or attached document(s),and acknowledged to me that he/she signed it voluntarily for its stated purpose as the t4mmmao IPa �N'10 of TA REALTY VALUE-ADD FUND X1I1 REIT Manager,LLC,a Delaware limited liability company,as manager for TA REALTY VALUE-ADD j FUND X11I REIT,LLC, a Delaware limited liability company,on behalf of such entity. (official seal) Notary Public My Commission Expires: ism * \G �'oatvP! �;r0h '•�:I1 SM0'NwEPSE��.� OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX D222190691 Page 6 of 31 i I i I APPROVED AS TO FORM AND CITY OF FORT WORTH I i LEGALITY: GJ Hai!F.€I(Jul 26,202217a5 CCTI FWBC Sec. 3210 DJ Harrell, Director Thomas Royce Hansen, Assistant City Attorney Development Services Department City Attorney's Office Date: Jul 26, 2022 Date: Jul 26, 2022 a O°°° ° p TTEST: �o °o��d t j o o= PoPhetteS.Gocdalf tJul 27,2Q22UT; o ° O° °o° Jannette Goodall %X °° ° � City Secretary ���fix0oaQ (M&C not Required) Date: Jul 27, 2022 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. 7m�L4 4e An Jarie 9culett Morales!,JW 26,20221&45 CDT; Janie S. Morales Development Manager Date: Jul 26, 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Encroachment Assignment Agreement Page 6 of 9 Rev 04/2020 D222190691 Page 7 of 31 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on July 26 2022 by DJ Harrell, Interim Director, 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. - - Wend L, Digitally signed by Wendy L n� P WENDY L BEARDSLEE y Beardslee °G Notary Public Beardslee Date.2022.07.261V752 •{ '+ STATE OF TEXAS -0500, Notary I.D. 13323719-3 Notary Public, State of Texas 9�oF My Comm.Exp.July 28,2025 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Encroachment Assignment Agreement Page 7 of 9 Rev 04/2020 D222190691 Page 8 of 31 EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 8 of 9 Rev 04/2020 D222190691 Page 9 of 31 CITYSECRETARY CONTRACT No. �33 Sph 7 2424 . PUBLIC RIGHT-OF-WAY ENCROACHMENT LICENSE AGREEMENT COMMERCIAL THIS PUBLIC RIGHT-OF-WAY ENCROACHMENT LICENSE AGREEMENT(this"Agreement")is made and entered into by and between THE CITY OF FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"),acting by and through its duly authorized City Manager,Assistant City Manager, or Planning and Development Department Director, and FORT WORTH AT RIVER PARK, LLC, a Delaware limited liability company (together with its successors and assigns, ("Licensee"), owner of the real property located at 2500 River Park Drive, Fort Worth,Texas 76116 C Property"), acting by and through its duly authorized Senior Vice President-Development. RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property, attached as "Exhibit C" and incorporated herein for all purposes; and WHEREAS,the City has a 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,"which is incorporated herein for al I purposes;and WHEREAS, Licensee desires to construct/place and maintain certain improvements which will encroach in,on, above, or below the Public Right-of-Way; and WHEREAS, to accommodate the needs of the Licensee, the City will allow the encroachment under the terms and conditions as set forth in this Agreement. NOW,THEREFORE,the City and.Licensee agree as follows: AGREEMENT 1. The 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 in, on, above, or below and occupy a portion of the Public Right-of-Way as described in and at the location shown on Exhibit A, but only to the extent shown thereon, for the purpose of constructing a driveway and. retaining wall (the "Encroachment"). Upon completion of the Encroachment, Licensee agrees to be