HomeMy WebLinkAboutContract 59152Date Received:
Time Received:
3/31/2023
8:52 a.m.
Record Number: PN22-00103
City Secretary No.: 59152
PUBLIC PROPERTY RIGHT-OF-WAY ENCROACHMENT LICENSE
AGREEMENT
TIER II
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 Director of the Development
Services Department, and GPIF CD Office LLC, a Delaware limited liability company
("Licensee").
RECITALS
WHEREAS, Licensee is the owner of the Office Master Unit of the Cultural District
Master Condominium established pursuant to that certain Declaration of Condominium Regime for
Cultural District Master Condominium established on October 5, 2021 and recorded at Document
No. D221290606 in the real property records of Tarrant County, Texas and located at the real
property located at 3230 Camp Bowie Boulevard, Fort Worth, Texas 76107 ("Property"),
being more particularly described in the attached Exhibit "A" which is incorporated herein
for all purposes; and
WHEREAS, the City owns a right-of-way (the "Public Property") adjacent to the
Property as shown in the attached Exhibit "B," which is incorporated herein for all
purposes, and as recorded in the plat records, Volume 204, page 104 of Tarrant County;
and
WHEREAS, Licensee desires to construct, place, and maintain certain
improvements which will encroach in, on, above, or below the Public Property; 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 City's Public Property as described in and at the location shown on Exhibit
"C," but only to the extent shown thereon, for the purpose of constructing, installing, and
Tier 11 ROW Encroachment Agreement
PN22-00103
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 15
Revised 11 '2020
maintaining a 15.52 square foot building overhang (the "Encroachment"). Upon
completion of the Encroachment, Licensee agrees to be responsible for maintaining the
Encroachment within the Public Property. Licensee shall not expand or otherwise cause
the Encroachment to further infringe in or on the Public Property beyond what is
specifically described in Exhibit "C."
2.
All construction, installation, maintenance, and operation of the Encroachment and
the use or occupancy of the Public Property shall comply with and be performed in strict
compliance with this Agreement and with the charter, ordinances, codes, and policies of
the City. Prior to the construction or installation of the Encroachment, Licensee shall
submit all plans and specifications for the Encroachment to the Director of the Development
Services Department or his or her duly authorized representative. Licensee shall not
commence construction or installation of the Encroachment nor make any use of the Public
Property until after the approval of the plans and specifications.
3.
Licensee, at no expense to the City, shall make proper provisions for the relocation
and installation of any existing or future utilities affected by such Encroachment and the
use and occupancy of the Public Property, including the securing the approval and consent
of the appropriate utility companies and 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 or constructed by or on behalf of the
public or at public expense is made more costly by virtue of the construction, maintenance,
or existence of the Encroachment and use of Public Property, Licensee shall pay to City an
additional amount equal to such additional cost as determined by the Director of
Transportation and Public Works, the Director of the Water Department, the Director of
the Development Services Department, or their duly authorized representative.
4.
Licensee agrees that City may enter and utilize the Public Property at any time for
any public purpose, including installing, repairing, replacing, or maintaining improvements
to its public facilities or utilities necessary for the health, safety, and welfare of the public.
The City shall have no responsibility or liability for any damages related to the
Encroachment resulting from the City's use of the Public Property; however, the City shall
make reasonable efforts to minimize such damage.
5.
Upon termination of this Agreement, Licensee shall, at the option of and at no
expense to the City, remove the Encroachment and, to the extent the removal of the
Encroachment results in any damage to the Public Property to be determined by the City in the
Tier II ROW Encroachment Agreement
Page 2 of 15
PN22-00103 Revised 11 '2020
City's sole discretion, restore the Public Property to a condition acceptable to the Director of
Transportation and Public Works, the Director of the Water Department, the Director of
the Development Services Department or their duly authorized representative. Any such
removal of the Encroachment shall be in accordance with then -existing City regulations
and policies. It is understood and agreed to by Licensee that if this Agreement terminates
and Licensee fails to remove the Encroachment and restore the Public Property to the extent
required by this Agreement, Licensee hereby gives City permission to remove the
Encroachment and any supporting structures from the Public Property, to restore the Public
Property, and to assess a lien on the property seek reimbursement from Licensee for the costs
expended by the City in taking such actions.
6.
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
Encroachment and use of Public Property as provided for by this Agreement, prior to the
date hereof, Licensee has paid to the City an application fee in the sum of Seven Hundred
Dollars ($700.00). Additionally, Licensee agrees to pay a fee in the amount of $2.00 per
square/linear foot of the encroachment area (the "Annual Fee"), upon execution of this
Agreement and annually thereafter; provided that such Annual Fee may be prepaid in advance
by Licensee at any time, in Licensee's sole discretion.
7.
