Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 45807-CA1
Date Received: 4/6/2023 Time Received: 10:10 a.m. Record Number: PN22-00129 City Secretary Number: 45807-CAI ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 45807 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 7th day of April , 20 23 , by and between the CITY OF FORT WORTH, a Texas home -rule municipal corporation ("C"), Carlyle/Cypress West 7t", LP, a Delaware limited partnership ("Assignor"), and Block Younger, LLC, a 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. 45807 (the "Encroachment Agreement"), on the 31st day of July, 2014, 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 8th day of August, 2014, as Instrument No. D214178358 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. 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 Encroachment Assignment Agreement OFFICIAL RECORD page 1 of 9 CITY SECRETARY Rev 04/2020 FT. WORTH, TX 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 Parry 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 Parry at the address set out below or at such other address as the receiving Parry designates by proper notice to the sending Party. Ci1y Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor Carlyle/Cypress West 7t'° LP 816 Foch Street Fort Worth, TX 75201 Attn: Stacy Hollingsworth Encroachment Assignment Agreement Page 2 of 9 Rev 04/2020 Assignee Block Younger, LLC 14643 Dallas Pkwy Ste 950, LB58 Dallas, TX 75254 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 9 Rev 04/2020 ASSIGNOR: Carlyle/Cypress West 7', LP, a Delaware limited partnership by: Carlyle/Cypress West 7"' GP, LLC, a Delaware limited liability company, its general partner by: Carlyle/Cypress Retail 1, LP, a Delaware limited partnership, its sole member by: Carlyle Retail I GP, LLC, a Delaware limited liability company, its general partner By: Name: JADE NEW11URN Title: Date: STATE OF _ Washington-,— COUNTY 0 Pistrict of Colurtia AUTHORIZED PERSON This instrument was acknowledged before me by AvhujA , as the Carjq if P M--6[z74?nf a on behalf of said corporation. 1 "M " 11461 b Cc'luf qfij r' Notary "Public, STACY M. WEINER NOTARY PUBLIC DISTRICT OF COLUMBIA MY Commission Expires November 30,2026 Encroachment Assignment Agreement Page 4 of 9 Rev 04/2020 ASSIGNEE: Block Younger LLC, a Delaware limited liability company By: Name: U Title: ® ipr Date: VIOLY (.V ` 10, L02,3 State of Tip as ss: County of n(,l l NCO ) On this Q day of M WCk , 2023, this instrument was acknowledged I before me, the undersigned, notary public, personally appeared V1o04, U K , the Co- CS1 -$ of BLOCK YOUNGER LLC, a Delaware limited liability compdny, on behalf of said limited liability company. L te �- Notary Public My Commission Expires: C'� 1 � -�1. A� '_3 VICKIE WILTCHER [ Notarial Seal Notary Public, State of Texas Comm. Expires 03-16.2023 '"711O; %%V Notary ID 130154090 Encroachment Assignment Agreement Page 5 of 9 Rev 04/2020 APPROVED AS TO FORM AND LEGALITY: CITY OF FORT WORTH DJ Harrell (Apr 5, 2023 09:32 CDT) FWBC Sec. 3210 DJ Harrell, Director Thomas Royce Hansen, Assistant City Attorney Development Services Department City Attorney's Office Date: Apr 3, 2023 ATTEST: � 3 Jannette Goodall City Secretary (M not Required) Date: Apr 6, 2023 Date: Apr 5, 2023 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. Rebecca Diane Owen (Apr 3, 2023 10:42 CDT) Date: Apr 3, 2023 Rebecca D. Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Encroachment Assignment Agreement Page 6 of 9 Rev 04/2020 STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on20o-6by 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. k.VP&.,, BROOKE BONNELL `do's Notary Public, State of Texas ','r1= Comm. Expires 10-11-2026 Notary ID 134009625 Encroachment Assignment Agreement Notary Public, State of Texas Page 7 of 9 Rev 04/2020 EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 8 of 9 Rev 04/2020 lu Page 1 of 61 FORI"WORTU., RIGHT OF WAY ENCROACHMENT AGREEMENT (COMMERCIAL) THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a home rule municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized City Manager, its duly authorized Assistant City Manager or its Planning and Development Department Director, hereinafter referred to as "City", and Carlyle/Cypress West 7th LP, a Delaware limited partnership , acting herein by and through its duly authorized general partner, Carlyle Retail I GP, L.L.C., a Delaware limited liability company, hereinafter referred to as "Licensee", Owner of the property located at 2821 West 7th Street, 913 Currie Street, 815 Norwood Street and 921 Norwood Street, Fort Worth, Texas 76107 described on Exhibit "C" attached hereto and contained within the property shown on the site plan attached hereto as Exhibit "D" ("Property'). AGREEMENT 1. For and in consideration of the payment by Licensee of the fee set out below and the true and faithful performance of the mutual covenants herein contained, City hereby grants to Licensee permission to construct/install and/or allow to remain, certain improvements (the "Improvements", whether one or more) that encroach upon, use and/or occupy portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights -of -way (collectively, the "public right-of-way"), such Improvements being described as follows: • Post Mounting Parking Identity Signs • Overhead Parking Garage Entry Signage 2014 ROW Encroachment Agreement -Commercial Page 1 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 1 Of 61 Page 2 of 61 * Project Information Directories * Overhead Paseo Identity Sign * Crockett Street and Currie Street Intersection Iconic Ring • Crockett Square Canopy * Streetscape Art Icons * Streetlamp Light Bollards The location and description of the Improvements and the encroachment are more particularly described or depicted in Exhibit "A", attached hereto and incorporated herein for all purposes. 2. All construction, maintenance and operation in connection with the Improvements and their use and occupancy shall be performed in strict compliance with this Agreement and the 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 her duly authorized representative. All plans and specifications for the Improvements shall be subject to the prior written approval of the Director of Transportation and Public Works, or his or her duly authorized representative, but such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of the construction and installation of the Improvements, there shall be no other encroachments in, under, on or above the surface area of the public right-of-way, except as described herein and depicted on Exhibit "A". 4. 2014 ROW Encroachment Agreement -Commercial Page 2 of 20 Rev. 04/2014 A *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 2 Of 61 Page 3 of 61 Licensee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment, use and occupancy, including 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 the construction, maintenance or existence of such encroachment and use, Licensee shall pay to City an 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. 2014 ROW Encroachment Agreement -Commercial Page 3 of 20 Rev. 04/20I4 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 3 Of 61 Page 4 of 61 5. Upon prior written notice to Licensee, except in the case of an emergency, City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Licensee understands and agrees that City shall bear no responsibility or liability for damage or disruption of the Improvements, but City shall make reasonable efforts to minimize such damage. 6. Licensee agrees to pay to City an application fee of $325.00 at the time this Agreement is requested in order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement. 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 of the non-compliance in writing, and if Licensee has not cured within 30 days of such notice, 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 in 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- 2014 ROW Encroachment Agreement -Commercial Page 4 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 4 Of 61 Page 5 of 61 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 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 control the public right -of --way for the use and benefit of the public. It is accordingly agreed that if City's governing body at any time during the term hereof determines 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 sewage, 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 under 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. 2014 ROW Encroachment Agreement -Commercial Page 5 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 5 Of 61 Page 6 of 61 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. 12. 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. 13. 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. 14. LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL 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 IMPROVEMENTS AND 2014 ROW Encroachment Agreement -Commercial Page 6 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 6 Of 61 Page 7 of 61 ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES 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 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 S1,000,000 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. Licensee agrees that it shall not cancel or amend such insurance policy 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 2014 ROW Encroachment Agreement -Commercial Page 7 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 7 Of 61 Page 8 of 61 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. 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum 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 of the City of Fort Worth. 17. City shall be entitled to recover interest and .reasonable attorney's fees in any action brought by the City for the enforcement of Licensee's obligations. 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 Manager or his or her designee. Any attempted assignment without prior written approval shall be void. In the event Licensee conveys the Property, Licensee may assign in writing 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 shall not require City approval provided that said lender notifies City in writing within 60 days of such foreclosure or assignment in event of default 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. 2014 ROW Encroachment Agreement -Commercial Page 8 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 8 Of 61 Page 9 of 61 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATIONS CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. This Agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED this301 day of July, 2014. [SIGNATURES APPEAR ON FOLLOWING PAGE1 2014 ROW Encroachment Agreement -Commercial Page 9 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 9 Of 61 Page 10 of 61 City Licensee City of Fort Worth Planning & Development Director ATTEST: 2014 ROW Encroachment Agreement -Commercial Carlyle/Cypress West 7Ih, LP, a Delaware limited partnership By: Carlyle/Cypress West 7f" GP, LLC, a Delaware limited liability company, its general partner By: Carlyle/Cypress Retail 1, L.P., a Delaware limited partnership, its sole member By: Carlyle Retail 1 GP, L.L.C., a Delaware limited liability company, general partner 13y ��2�'� Named Title: YICE PIK-_ ___ ___ Approved As To Form and Legality A. :- Assistant City Attorney Page 10 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 10 Of 61 Page 11 of 61 Consented to and agreed by the undersigned, which owns the property described on Exhibit "E" attached hereto and which is contained within the property shown on the site plan attached hereto as Exhibit "D": Carlyle/Cypress West 7eh II, LP, a Delaware limited partnership By: Carlyle/Cypress West 7"' GP II, LLC, a Delaware limited liability company, its general partner By: Carlyle/Cypress Retail I, L.P., a Delaware limited partnership, its sole member By: Carlyle Retail I GP, L.L.C., a Delaware limited liability company, general partner 21 By: /{ _ �— Name: Title: SOt VICE PRESIDENT 201.4 ROW Encroachment Agreement -Commercial Page 11 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 11 Of 61 Page 12 of 61 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 Randle Harwood, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. CIVEN UNDER MY HAND AND SEAL OF OFFICE th' day of C' 2014. NO ASSANpRA F. FOREMAN Ncrttr►y Pubiic, Stag 4f Texas My Commission Expires %n°Iloa April 26, 2017 Notary Public in and for the State of Texas 2014 ROW Encroachment Agreement -Commercial Page 12 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 12 Of 61 Page 13 of 61 ST7'vT-0E-i-FXAS wasvngont Diatiict of Columbia BEFORE ME, the undersigned authority, a Notary Public in and for the State on this day personally appeared �,,�,j g;��51� _(name) I yicl i� Ai T (title), known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of Carlyle Retail I GP, L.L.C., general partner of Carlyle/Cypress Retail I, L.P., sole member of Carlyle/Cypress West 7ffi GP, LLC, general partner of Carlyle/Cypress West 71h LP and in the capacity therein stated. r GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of J. q 2014 ROW Encroachment Agreement -Commercial Not Public in and for the ti c�* f44 s. �,5i�6CT— U! C%l ix�4�i�ilTf Page 13 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 13 Of 61 Page 14 of 61 District of Columbia C B