responsible for maintaining the Encroachment within the Public Right-of- Way. Licensee shall not expand or otherwise cause the Encroachment to further infringe RECEIVED R ncroachment Agreement-Commercial(River Park) Page 1 .1A% 13 48 87-1981,v.5 Revised 12/2018 myofM tt1t� f I D222190691 Page 10 of 31 I i i 2. All construction, maintenance, or operation in connection with such Encroachment, use, or occupancy shall comply and be performed in strict compliance with this Agreement and with the Charter, Ordinances, and Codes of the City, and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department, or their duly authorized representative. Prior to the construction of the Encroachment, Licensee shall submit all plans and specifications to the applicable Director or duly authorized representative. Licensee shall not commence construction of the Encroachment until such approval shall be indicated in writing by the applicable Director or authorized representative. However, such approval shall not relieve Licensee of responsibility and liability for concept, design, and computation in the preparation of such plans and specifications. 3. Licensee agrees that City may enter and utilize the referenced areas at any time for the purpose of installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety, and welfare of the public, or for any other public purpose. The City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Encroachment installed by Licensee,but City will make reasonable efforts to minimize such damage. Upon termination of this Agreement, Licensee shall, at the option of and at no expense to the City, remove the Encroachment and restore the Public Right-of-Way to a condition acceptable to the Director of Transportation and Public Works or the Director of the Water Department, or their duly authorized representative, in accordance with then-existing City specifications. It is understood and agreed to by Licensee that if this Agreement terminates and Licensee fails to remove the Encroachment as directed and restore the Public Right-of-Way, Licensee hereby gives City permission to remove the Encroachment and any supporting structures and assess a lien on the Property for the costs expended by the City in taking such actions. 4. In order to defray all costs of inspection and supervision which the City has incurred or will incur as a result of the construction, maintenance, inspection, or management of the encroachments and uses provided for by this Agreement, Licensee agrees to pay to City at the time this Agreement is requested an application fee in the sum of Five Hundred Dollars ($500.00). Additionally, Licensee agrees to pay a fee in the amount of$1.44 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter,which fee equals:$129.60. ROW Encroachment Agreement-Commercial(River Park) Page 2 4847-6687-1981,v.5 Revised 12/2018 r D222190691 Page 11 of 31 I 5. The intial term of this Agreement shall be for thirty (30)years, commencing on the date this Agreement is executed by City. However,this Agreement may be terminated upon Licensee's noncompliance with any of the terms of this Agreement. City shall notify Licensee in writing of any noncompliance and if not cured within thirty (30) days, this Agreement shall be deemed terminated, unless such noncompliance is not susceptible to cure within thirty (30)days, in which case this Agreement shall be deemed terminated in the event that Licensee fails to commence and take such reasonable steps as are necessary to remedy the noncompliance within thirty (30) days after written notice specifying the same,or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. So long as Licensee is not in default at the expiration of the term of this Agreement(as may be subsequently renewed), this Agreement shall renew for thirty(30) years under the terms and conditions set forth herein. 