HomeMy WebLinkAboutContract 60424Date Received: 11/07/2023
Time Received: 7:28 a.m.
Record Number: PN23-00110
City Secretary No.: 60424
PUBLIC PROPERTY EASEMENT 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 Mid -Cities Logistics Owner,
LLC, a(n) Delaware limited liability company ("Licensee"), acting by and through its
duly authorized signatory.
RECITALS
WHEREAS, Licensee is the owner of the real property located at 7553 Buttercup
Lane, Fort Worth, Texas 76112 ("Property"), being more particularly described as,
being a 28.663-acre tract situated in the Robert Ramey Survey, Abstract No. 1341,
Tarrant County, Texas as recorded in Deed Records, by Instrument Number
D223015373, in Tarrant County, Texas, and;
WHEREAS, the City owns a public water line (the "Public Property") adjacent
to the Property, recorded in the plat records of Tarrant County by plat number FS-23-058;
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 "A," but only to the extent shown thereon, for the purpose of constructing,
installing, and maintaining a retaining wall (the "Encroachment"). Upon completion of
the Encroachment, Licensee agrees to be responsible for maintaining the Encroachment
Tier II Easement Encroachment Agreement Page 1 of 12
OFFICIAL RECORD Revised 12/2022
CITY SECRETARY
FT. WORTH, TX
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 "A."
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 to the Director of the Development
Services Department or duly authorized representative. Licensee shall not commence
construction or installation of the Encroachment nor make any use of the Public Property
until after the execution of this Agreement.
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 th- 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 restore the Public Property to a
condition acceptable to the Director of Transportation and Public Works, the Director of
Tier II Easement Encroachment Agreement Page 2 of 12
Revised 12/2022
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, 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 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, Licensee agrees to pay to City at the time this Agreement is requested an
application fee in the sum of Nine Hundred Dollars ($900.00).
M
The term of this Agreement shall be for thirty (30) 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, al ow 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, 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.
Tier II Easement Encroachment Agreement Page 3 of 12
Revised 12/2022
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 "A."
The amounts of such insurance shall be not less than
$1,000,000
with the understanding and agreement by Licensee that such insuranc. 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 egrees, binds, and
obligates itself and its successors and assigns to maintain and keep ir. 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.
Tier H Easement Encroachment Agreement Page 4 of 12
Revised 12/2022
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, sty `e, 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 regu:ation.
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 rroperty in which a
third -party may have an interest. Licensee agrees that it will ob',ain all necessary
permissions before occupying such property.
16.
Tier II Easement Encroachment Agreement Page 5 of 12
Revised 12/2022
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. In the event
Licensee conveys the Property, Licensee may assign all of its rights and obligations under
this Agreement to the new owner of the Property, and Licensee shall be deemed released
from its duties and obligations hereunder upon City's approval in writing of such
assignment, which approval shall not be unreasonably conditioned or withheld.
Foreclosure by a secured lender of Licensee or assignment to a secured lender by
Licensee in the event of default or otherwise 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.
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.
This Agreement shall be binding upon the parties hereto and t:;eir 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
Tier II Easement Encroachment Agreement Page 6 of 12
Revised 12/2022
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Tier lI Easement Encroachment Agreement Page 7 of 12
Revised 12/2022
City:
CITY OF FORT WORTH
BY: DJ Harrell (Nov 3, 202313:06 CDT)
D.J. Harrell, Director of the
Development Services Department
Date: Nov 3, 2023
an
o4i pOgUq
ATTEST:
d *o�o p
%a � oaan nEXos�p4
Jannette Goodall,
City Secretary
Date: Nov 7, 2023
Licensee:
Mid -Cities Logistics Owner, LLC
a Delaware limited liability company
By:
Name: B. effrey nowles
Title: Au,�tho • d Signatory
/� Date: - l40ohl er // �a
Approved As To Form and Legality
Jeremy Anato-Mensah
Assistant City Attorney
Date: Nov 2, 2023
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.
�ecc� T �sze �iuer�
Rebecca Diane Owen (Nov 2, 2023 16:29 CDT)
Rebecca Owen
Development Services
Date: Nov 2, 2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Tier II Easement Encroachment Agreement Page 8 of 12
Revised 12/2022
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 3rd day of
November , 2023.