FORE ME, the undersigned authority, a Notary Public in and for the State-�e� �� "ems, on this day personally appeared (1C/¢� �rS(fis��' (name) �� K t T (title), known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of Carlyle Retail I GP, L.L.C., general partner of Carlyle/Cypress Retail I, L.P., sole member of Carlyle/Cypress West 7'h GP I1, LLC, general partner of Carlyle/Cypress West 7"' 11, LP and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �_ day of _ 2014. N t, y Public in and for the trt. i ?"a, b'tntn of 2014 ROW Encroachment Agreement -Commercial Page 14 of20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 14 Of 61 Page 15 of 61 CONSENT AND SUBORDINATION The undersigned, Canadian Imperial Bank of Commerce, acting through its New York Branch, as Administrative Agent (`Administrative Agent"), as the holder of a lien on that certain real property located at 2821 West 7`h Street and 929 Norwood Street, in Fort Worth, Texas and commonly known as "West 7`h", hereby consents to the foregoing Right Of Way Encroachment Easement (Commercial) attached hereto ( `Agreement ") and agrees that the lien of (i) that certain DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT ("Commercial Deed of Trust"), made by CRP Cypress West 7tb Commercial, L.P., a Delaware limited partnership, and Carlyle/Cypress West 71h, LP, a Delaware limited partnership, to Peter S. Graf, as Trustee, for the benefit of Administrative Agent, dated as of May 27, 2014 and recorded on May 28, 2014 as Document No. D214109328 in the Official Public Records of Tarrant County, Texas, together with all documents executed in connection with such Commercial Deed of Trust, and (ii) that certain DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT ( "Residential Deed of Trust"), made by CRP Cypress West 7th Residential, L.P., a Delaware limited partnership, and Carlyle/Cypress West 7"' II, LP, a Delaware limited partnership, to Peter S. Graf, as Trustee, for the benefit of Administrative Agent, dated as of May 27, 2014 and recorded on May 28, 2014 as Document No. D214109330 in the Official Public Records of Tarrant County, Texas, together with all documents executed in connection with such Residential Deed of Trust, are each subject to and subordinate to the Agreement and that any foreclosure or deed -in -lieu under either the Commercial Deed of Trust or the Residential Deed of Trust shall not extinguish or invalidate the Agreement or the rights, benefits, duties and burdens of the parties thereto and their respective successors and assigns. STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) CANA.DIAN IMPERIAL BANK OF COMMERCE, acting throuA its New York Branch, as Administrative Agent for enders By: e w C . Name: 13avid C. Slade Title: Authorized Signatory On the 28th day of July in the year 2014, before me, the undersigned, personally appeared David C. Slade, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Authorized Signatory, of CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Branch, as Administrative Agent for the Lenders, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument / n Notary Public, State of Illinois ,�PjIY PV9 =OFF CIA, ROSARIO CORRAL w� SEAL MY COMMISSION DFIRES DECEMBER 15, 2015 2014 ROW Encroachment A�)reemem -Commercial Page 15 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 15 Of 61 Page 16 of 61 EXHIBIT "A" Location and Description of Encroachment and Improvement 2014 ROW Encroachment Agreement -Commercial Page 16 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 16 Of 61 Page 17 of 61 a)c", M?IT'ems,, O n " 4§2D v In P c— m n is - I = z - '_ ,m r 'o G i i I I i I I j I am FEZ 100 3 a Iv� I � _ s� c f 3 fie„ E *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 17 Of 61 Page18 of 61 `� � ■ � / \ / _ ^ /(@f . . � �«w ... | M \� \ m (! eg ,. - - -) 2 b �/ /� ■| E � � ;SN ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: Page: e Of 61 Page19 of 61 rn p� \ R G 9 \R ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: Page: e Of 61 Page 20 of 61 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 20 Of 61 Page 21 of 61 0 . r r Io } - ......