6. 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/OR PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE, OR LOCATION OF THE ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE 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. LICENSEE 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 THE ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 7. 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 ROW Encroachment Agreement-Commercial(River Park) Page 3 4847-6667-1981,v.5 Revised 12/2018 D222190691 Page 12 of 31 occupancy of public property as located and described in Exhibit A. The amounts of such insurance shall be not less than $1,000,000 Commercial General Liability I 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 immediately following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least thirty(30) days prior written notice to the Building Official of the City. A copy of such Certificate of Insurance is attached as "Exhibit B" and incorporated herein for all purposes. Licensee agrees to submit a similar Certificate of Insurance annually to the City on the anniversary date of the execution of this Agreement. Licensee agrees, binds, and obligates itself and its successors and assigns to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of the Encroachment and the cleaning and restoration of the Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensee's contractors and subcontractors. 8. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Agreement in the real property records of Tarrant County,Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. 9. Licensee agrees to comply fully with all applicable federal, state, and local laws, statutes,ordinances,codes,and regulations in connection with the construction,operation, and maintenance of the Encroachment and uses. 10. 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. ROW Encroachment Agreement-Commercial(River Park) Page.4 4a47-6687-1981,v.5 Revised [2/2018 D222190691 Page 13 of 31 li. 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 ofCity,and Licensee shall have exclusive control of and the exclusive right to control the details of its operations,and all persons performing same,and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The doctrine of respondeat 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. 12. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct,maintain,and locate the Encroachment over or within the 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 property in which a third-party may have an interest. Licensee agrees that it will obtain all necessary permissions before occupying such property. 13. i 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 attorneys' fees. 14. The parties agree that the duties and obligations contained in Section 3 shall survive the termination of this Agreement. 