We n d I Digitally signed by
YWendy L. Beardslee
Beardslee late: 06'003
12:55:35-06'00'
Notary Public in and for the State of Texas
After recording return to:
Development Services Department
Development Coordination Office
200 Texas Street
Fort Worth, Texas 76102
O�PRYPUe/ WENDY L BEARDSLEE
t = Notary Public
* * STATE OF TEXAS
N� P Notary I.D. 13323719-3
9 of My Comm. Exp. July 28, 2025 `
Tier II Easement Encroachment Agreement Page 9 of 12
Revised 12/2022
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
�.Q -kn*S , on this day personally appeared B. Jeffrey Knowles, Authorized Signatory,
(Title) 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 Mid -Cities Logistics Owner,
LLC, a Delaware limited liability company (entity type), and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this -1 day of NtV ,
2023.
_ 1
pow-L"
Notary Public in and for the
State of
a�rPY P�q� STEPHANIE MARIE TURLEY
Notary ID s8
N,, r My Commission Expires
'reaFt�� July 9, 2026
Tier II Easement Encroachment Agreement Page 10 of 12
Revised 12/2022
EXHIBIT A
Depiction and description of the Encroachment
Tier II Easement Encroachment Agreement Page 11 of 12
Revised 12/2022
0
Lr)
L6
rn
rn
0
-�j C:
4)
E
_r_
C)
a-
0
U
a
LL)
0
O
O
Cr
E
0
p
U
C
0
0
0
m
rn
C:
O
p
VICINITY MAP
NTS
MID CITIES LOGISTICS
CENTER
LOCATED IN
CITY OF FORT WORTH, TEXAS
11
PREPARED FOR: NAADQd-n NTn ROT PREPARED BY:
COUNCIL DISTRICT: 5
U
® GN civil
TRANSWESTERNV, Engineering & Surveying
'5M SW N—v T-0605'
I I'll""'
F-29" I T"" n" q 1W11700
AUGUST, 2023
"EXHIBIT A"
ENCROACHMENT AGREEMENT
STATE OF TEXAS:
COUNTY OF TARRANT:
N
BEING a tract of land situated in the Robert Ramey Survey, Abstract No. 1341, City of Fort Worth, Tarrant County,
Texas, being a portion of LOT 3, BLOCK 1 of the final plat of MID CITIES LOGISTICS, LOTS 1-4, BLOCK 1, an addition to
the City of Fort Worth, Tarrant County, Texas as recorded in D223089961, Official Public Records, Tarrant County,
Texas (OPRTCT), being a portion of that tract of land as described in deed to MID -CITIES LOGISTICS OWNER, LLC,
recorded in D223015373, OPRTCT, and being more particularly described as follows:
BEGINNING at a 1 /2" rebar found at the northwest corner of LOT 4, BLOCK 1 of said MID CITIES LOGISTICS addition
and the southwest corner of a tract of land as described in deed to the City of Fort Worth, recorded in D221367189,
OPRTCT, said point lying in the east line of said LOT 3, BLOCK 1, from which a 3/4" rebar found at the most easterly
northeast corner of said LOT 3, BLOCK 1 bears North 00 degrees 47 minutes 25 seconds West, 810.18 feet;
THENCE South 00 degrees 47 minutes 25 seconds East, along the east line of said LOT 3, BLOCK 1 and the west line
of said LOT 4, BLOCK 1, a distance of 23.48 feet to the southeast corner the herein described tract, from which a
1 /2" rebar capped GMCIVIL set at the southeast corner of said LOT 3, BLOCK 1 bears South 00 degrees 47 minutes
25 seconds East, 358.11 feet;
THENCE departing the west line of said LOT 4, BLOCK 1, across said LOT 3, BLOCK 1, as follows:
South 89 degrees 12 minutes 35 seconds West, a distance of 15,00 feet;
North 00 degrees 47 minutes 25 seconds West, a distance of 23.48 feet;
North 89 degrees 12 minutes 35 seconds East, a distance of 15.00 feet to the POINT OF BEGINNING and
containing 352 square feet or 0.008 acre of land.
NOTE:
Bearings are referenced to Texas State Plane Coordinate System, North Central Zone (4202), North American
Datum of 1983 as derived from GPS observation.
® ® Scale: NONE Sheet
Date: 8/16/2023 C 1
Engineering & Surveying Job No.: 10961 of
2559 SW Grapevine Pkwy, Grapevine, Texas 760.51 Drafted: T.J.M.
817-329-4373
TxEng Finn # F-2944 I TxSury Firm # 10021700 Checked: J.S.B.