_ i I ° o \ )I I' I rn y o r it'•5 L.Mm. IM r A iz Y# Im="Sgg� ��m Elm e g e jC *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 21 Of 61 Page 22 of 61 gk N *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 22 Of 61 Page 23 of61 � \\ c�\ W II } /#f ��* ; k #i!;« R; ! I .T .TAR RAN: :zees. ew:eatea Vol: sse;Page: os; e 23 Of 61 Page 24 of61 -- � \\/\�\ .T .TAR RAN: :zees. ew:eatea Vol: sse;Page: os; e 24 Of 61 Page 25 of 61 L um *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 25 Of 61 Page 26 of 61 A,N W/ b sqL om LI - DA *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 26 Of 61 Page 27 of 61 } } (- ;::- - \ ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: Page: z Of 61 Page 28 of61 # E 2 §■ .TRC .TAR RAN: :zees. ew:eatea Vol: sse;Page: os; e 28 Of 61 Page 29 of 61 n \J em�0 mTm �; v— I o �z ti m 1 z I � ti m D D_ O r and 0 M Z 0 D I w c o 0 y O z m 0 c m R 9r y x .K-----...-....--- 8 ------ 6�-0, 1 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 29 Of 61 Page 30 of 61 I.; `i\ \ z,...., . } � \ � . .cRze no + %ate - � ! . « 2 |......� . /)/299�f d®®®:+/ O!\ D& 7Ji;#E!r! 22__!sE . :\\ ��:; Hs �® \�`. :-- . ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: Page: a Of 61 Page 31 of 61 � « \ � , \/ \ . , � :. � ) \ / — � �\ q. I K E 5 3 be mified A* i 53 1 ; L - - g -- g I A .7 0 Q 9; ,TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 31 Of 61 Page 3 of 61 \)\{ 7/ \//G_E - � b © \: - � \ /� k ic - ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: P_:= Of 61 Page 33 of 61 o-o" - T-Y dm a Q _ 3 S o --_� I � I 8 �3A A o 2 Aid *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 33 Of 61 Page 34 of61 i i !( \ —. _ . . � \.. ... ... ................... . ....... : \ a « ƒ2@ k {! |; . � � ( / /!( 7ƒ , O•\ R A R§!E!0 m2§Reef 8•d! \| e = - e \_� ,; .J§R§ I \!! • - 2 \EB,R, ic! R ;?a - #{!- �- , -TRC - TARRANT Doc:sesa. ete.eaRea Vol: 0000000 e se;Page: 34 Of 61 Page 35 0 61 7 � % P! (/ ©� \[ § /) -- �� \ !\! |{f `a~ 4 ,maw RANT :ess35, mte:saRow Vol: 0000000 e 00000 e35 Of 61 Page 36 of 61 3 — I z o I *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 36 Of 61 Page 37 of 61 zz m w m *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 37 Of 61 Page 38 of 61 ,o m T Z I I +I I i I l ' I 1 j / i0� �,a ovm�vn Zm� no D �T yy �O y0 fZZn (A �CO E:0 RI �ZODCCO m = � j mj �y v a n -,2 �I m-C2 0ey N�A mi�=�OvzF m TaizyrD- OZCymi�ZZ T`L rt o n m r� < m F>orn�'vmzz z y y m m, t�/�L� DDnOny p O ymC� n D v m 0 X I "£§ �� o om =ism *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 38 Of 61 Page 39 of 61 C... k§ (B 32 � � | ; e m � I ( 2. �\f /! /. � � �.�.�. .�.�.� }§//! - ! ` GI f�/�� ))( F2k2 ZZ= !/; ^ .�_ ,! & E ) /(k . k )®` }7/ \ `« )\ /� ( /�` {)/ y- ;.- f■f \ /\ 7 {/)2 \§ \ ,maw RANT :ess35, mte:saRow Vol: 0000000 e 00000 e 39 Of 61 Page 40 of61 ) \ �)]/ \ 0}00 0 ' (/( (&3\§2k z --- E-2- �[ §»2 a § moo:! a®\ ¥|2,�» 2 m7�/\f )-:2p )GAt ; /k ;§ ;{ 9 2 !,! . |!!!!! G I o Rga §|f /} R \I ~ \f( RIF- C, -TRC - TARRANT Doc:sesa. ete.eaRea Vol: 0000000 e se;Page: 40 Of 61 Page 41 of 61 d� �,:3{gm zi,i:>;![■ \ / J �'i 0 ;| ,TRC* TARRANT :esss, mte:saRow Vol: 0000000 P_.se: Page: e Of 61 Page 42 of 61 D X 5 0 a T m � Oc5O— �O �cmNt$i�Az zmmZ2 0 0 0 Om m mo Q z z Cc �'xm�ZO� m0 ~ =Z m roz Gc� aN m D I � 4 i I� 11 II a D II n \\ II m I I II / II II II � 1 I c II _1 I�______________________ J L _ I i �-t I I II II � II I � II \ 11 II I 1� II II / II II 1 I II II II II II i 4 +-1 II I` II II 1 tl II II II II I II I II II 1� 11 I II 1 II II III II II J1� D C1 I m O D m ISM S 6]2. Rm DN A 5, T Or O ti C mm o y 0 Z m 'my = � O � Z rO 3 G 9> �I s At *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 42 Of 61 Page 43 of61 k§ \§ § \§ ;§ ( §§§G2 � \\ )\\ \§\ 77£! e° >(> 2M';J _ \ /`\® j\\ \�\ \,; E[ / \�/)` .T .TAR RAN: :zees. ew:eatea Vol: sse;Page: os; e 43 Of 61 Page 44 0 61 \/!!|!! F• ;;|�i - `,: )) j$ /£ b/ \� ` �I /ƒ ,maw RANT :ess35, mte:saRow Vol: 0000000 e 00000 e44 Of 61 Page 45 of 61 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 45 Of 61 Page 46 of 61 10 om ZA sl -L a *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 46 Of 61 Page 47 of 61 D� q t$a Cm 0 3 $ o " 3 s �� 33 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 47 Of 61 Page 48 0 61 � \\ } } ) \ \} � \ . . � , J11 ��\^\`/ � � � \ y:} vim , } // ` ^ � �, _. \ } � I -_ .saw RANT :ess35, mte:saRow Vol: zzz,Page: 00000Pag e 48 Of 61 Page 49 of 61 R _egg/6y! ,e « yoga 62 .slbwGs� :o < 2 x � c ■ m � � V m X 2G9° 2E,: ,TRC,TAR _! »= 000178358 _te:s4ez14 Vol: 0000000 P_:se: e 49 Of 61 ,TRC,TAR _! »= 000178358 _te:s4ez14 Vol: 0000000 P_:se: e 49 Of 61 Page 50 of 61 Exhibit "B" 2014 ROW Encroachment Agreement -Commercial Page 17 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 50 Of 61 Page 51 of 61 AC b® CERTIFICATE OF LIABILITY INSURANCE GATE IMMlODlYYYY1 I0,1412014'1 611712014 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 pollcy(les) must be endorsed, if SUBROGATION IS WAIVED, subject to the terms end conditions of the policy, certain policies may re quire an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES - CO ::.. 