15. Licensee covenants and agrees that it will not assign all or any of its rights, privileges, or duties under this Agreement to any other assignee without the written approval of the City,and any attempted assignment without such written approval shall be void, except as set forth herein. In the event Licensee conveys the Property to any new owner, 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 ROW Encroachment Agreement-Commercial(River Park) Page S 4847-6687-1981,v.5 Revised 12/2019 D222190691 Page 14 of 31 obligations hereunder upon City's approval in writing of such assignment,which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured Iender of Licensee or assignment to a secured lender by Licensee in the event of default or otherwise shall not require City approval provided that said lender notifies City in writing within sixty(60)days of such foreclosure or assignment and assumes all of Licensee's rights and obligations hereunder. However,no change of ownership due to foreclosure or assignment to any secured lender of Licensee shall be effective as to City unless and until written notice of such foreclosure or assignment is provided to City. 16. 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. 17. This Agreement shall be binding upon the parties hereto and their successors and assigns. Following written request therefor, the City agrees to provide a statement to Licensee or Licensee's lender relating to the status of this Agreement and Licensee's performance and compliance with.this Agreement(together with statements as to whether fees due under this Agreement have been paid and whether Licensee is in default under this Agreement). The lien of the assessments provided for in Section 3 hereof shall be subordinate to the lien of any first mortgage and any sale or transfer of the Property shall not affect the assessment lien;provided,however, that the sale or transfer of the Property in connection with a mortgage foreclosure proceeding or any proceeding in lieu thereof,shall extinguish the lien of the assessment, interest, and charges dur prior to such sale or transfer (but in now event shall the prior owner of the Property be relieved of any liability whatsoever for such obligation and debt. Any notice required to be given to Licensee shall be furnished to Licensee at such address (or addresses) as may be specified in writing by Licensee to the City. The initial address for notice to Licensee is 1020 N.E. Loop 410, Suite 700, San Antonio, Texas 79209. ROW Encroachment Agreement-Commercial(River Park) Page 6 4847-6687-1981,v. 5 Revised 12/2018 i D222190691 Page 15 of 31 18. This Agreement may be executed in multiple counterparts,each of which shall be considered an original,but all of which shall constitute one instrument. [SIGNATURES APPEAR ON FOLLOWING PAGES] ROW Encroachment Agreement-Commercial(River Park) Page 7 4847-6687-1981,v.5 Revised 12/2018 D222190691 Page 16 of 31 city: CITY OF FORT WORTH By: Randle Harwood, Director Plannina& evelopment Date: . p �.. . ` ATTEST: Approved As To Form and Legality ity Secretar " Matthew A.Murray Assistant City Attorney 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 and reporting requirements. l' S Janie S. Morales Development Manager ROW Encroachment Agreement-Commercial(River Park) Signature Page 4847-6687-1981,v.5 Revised 1.2r2018 D222190691 Page 17 of 31 "'r-TIRS PAGE FOR CITY OF FORT NVORT11 01A ICE USE ONTY"', I I STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and forthe State of �fi� -ki6 c>� a.04 `h Texas, on this day personalty appeare andle Harwood,known to m Noe the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed,as the act and deed of the City of Fort Worth,and in the capacity therein stated. GNEN UNDER MY HAND AND SEAL OF OFFICE thisaday of 20�. JENNIFER LOUISE EZERNACK :i�,� �z°; Bit, Notary Public.State of Texas Not Public and for the State of Texas "' Comm.Expires 03-01-2024 +: ri�p1111,�. Notary ID 130581030 After recording return to: Planning&Development