The term of this Agreement shall be for sixty (60) years, commencing on the date
this Agreement is executed by City. However, the City may terminate this Agreement
upon Licensee's noncompliance with any of the terms of this Agreement. City shall notify
Licensee in writing of any such noncompliance and if Licensee does not cure the
noncompliance within thirty (30) days of notice from City, the City may terminate this
Agreement. However, the City may, at its sole option, allow the Agreement to remain in
effect so long as Licensee has taken reasonable measures to cure the noncompliance or is
continuing to diligently attempt to remedy the noncompliance.
8.
It is further understood and agreed between the parties hereto that the Public
Property to be used and encroached upon is held by City as trustee for the public; that City
exercises such powers over the Public Property as have been delegated to it by the
Constitution of the State of Texas or by the Texas Legislature; and that City cannot contract
away its duty and its legislative power to control the Public Property 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 Public
Property to be used for any other public purpose, including but not being limited to
underground, surface, or overhead communication, drainage, sanitary sewerage,
Tier II ROW Encroachment Agreement
PN22-00103
Page 3of15
Revised 1 1'2020
transmission of natural gas or electricity, or any other public purpose, whether presently
contemplated or not, that the parties agree to negotiate in good faith in order to
accommodate both the Encroachment and the public purpose.
9.
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.
10.
While this Agreement is in effect, Licensee agrees to furnish City with a Certificate
of Insurance naming City as certificate holder as proof that is 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 "C." The amounts of
such insurance shall be not less than
$1,000,000
with the understanding and agreement by Licensee that such insurance amounts may be
revised upward at City's option and that Licensee shall so revise such amounts immediately
following written notice to Licensee of such requirement. 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 restoration of the Public Property. All insurance coverage required
herein shall include coverage of all Licensee's contractors and subcontractors involved in
installing, repairing, replacing, or maintaining the Encroachment.
Tier II ROW Encroachment Agreement
PN22-00103
Page 4 of 15
Revised 11'2020
11.
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 the county in which the Encroachment is located. After being
recorded, the original shall be returned to the City Secretary of the City of Fort Worth.
12.
Licensee agrees to comply fully with all applicable federal, state, and local laws,
statutes, ordinances, codes, and regulations in connection with the construction, operation,
and maintenance of the Encroachment and use of the Public Property.
13.
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.
14.
Licensee covenants and agrees that it shall operate hereunder as an independent
contractor as to all rights and privileges granted hereunder and not as an officer, agent,
servant, or employee of City, and Licensee shall have exclusive control of and the exclusive
right to control the details of its operations, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors, subcontractors, licensees, and invitees. The doctrine of 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.
15.
Licensee agrees and acknowledges that this Agreement is solely for the purpose of
permitting Licensee to construct, maintain, and locate the Encroachment over or within the
Public Property and is not a conveyance of any right, title, or interest in or to the Public
Property, nor is it meant to convey any right to use or occupy property in which a third -
party may have an interest. Licensee agrees that it will obtain all necessary permissions
before occupying such property.
16.
Tier II ROW Encroachment Agreement
PN22-00 103
Page 5 of 15
Revised 11 '2020
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.
17.
The parties agree that the duties and obligations contained in Section 5 shall survive
the termination of this Agreement.
18.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges, or duties under this Agreement without the written approval of the City, and
any attempted assignment without such written approval shall be void. Foreclosure by a
secured lender 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.
Notwithstanding the foregoing, Licensee may, without prior written consent, assign any or
all of its rights, privileges or duties hereunder to an affiliate (defined as an entity under common
control with Licensee) or to the purchaser of the property ("Allowed Assignment"). In the event
of an Allowed Assignment, Licensee will notify the City by providing Proper Notice as defined
below of such Allowed Assignment. "Proper Notice" under this Agreement will require that the
notice by the Licensee be (i) submitted within fifteen (15) days of such assignment; (ii) in writing;
(iii) submitted via certified mail at the then -current address of the City (currently 200 Texas Street,
Fort Worth, TX 76102); and (iv) directed to "Attn: Director, Development Services, Contract
Management". If Proper Notice of an Allowed Assignment occurs, the new owner shall be deemed
to have accepted Licensee's rights, duties, and obligations hereunder, this Agreement shall be
deemed assigned with regard to the applicable Property, and the new owner will be required to
provide an updated Certificate of Insurance in accordance with the terms of this Agreement. In the
event of an Allowed Assignment, Licensee shall automatically be released from any further
obligation or liability under this Agreement. If Proper Notice of an Allowed Assignment is not
provided as defined above, then such assignment shall be void.
19.
Any cause of action for breach of this Agreement shall be brought in Tarrant
County, Texas. This Agreement shall be governed by the laws of the State of Texas.
20.