P�,9.
P� E OF rFk
WER�O S
JOEL S. BARTON
.:..4914 P :' . .
<9�O URV�O��
8/16/2023
r
0
i
w
APPROXIMATE LOCATION
CITY OF FORT WORTH
15' PERMANENT J
UTILITY EASEMENT
VOL. 14297, PG. 542
D.R.T.C.T.
N 89012'35" E
15.00'--N
N 0004725" W
0 60 23.48'
I "EXHIBIT A"
I
-i
P.U.B.1
1 /2"R.C.F.
S 00047'25" E
1 1 23.48'
SCALE IN FEET 0S 8901 2'35" W
7 15.00' 1 11 NCROACHMENT
AGREEMENT
15' PERMANENT WATER 1 1 352 SQ. FT.
FACILITY EASEMENT
(PER PLAT) 1 0.008 AC.
1 1
CITY Of FORT WORTH
D221367789
O. P. R. T. C.T.
(� APPROXIMATE LOCATION
1 1 CITY OF FORT WORTH
15' PERMANENT
MID -CITIES LOGISTICS I 1 1 UTILITY EASEMENT
VOL. 14297, PG. 542
OWNER, LLC D.R.T.C.T.
D223075373
O.P.R.TC.T I M
� w
LOT 3, BLOCK 1 0
OF Q 1 1
MID CITIES LOGISTICS �n
LOTS 1-4, BLOCK 1 1 LOT 4, BLOCK 1
D223089961 1
0.P.R.T.C.T. ( I 1
I � 1
1 1
1 1
� 1 1
1/2"R.C.S. ( 1 1
_
RCup
M C'19 V'11 I
Engineering & Surveying
2559 SW Grapevine Pkwy, Grapevine, Texas 76051
817-329-4373
TxEng Firm # F-2944 I TxSury Firm # 10021700
0
OF
MID CITIES LOGISTICS
LOTS 7.4, BLOCK 1
D223089961
O. P. R.T C. T.
Scale: V = 60' Sheet
Date: 8/16/2023 2
Job No.: 10961 of
Drafted: T.J.M.
Checked: J.S.B.
_tR�Rs
JOEL S. BARTON
'•' o' ' 4914
' :�Ess�o•.
8/16/2023
1
MID CITIES LOGISTICS
ENCROACHMENT NO. I
(*+Z
m
GRAPHIC SCALE I"=40'
0 40 80 120
PREPARED BY:
GMcivil
Engineering & Surveying
LEGEND
W WATER LINE
S SEWER LINE
S EX. SEWER LINE
SANITARY
SEWER M.H.
EASEMENTS
PRIVATE STORM
DRAIN INLET/
STORM DRAIN
,CITY OF FORT WORTH
CALL 23.88 AC.
r= 6410
D221367189
B = 60:00
T = 59.00
B = 46.50
T = 51.00
41:50
.ENCROACHMENT Nq. 1, Lu B T = 44.00
B = 37.50
7 = 41.50
8 = 32 00
T 64.60
8 = 47.00 5A5
LOT 3, BLOCK 1
�v
771—
/A
72" PUBLIC WATER LINE RETAWII�WAL(
CPN: 104737
X-2770'-
15'(PUBLIC EX., 12"•DJ.!W.L.
WATER 1�'-Q9668) t6 BE
EASEMENT RFMOVED',"'
T = 64.00
8 = 46.00
-s'
I PTY OF'FPRT WORT
LITIPTY EASEMENT
V014 14297, P(!�'542
(TO BE ABAND3N�b)�
ck�
CL
MID CITIES LOGISTICS
ENCROACHMENT NO. 1
PROFILE SCALE i RFTAiniiK('- WAi i
Horizontal Scal
Vertical Scah
M 560
N
O
N
LN
N
555
3
I
550
0
.o
fy
/
cn
Q) 545
U
v
0
0
U
C
W
to
C
v
0
540
3
0
m
535
3
C
c
v
PREPARED BY:
h/4 GM civi
Engineering & Surveying
�in btr 3�?U_t.�f���
1'e6!� Hv, n F-:,44 I I)Su Ftrn n' I01217 n
555
550
EAU
540
535
530 I 530
Certificate of Insurance
Tier II Easement Encroachment Agreement Page 12 of 12
Revised 12/2022