Development Coordination Office 200 Texas Street Fort Worth,Texas 76102 ROW Encroachment Agreement-Commercial(River Park) Signature Page 4647-6667-1981,v.5 Revised 12/2018 D222190691 Page 18 of 31 Licensee: FORT WORTH AT RIVER PARK,LLC, a Delaware limited liability company By: RPBI-GP,LLC, a Texas limited liability company, its Managing Mem By: Name: 7hA Title: .11e_ 14i e STATE OF TEXAS § COUNTY OF BEXAR § The foregoing instrument was acknowledged before me this _14�-day of December 2019 by kekt, ll,u—&..y,I ,, of RPBI-GP,LLC, a Texas limited liability company, Managing Member. of FORT WORTH AT RIVER PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company. KIMBERLY MAGNON !'4--ten?Notary Public,State of Taxas (, A Comm.Expires 10-17-2021 p'tary P 661ic Notary ID 128149145 My Commission Expires: ROW Encroachment Agreement-Commercial(River Park) Signature Page 4847-6687-1981,v.5 Revised 12/2018 D222190691 Page 19 of 31 EXHIBIT A Map of Public Right-of-Way and Encroachment I ROW Encroachment Agreement-Commercial(River Park) Exhibit A 4847-6687-1981,v.5 Revised 12/2018 D222190691 Page 20 of 31 2 } t3C i r1p5 O� �a �p z PPR � PROJECT LOCATION VICINITY MAP OWNER: iil1 PELOTON EMBREY PARTNERS, LTD. TWO LAND aoLur[eNs riaasH 9800 HILLWOOD PARKWAY 1020 NE LOOP 410,SUITE SUITE 250 700 NOT TO SCALE RIVER PARK APARTMENTS SAN ANTONIO,TX 78209 FORT WORTH,TX 76177 RATE: 0 711 9/2 0 1 9 PHONE&210.824.5044 PHONE:817-562-3350 D222190691 Page 21 of 31 ".V 0 V 0 cl C>O 646m Z Z cl w � t� � �� Z z d t j Q LU w LL F- Z LLI 909 v llz— Zoo L) a_ .1 LU co low WeDin uo 03� w to 400 kqq Q-J A09, to� < to tD in D 4 LU C09 I IN\ i t -J(D zz oi- Os .j LL, D222190691 Page 22 of 31 G z � Q i cy u�n _ € •. x z � - ' 4 U J J ce W Z CL �O za0n as a[z's 1r �yt• '- j{ a I ZLL K to Q 7� ...._€ice j u 1 f• -� -_j i 17 'r t�, `fir,•:{; ��ll 1 �1._3 � C u, LLI H C7 r �v= � �- v��vE� _r� _••I� ...1 o L! [ E [ I g Q ,-.-.-.._: to [f�f-I E-to I :' Ill IIl1-� - (I a N+ !j IyG ill,-=-=•� �Di3� I If r f Qm;-3f€ I N N t€ a j Z rrE Ills r ! i` °`I E�l a CIO E= =j cl J fY F LU T 03 Zi W_0 �mz Q)3 I ai= awoc LIJ al- m --- z a iA U EY N N V N� r ' 0 IX \][� V J 0 J o W ; wexzi r+oneu.m��a�a D222190691 Page 23 of 31 EXHIBIT OF A WALL ENCHROACHMENT AGREEMENT BEING A TRACT OF LAND SITUATED IN THE HEIRS OF EDWARD WILBURN SURVEY,ABSTRACT NUMBER 1635 TARRANT COUNTY,TEXAS,BEING A PART OF BRYANT IRVIN ROAD(A VARIABLE WIDTH RIGHT-OF-WAY)AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A 5/8 INCH IRON ROD FOUND CAP STAMPED"DUNAWAY"IN THE WEST LINE OF SAID BRYANT IRVIN ROAD AND THE SOUTHEAST CORNER OF A TRACT OF LAND DESCRIBED BY DEED TO FORT WORTH AT RIVER PARK,LLC. RECORDED IN INSTRUMENT NUMBER D219293477,COUNTY RECORDS,TARRANT COUNTY,TEXAS; I THENCE N 06"42'48"W,202.53 FEET WITH SAID BRYANT IRVIN ROAD,TO THE POINT OF BEGINNING; I THENCE N 06`42'48"W,3556 FEET; THENCE DEPARTING SAID WEST LINE OF BRYANT IRVIN ROAD,OVER AND ACROSS SAID BRYANT IRVIN ROAD THE FOLLOWING BEARINGS AND DISTANCES: S 88-49'06"E,58.50 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE WITH SAID CURVE TO THE RIGHT HAVING AN ARC DISTANCE OF 69.24 FEET, THROUGH A CENTRAL ANGLE OF 0016'28",HAVING A RADIUS OF 14,459.35 FEET,THE LONG CHORD WHICH BEARS S 03659'49"W,69.24 FEET; N 86"14'56"W, 10.08 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE WITH SAID CURVE TO THE RIGHT HAVING AN ARC DISTANCE OF 30.61 FEET, THROUGH A CENTRAL ANGLE OF 70°08'40",HAVING A RADIUS OF 25,00 FEET,THE LONG CHORD WHICH BEARS N 26°36'35"W,28.73 FEET; N 54"24'54"W, 14.59 FEET; THENCE N 89°31'05"W, 14.71 