Tier II ROW Encroachment Agreement
PN22-00103
Page 6 of 15
Revised 11'2020
This Agreement shall be binding upon the parties hereto and their successors and
assigns.
21.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE'
Tier II ROW Encroachment Agreement
PN22-00103
Page 7 of 15
Revised 11'2020
City:
CITY.1?F F9,RT WORTH
By�J larrcll(Mar 23,202315.40CDT)
D.J. Harrell, Director of the
Development Services Department
Date: Mar 23, 2023
Licensee:
GPIF CD Office LLC,
a Delawa d liability company
B
Name: Ke,L) IV\ C.7mot,
Title: r V,, ,,Prscl'/1.1- — 5,7-dcio _n.-I—
Date: 02 /O7/Z025
Tier II ROW Encroachment Agreement
PN22-00103
Page 8 of 15
Revised 11'2020
ATTEST:
�w..r..�.. A tC D„"
Jannette Goodall,
City Secretary
Date: Mar 31, 2023
Tier II ROW Encroachment Agreement
Approved As To Form and Legality
Jeremy Anato-Mensah
Thomas Royce Hansen
Assistant City Attorney
Date:
Mar 15, 2023
Contract Compliance Manager:
By signing I acknowledge that 1 am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Rebecca Diane Owen (Mar 16, 2023 07:55 CDT)
Date: Mar 16, 2023
Rebecca Owens
Development Services
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
PN22-00103
Page 9 of 15
Revised 1 1 /2020
Me I :l by vaei OW 1 r4SJ DI ILIJ KIM:411111 al Di Lei BLIJ.y Blue w'
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared D.J. Harrell, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
March
Bichson
Nguyen
Notary Public in
, 20 23
Digitally signed by
Bichson Nguyen
Date: 2023.03.24 09:59:00
-05'00'
and for the State of Texas
After recording return to:
Development Services Department
Development Coordination Office
200 Texas Street
Fort Worth, Texas 76102
•
Tier II ROW Encroachment Agreement
23rd day of
BICH SON THI NGUYEN
Notary Public
STATE OF TEXAS
Notary I.D. 133389224
My Comm. Exp. Oct. 13, 2025 '
PN22-00103
Page 10 of 15
Revised 1 1 /2020
STATE OF �:71LA . 5 §
COUNTY OF ' Q / ( Q 5 §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
TC_Xo.s , on this day personally appeared 1�c,\rl Cc-u (,. , the S GPTF
CD Office LLC, a Delaware limited liability company, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he or she
executed the same for the purposes and consideration therein expressed, as the act and deed
of GPTF CD Office LLC, a Delaware limited liability company, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14h day of ' „e-hr+uq(A.y
1
20 A.3 .
Notary Public in and for the
State of
Tier II ROW Encroachment Agreement
011"o, LINDA M. WILLIAMS
Notary Public, State of Texas
=A4'? Comm. Expires 07-26-2028
7/•,,,°;,5 Notary ID 129898333
PN22-00 103
Page 11 of 15
Revised 1 1 '2020
EXHIBIT A
Description of the Licensee's Property
The Office Master Unit, of Cultural District Master Condominium, a condominium project in
Tarrant County, Texas created pursuant to that certain Declaration of Condominium Regime for
Cultural District Master Condominium, recorded as Document No. D221290606, of the Official
Public Records of Tarrant County, Texas, as amended from time to time (collectively, the
"Declaration"), together with an undivided interest in the Common Elements (as defined in the
Declaration) appurtenant thereto.
Tier II ROW Encroachment Agreement
PN22-00103
Page 12 of 15
Revised 11 /2020
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EXHIBIT B
Depiction of the Public Property
Tier II ROW Encroachment Agreement
PN22-00103
Page 13 of 15
Revised 11'2020
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Tarrant County, Texas, Volume: 204, Page: 104
Tarrant County Plat Volume 204 B Page 4
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the Atlington Boulevard , as recently altered by the I, 1011 n Cs-rt of Tarr.nt Con',; Thence :it1 the line of ..,.1.1"ssaley..rd,' e.F. tC 9 i,1-,e2 of bes!n•ln,l, and hereby ledicats,
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EXHIBIT C
Depiction and description of the Encroachment
Tier II ROW Encroachment Agreement
PN22-00103
Page 14 of 15
Revised 11 '2020
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550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107
Tel: 817.335.1121
(TX REG. F-1114)
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FORT WORTH, TEXAS
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CRESCENT CULTURAL DISTRICT OFFICE
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EXHIBIT D
Certficate of Insurance
Tier II ROW Encroachment Agreement
PN22-00103
Page 15 of 15
Revised 11 /2020
Signature:
Email: Jeremy.AnatoMensah@fortworthtexas.gov