2100 BOSS AVENUE, SUITE 1400 DALLAS TX 75201 @BONE , E MAa 214-969.6700 INSURER(S) AFPOROING COVERAGE .NAtC IF INSURER A, Libetty Mutual Fire Insurance Company 23035 INSURED Carlyle/Cypress West 7tb, LP 1N9URER 13 471404 INSUR R c 1338436 Cypress Ventures, LLC INSURER 0: _ 8343 Douglas Avenue, 5uitc 200 Dallas TX 75225 INSURER E: INSURER F_: 1'r%V=I2Ar-xC r vrnt.int Y`r:F2TirrrATF Ail IF IAI:*- .I 113V94-19 RFViSfAN U11MAFR.± YXXXXYY 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 ;EDt1C€D BY PAID CLAIMS. `NSRI _... _... TYPE OF INSURANCE ADO WS12 SVOR-' wm FOUCI-4UMOFR POLICYEFF-.. le POLICYEXP Mt00lYYYYI' LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMSMADE OCCUR Y Y TB2-791457901-013 10'242013 I0124(2014 -` ' 'PRF!tSESfE- a!,,,M ' i s 300,000 MEOEXP. An. . d.. �ennM......S.5() 00 PERSONAL& ADVINJURY S 1,000000 7T _ It AGGREGATE 1.11 APPLIES, PER` POLICY ❑ !EC 0 LOC OTHER, GENERAL AGGREGATE S PRODUCTS -GOMPtOP AGO S A AUTOM06I1-FLIAeIUIY ,. ANY AUTO AU.OWNED -SAUTOS ACS ULED n NON -OWNED HIRED AUFOS AUTOS y Y AS2-791457901-023 1024'2013 10%2412014 '' fEiaaidant S1_00()HRH 8001LY INJURY (Paf person)- _.n 5 �(7'1`a'7i7C I v Nr I v 8._DIL. L 1R- P.+a rznn S PROPERTY DAMAGE a. _ _ . sXX _.. 5 Y-xxxxxx. B X UMeRELLa LtAe EXCESS LIA9 occuR CLAIMS•640.n'e Y Y TH77-91457901 10'2412013 1 &2412014 EACH OCCURRENCE 5 25,000.000 AGGREGATE S 75. () Pen X REENTamN 10,000 S xxxxXXK lu-s-UNT-3m. WORKERS CGMPENSATION _.. AND EMPLOYERS' LIASILITY YIN ANY PROPRIETOWARTNERIIENSCUTIVE OFTK:'Eiti7.ffM0ER EXCLUDED? (MandalorylnNtt) drRtar:DF OPERATIONS hsEmu NIA NOTAPPLICABLE STATUTE ER..: ... E,.LEACHALCIDENT - S XXXX W E.L. DISEASE -EA EMPLOYEE S x�XXX E.L OIS -POLICY LIMIT SXXXXX2a DESCRIPTION OF OPERATIONS t LOCATIONS I VENICLES 1ACORD 10t, Additional Rennarks Schedule, maybe mtubed If more spa" Is required) Re: Encroactunent Agreement. 12988625 City Of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Transportation &Public Works Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: George Behmanesh ACCORDANCE WITH THE POLICY PROVISIONS, 1000 Throckmorton Street A;IrlaRlxaoAl rRssetrtATT1v> Fort Worth TX 76102 V ltit)E¢-ZUi4 AL:UHU L:Ut-tYLihJRrliJr!1.. miii ngnm ytinevivitu. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 51 Of 61 Page 52 of 61 Policy Number T132-Z91-457901-013 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY - UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) I Or anizationfs Email Address or mailing address: Number Days Notice: Per Schedule on File with the Comoan 30 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, If any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named Insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM9902as11 © 2011 Uberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Miscellaneous Attachment:14477810 Certificate ID: 12988625 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 52 Of 61 Page 53 of 61 (3) Parking an (auto): (a) On, or on the ways next to, premises you own of rent, provided the "auto" is not owned by or rented or loaned to you, or (b) That is not owned by or rented to you as part of your "valet parking services" "Valet parking services" means parking arrangements provided by you or those working on your behalf, where your customers "auto" is parked and retrieved by an attendant whether or not this service is provided for a fee. Item 13. Newly Formed Or Acquired Entities Paragraph 3. Of Section Il - Who is an Insured Is replaced by the following: 3. Any organization, other than a partnership or joint venture, you newly acquire orform and over which you maintain majority ownership or majority Interest will qualify as a Named Insured if there is no other similar insurance available to that organization, a. Coverage under the provision Is afforded only until: (1) The 180' day after you acquire or form the organization (2) Separate coverage Is purchased for the organization: or (3) The end of the policy period. Whichever Is earlier. b. Coverage A does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization; and o, Coverage a does not apply to 'personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Item 14. Blanket Additional Insured Where Required By Written Contract Paragraph 2. Of Section ii - Who is An Insured is