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,546 SQUARE FEET OR 0.058 ACRES OF LAND MORE OR LESS. "Integral parts of this document" 1.Descriptlon 1 Page 2.Exhibit•1 Page Peloton!ob No.EMB1900I Tracking No.n!a Frisco December 23,2019 G:VOBIEMB19001 RIVER- OAKS APTS1MAS'rER DEA SURVEY%EASEit-N7'S1l.F.GALS%EMB11001 EA9.i OCX Page I or2 D222190691 Page 24 of 31 MBasis of Bearing is the Texas Coordinate i System, North Centro! zone 4202, NAD 83 "Integral parts of this document" 1. Description — 1 Page z2, Exhibit — i Page 0 25 50 n LEGEND: 0 IRF=IRON ROD FOUND CRAPIaC.SCALE IN FEET CIEggS TOO1014 R 1 0,058 ACRES BARD NEE 2,546 SQUARE FEET p1r) , A CT S86'49'O6"E 58,50' N06.42'48"W 35.56'POINT OF BEGINNING L3 L1 Ctf o FORT WORTH AT 0 ,►, RIVER PARK, LLC. R'-t Inst.# D219293477 I C.R.T.C.T. I w N06.42'48"W cd 202.53' } J 151s• IRF cap LINE TABLE staspeo 'Ounacaay• NO. BEARING LENGTH POINT OF L1 N86.14'56'W 10.08' 00 COMMENCING L2 N54'24'54"W 14.59' „ � .OFT^•'Ek9 L3 N89.3i'o5"w 14.71' EN �SBY CURVE TABLE G..&QUeS gjEpH „ ,,,... w10 \ N0. DELTA RADIUS LENGTH CHORD BEARING CHORD v; o '•.00 V& � � C1 0'16'28" 14459.35' 69.24' S03'59'49"W 69.24' Q �J `q��l?S�]RJ� ��v C2 70'08'40" 25,00' 30.61, N26'36'35"W 28,73' a ` o EXHIBIT OF A WALL ENCHRQACHMENT AGREEMENT HEIRS OF EDWARD WILBURN SURVEY, ABSTRACT NO. 1635 CITY OF FORT' WORTH n E LOTO N TARRANT COUNTY, TEXAS Mir LAND SOLUTIONS tT000FtX 7603r.6u-213-I JOB#: EMB19001 DRAWN BY: MYOST CHECKED BY:SRAMSEY DATE: t0107120t9 PAGE#:2 OF 2 rlusco,TxTaoOa sas21s1eeo OrM NAM. CEV SURNTY ASEJL'EtITSNEIaal9©0l...ets.nrc RIOT OATS: 12/23/2019 D222190691 Page 25 of 31 EXHIBIT B Certificate of Insurance i ROW Encroachment Agreement-Commercial(River Park) Exhibit 8 4847-6687-1981,v.5 Revised 12/2018 D222190691 Page 26 of 31 EXHIBIT C Metes and Bounds Legal Description of the Property ROW Encroachment Agreement-Commercial(River Paris) Exhibit C 4847-6687-1981,v.5 Revised 12/201.8 D222190691 Page 27 of 31 LEGAL DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE HEIRS OF EDWARD WILBURN SURVEY,ABSTRACT NUMBER 1635 AND BEING ALL OF THAT TRACT OF LAND DESCRIBED BY HEED TO FORT WORTH AT RIVER PARK, LLC. RECORDED IN INSTRUMENT NUMBER D219293477,COUNTY RECORDS,TARRANT COUNTY,TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID FORT WORTH AT RIVER PARK TRACT, BEING IN THE NORTH RIGHT-OF-WAY LINE(A VARIABLE WIDTH RIGHT-OF-WAY)OF RIVER PARK DRIVE,BEING THE SOUTHEAST CORNER OF LOT 1,BLOCK 2,RIVER PARK ADDITION,AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN CABINET B,SLIDE 3083,SAID COUNTY RECORDS,FROM WHICH A 1/2 INCH IRON ROD FOUND BEARS S 75°01'35'W,0.19 FEET; THENCE N 40°09'16"W,DEPARTING SAID NORTH RIGHT-OF-WAY,WITH THE EAST LINE OF SAID RIVER PARK ADDITION,AT 353.13 FEET A 5/8 INCH IRON ROD FOUND BEING THE SOUTHEAST CORNER OF LOT 6,BLOCK 2 RIVER PARK ADDITION,AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN CABINET A,SLIDE 11263,SAID COUNTY RECORDS, IN ALL 634.92 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED"DUNAWAY"FOUND AT THE NORTHEAST CORNER OF SAID LOT 6,BLOCK 2; THENCE N 66013'59"E,86.08 FEET, DEPARTING SAID WEST LINE,TO A 5/8 INCH IRON ROD WITH CAP STAMPED"DUNAWAY"FOUND IN THE SOUTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO UNION PACIFIC RAILROAD COMPANY AS RECORDED 1N VOLUME 13215,PAGE 130,SAID COUNTY RECORDS; THENCE N 89'17'44"E,646.50 FEET,WITH SAID SOUTH LINE,TO A 5/8 IN IRON ROD WITH CAP STAMPED "DUNAWAY" FOUND IN THE WEST RIGHT-OF-WAY OF BRYANT IRVIN ROAD(A VARIABLE WIDTH RIGHT-OF-WAY); THENCE S 06°42'48"E,434.79 FEET, DEPARTING SAID SOUTH LINE,WITH SAID WEST RIGHT-OF-WAY,TO A 5/8 INCH IRON ROD WITH CAP STAMPED"DUNAWAY" FOUND IN THE NORTH RIGHT-OF-WAY LINE OF SAID RIVER PARK DRIVE,THE BEGINNING OF A CURVE TO THE RIGHT; THENCE WITH SAID NORTH RIGHT-OF-WAY LINE AND SAID CURVE TO THE RIGHT,AN ARC DISTANCE OF 52.14 FEET,THROUGH A CENTRAL ANGLE OF 37"20'25",HAVING A RADIUS OF 80.00 FEET,THE LONG CHORD WHICH BEARS S 44°11'07"W,51.22 FEET TO A 5/8 INCH IRON ROD STAMPED"PELOTON" FOUND; THENCE S 62041'06"W, 19.11 FEET TO WITH SAID NORTH RIGHT-OF-WAY LINE TO THE BEGINNING OF A CURVE TO THE RIGHT FROM WHICH A 1/2 INCH IRON ROD FOUND BEARS S 22"35'50"W,0.66 FEET; THENCE CONTINUING WITH SAID NORTH RIGHT-OF-WAY LINE AND SAID CURVE TO THE RIGHT,AN ARC DISTANCE OF 135.12 FEET,THROUGH A CENTRAL ANGLE OF 26-41-47",HAVING A RADIUS OF 290.00 FEET,THE LONG CHORD WHICH BEARS S 76-01'46"W, 133.90 FEET TO A 5/8 INCH IRON ROD STAMPED "DUNAWAY"FOUND,THE BEGINNING OF A REVERSE CURVE TO THE LEFT; THENCE WITH SAID NORTH RIGHT-OF-WRY LINE AND SAID CURVE TO THE LEFT,AN ARC DISTANCE OF 185.14 FEET,THROUGH A CENTRAL ANGLE OF 05-17-08", HAVING A RADIUS OF 1084.00 FEET,THE D222190691 Page 28 of 31 LONG CHORD WHICH BEARS S 84'19'40"W,184.92 FEET"TO THE POINT OF BEGINNING AND CONTAINING 285,307 SQUARE FEETOR 6.549 ACRES OF LAND MORE OR LESS. r D222190691 Page 29 of 31 i MARY LOUISE NICHOLSON ' COUNTY CLERK 100 Nest Weatherford Fort Worth,TX 76196-0401 PHONE(817)884-1195 CITY OF FORT WORTH 200 TEXAS ST FT WORTH,TX 76102 Submitter. CITY OF FORT WORTH CFA OFFICE DO MIDESTRO WARNING - THIS IS PART OF ;I•HE OLFIC/AL RECORD. Filed For Registration: 1/14/2020 11:28 AM Instrument#: D220009424 A 21 PGS $9&00 By. D220009424 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. D222190691 Page 30 of 31 EXHIBIT B,REVISED CERTIFICATE OF INSURANCE i i i Encroachment Assignment Agreement Page 9 of 9 Rev 04/2020 r D222190691 Page 31 of 31 Page 1 of 1 CERTIFICATE 4F LIABILITY INSURANCE °07/118/20"2' 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 Ileu of such endorsernent(s). PRODUCER CONTACT Willis Towers Watson Certificate Center Willis Tourers Watson Northeast, Inc- NAME: PHONE , 1-817-945-7378 FAx 1-888-467-2378 a/o 26 Century Blvd A!C No E-MAIL certificatesewillis.com P.O. Sox 305191 ADDRESS: Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NA1C4 INSURER A: Endurance Assurance Corporation 11551 INSURED INSURER B: TA Realty Value-Add Fund XIII REIT, LLC c/o Robert N. Currey i Associates, Inc. INSURER C: One Beacon Street, 22nd Floor INSURER D: Boston, NA 02108 INSURER E; INSURER F COVERAGES CERTIFICATE NUMBER:W25443821 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 ADDL SUER POLICY POLICYNUMBER MMIDD EFF POLICY EXP LTR TYPE OF INSURANCE2Mffln LIMITS X COMMERCIAL GENERALLIABILIIY EACH OCCURRENCE $ 1,000,0()0 CLAIMS-MADE OCCUR DAMAGE TO RENTED Ea occurrence 11000,000 PREMISES $ A X Includes Terrorism MEDEXP(Any one person) $ 1,000 X No Deductible or retention GGRIC012311804 12/31/2021 12/31/2022 PERSONAL 9ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY D JECOT- F LOC PRODUCTS-COMPlOPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per acc ident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION IPER OTH- AND EMPLOYERS'LIABILITY YIN I STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS)VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Ste: 2500 River Park Dr, Fort Worth, TX 76116 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Worth CPA Office PN22-00098 and PN22-00099 AUTHORIZED REPRESENTATIVE 200 Texas Street Fort Wax", TX 76102 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR ID: 22847581 nATcs: 2598433