amended to add the following: e. Additional insured by Written Contract or Written Agreement The following are insureds under the policy when you have agreed in a written contractor written agreement to provide them coverage as additional insureds under your policy: (1) Lessees of Premises: Any person or organization who teases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy., but only with respect to liability arising out of your ownership, maintenance or repair of that part of the promises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. (2) Managers or Lessors of Premises: Any manager or lessor of premises leased to you in which the written lease agreement obligates you to procure additional Insured coverage. The Coverage afforded to the additional Insured Is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, In whole or in part, by some negligent acts or omissions of you, your employees, your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if LC 04 59 08 12 O 2012 Liberty Mutual Insurance. All rights Reserved. Includes copyrighted Page 5 of 7 material of insurance Services Office, Inc., with its permission. Miscellaneous Attachment: M477813 Certificate ID: 12988625 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 53 Of 61 Page 54 of 61 the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole regligence. This Insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; or (b) Any premises for which coverage is excluded by endorsement. (3) Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of you premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. (4) Any Person or Organization Other Thank a .Joint Venture: Any person or organization (other than a joint venture of which you are a member) for whom you are obligated by a written agreement to procure additional Insured coverage, but only with respect to []ability for "bodily Injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) in peeormance of you ongoing operations; or (b) in connection with premises owned by you This insurance does no apply to : 1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operations on your behalf 2. Any person or organization whose profession, business or occupation Is that os an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or 3.Any person or organization more specifically covered in Paragraphs e.(1) through (3) above The insurance afforded to any person or organization as an Insured under this Paragraph 2,e.: (1) Appl[es only to coverage anf minimum limits of insurance required by the written agreement orwritten contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy. (2) Does not apply to any person or organization for any "bodily injury", "property damage", or "personal and advertising injury" if any other addltionat insured endorsement attached to this policy applies to that person or organization with regard to the "bodily injury", "property damage", or "personal and advertising injury": (3) Applies only if the "bodily injury", "property damage" occurs, or offense giving rise to "personal and advertising injury" Is committed, subsequent to the execution of the written agreement; and (4) Applies only if the written agreement is in effect at the time "bodily injury", "property damage" occurs, or at the time offense giving rise to the "personal and advertising Injury" is committed. Item 15. Blanket Additional Insured - Grantors of Permits Paragraph 2., of Section it - Who is an Insured is amended to add the following: Miscellaneous Attachment: M477813 Certificate IA: 12988625 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 54 Of 61 Page 55 of 61 Any state, municipality or political subdivislon with respect to any operations performed by you on your behalf, or in connection with premises you own, rent or control and to which this Insurance applies, for which the state, municipality or political subdivision has issed a permit. LC 04 59 08 12 O 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted Page 8 of 7 material of Insurance Services Office, Inc., with its permission. However, this insurance does not apply to: 1. "Bodily Injury", "Property Injury" or "personal and advertising Injury" arising out of performed for the state, municipality or political subdivision: 2. Any Bodily injury" or "Property Injury" include within the "products -completed operations hazard", expect when required by written contract or agreement initiated prior to loss; or 3. "Bodily Injury", "Property Damage" or "Personal and advertising Injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 16. Waiver Of Right Of Recovery By Written Contract Or Agreement The following Is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery because of payment we make under thfs policy for Injury or damage arising out of your ongoing operations or "your work" Included in the "products -completed operations hazard" that we may have against any person or organization with who you have agreed In a written contract or agreement to waive your rights of recovery but only if the 'bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed subsequent to the execution or the written contract or agreement. Item 17. Other insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, orany other basis for any person or organization that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV - Conditions will not apply. Where the application written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV -Conditions will govern. However, this insurance is excess over any other insurance available to the additional Insured for which it Is also covered as an additional Insured by attachment of an endorsement to another policy providing coverage for the same "Occurrence", claim or "suit". Miscellaneous Attachment: fv1477813 Certificate ID: 12988625 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 55 Of 61 Page 56 of 61 LC 04 50 08 12 0 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted Page 7 of 7 material of Insurance Services Office, Inc., with its permission. Miscellaneous Attachment: M477813 Certificate ID: 12988625 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 56 Of 61 Page 57 of 61 Exhibit "C" Parcel 1: Being the Office Unit of WEST 7TLi MASTER CONDOMINIUMS, together with an undivided interest in the common elements, as set out in the Third Amended and Restated Master Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's File No. D214108651, Real Property Records of Tarrant County, Texas, Parcel 2: Being the Retail Unit: North Central Building, Retail Unit: Northeast Building, Retail Unit: Southeast Building, and Retail Unit: South Central Building of WEST 7T.H MASTER CONDOMINIUMS, together with an undivided interest in the common elements, as set out in the Third Amended and Restated Master Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's File No. D214108651, Real Property Records of Tarrant County, Texas. 2014 ROW Encroachment Agreement -Commercial Page 18 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 57 Of 61 Page 58 of 61 Exhibit "D" Site Plan 2014 ROW Encroachment Agreement -Commercial Page 19 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 58 Of 61 Page 59 of 61 .arQsc M .x,n,aY s z 0 � `7 � a CNN Ln 4yNn i M a. a 45 ;iNNY ¢ m`ggo4m hr :J Q) k C3 v' 7f. (s'O•a •0 j �. E 0 o U< �N WkL 0 G I 4xNQ +^� Ndv a x Y 0 mza hq b ti Y] ZUq 0 11, It -it 7aasy; 4 &caQ f t 9 x 9 1 _ A C1 .A 91p � ci 2 S F � } 3 Ailm Y.iQ.tf".enM #14�- §?4S Ftoa,M�opp� r � 'Si'Yf4 3 dS.tWO k� •�•rj L -�_•.,• C i 0 i5 i 8 � + �QQr a 4j� Yu lti� fi g *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 59 Of 61 Page 60 of 61 Exhibit "E" Legal Description of Property Owned by CRP/Cypress West 71h 11 LP Being the Residential Unit: North Central Building and Residential Unit: South Central Building of WEST 7TH MASTER CONDOMINIUMS, together with an undivided interest in the common elements, as set out in the Third Amended and Restated Master Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's File No. D214108651, Real Property Records of Tarrant County, Texas. Being the Residential 11 Unit of WEST 7TH MASTER CONDOMINIUMS, together with an undivided interest in the common elements, as set out in the Third Amended and Restated Master Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's File No, D214108651, Real Property Records of Tarrant County, Texas. 2014 ROW Encroachment Agreement -Commercial Page 20 of 20 Rev. 04/2014 *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 60 Of 61 Page 61 of 61 By: MARY LOUISE GARCIA COUNTY CLERK CITY OF FORT WORTH 1000 THROCKMORTON ST FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH/DEVELOPMENT & PLANNING 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration. - Instrument #: D214178358 8/18/2014 9:56 AM D214178358 A 61 PGS $252.00 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. *TRC* TARRANT Doc: 000178358 Date: 08/18/2014 Vol: 0000000 Page: 00000 Page: 61 Of 61 EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 9 of 9 Rev 04/2020