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HomeMy WebLinkAboutContract 47019-A2Date Received: 3/14/2025 Record Number: PN25-00009 Time Received: 1 0 : 26 a.m. City Secretary Number: 47019-A2 SECOND ASSIGNMENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 47019 This SECOND ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Second Assignment") is made and entered into by and between the CITY OF FORT WORTH, a Texas home -rule municipal corporation ("City"), GMR FT Worth, LLC, a Delaware limited liability company ("Assignor"), and GMRE FT Worth LLC, a Delaware limited liability company ("Assignee"). City, Assignor, and Assignee are each individually referred to herein as a "Party" or collectively as the "Parties." This Second Assignment shall be deemed effective on the date signed by the City's Director of Development Services Department. WITNESSETH: WHEREAS, on September 18, 2015, the City entered into Easement Encroachment License Agreement identified as City Secretary Contract No. 47019, (the "Original Encroachment Agreement"), with Spelunker Properties VI, LLC, a Texas limited liability company ("Spelunker Properties") to grant Spelunker Properties permission to encroach upon and occupy a portion of the City's easement; WHEREAS, the Original Encroachment Agreement was recorded on the 25th day of September, 2015, as Instrument No. D215218069 in the Real Property Records of Tarrant County, Texas; WHEREAS, on the 171h day of October, 2016, the City and Spelunker Properties agreed to the First Amendment to City Secretary Contract No. 47019 (the "First Amendment") to amend the Original Encroachment Agreement to add carports and parking canopies; WHEREAS, the First Amendment was recorded the 17th day of October, 2016, as Contract No. 47019-Al in the City of Fort Worth, City Secretary Records, Tarrant County, Texas; WHEREAS, on the 12th day of March, 2018 the City consented to the assignment of encroachment agreement between Spelunker Properties and the Assignor through Assignment of Encroachment Agreement identified as City Secretary No. 47019-CAI (the "First Assignment Agreement"); WHEREAS, the First Assignment Agreement was recorded on the 16th day of March, 2018, as Instrument No. D218055810, in Real Property Records of Tarrant County, Texas; OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY Page 1 of 12 FT. WORTH, TX Rev 12/2022 WHEREAS, the Original Encroachment Agreement, the First Amendment, and the First Assignment Agreement, which includes the Original Encroachment Agreement as "Exhibit A," are collectively referred to herein as the "Encroachment Agreement." The First Assignment Agreement and the First Amendment are attached hereto as "Exhibit I"; and 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 its 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 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. Encroachment Assignment Agreement Page 2 of 12 Rev 12/2022 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with proper postage, certified mail return receipt requested, or by a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor GMR Ft Worth, LLC c/o Global Medical REIT Inc 7373 Wisconsin Avenue, Suite 800 Bethesda, Maryland 20814 Attention: Ray Braun Assignee GMRE Ft Worth LLC c/o Global Medical REIT Inc. 7373 Wisconsin Avenue, Suite 800 Bethesda, Maryland 20814 Attention: Ray Braun 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. Encroachment Assignment Agreement Page 3 of 12 Rev 12/2022 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 4 of 12 Rev 12/2022 ASSIGNOR: GMR FORT WORTH, LLC, a Delaware limited liability company by: Global Medical REIT L.P., a Delaware limited partnership, its sole member by: Global Medical REIT GP LLC, a Delaware limited liability company, its general partner by: Global Medical REIT Inc., a Maryland corporation, its sole member Name: Robert Kiernan Title: CFO Date: 3 d 4! Z° z s Encroachment Assignment Agreement Page 5 of 12 Rev 12/2022 THE STATE OF k�j § COUNTY OF i .�� § 1 BEFORE ME, the undersigned authority, a Notary Public in and for the State of V I d, on this day personally appeared Robert Kiernan, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Global Medical REIT Inc., the sole member of Global Medical REIT GP LLC, the general partner of Global Medical REIT L.P., the sole member of GMR Fort Worth, LLC, and that he/she executed the same as the act of said entities for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 'Li•MU day of if ' ! , 20�� Notary Public in and for the State of /&vil GERANmay sj issiop z 0. UB1.��z ., C •OBER?0, ,�` oMER�r CO Encroachment Assignment Agreement Page 6 of 12 Rev 12/2022 '" GERA4f4op ��4, ERY - 0��. oµ = NOTARY '� ��. <• Z S M o/70/2026��°��� ASSIGNEE: GMRE FT WORTH LLC, a Delaware limited liability company by: GII Global Medical Holdings, LLC, a Delaware limited liability company, its sole member by: GMR JV Manager I, LLC, a Delaware limited liability company, its managing member by: Global Medical REIT L.P., a Delaware limited partnership, its sole member by: Global Medical REIT GP LLC, a Delaware limited liability company, its general partner by: Global Medical REIT Inc., a Maryland corporation, its sole member Name: Robert Kiernan Title: CFO Date: 311i/ Z.o L s- Encroachment Assignment Agreement Page 7 of 12 Rev 12/2022 THE STATE OFVt,a� § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of in this day personally appeared Robert Kiernan, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Global Medical REIT Inc., the sole member of Global Medical REIT GP LLC, the general partner of Global Medical REIT L.P., the sole member of GMR JV Manager I, LLC, the managing member of GII Global Medical Holdings, LLC, the sole member of GMRE FT WORTH LLC, and that he/she executed the same as the act of said entities for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,l'*F M 206. Notary Public in and for the State of � �SGOlIE• *i/j��is ��Npn�mnr��% .NO �� 'P1t• aJ+ '. s :? N0rq o• ? 2��eI/C .428 go .f9 •.,R20,?. �• Encroachment Assignment Agreement Page 8 of 12 Rev 12/2022 EXECUTED to be effective on the date signed by the City's Director of Development Services Department APPROVED AS TO FORM AND LEGALITY: Hye Won Kim Assistant City Attorney 4.0440pn�� a], fORr0�add a°—o °09.�°0 Pv8 oSd ATTEST: U A Z,�a..s rEzpsapa a�bnuaaao, Jannette Goodall City Secretary (M&C not Required) CITY OF FORT WORTH L 'CO V t"NeCG Dalton Harrell (Mar 12, 2025 17:22 CDT) D.J. Harrell, Director of the Development Services Department Date: 03/12/2025 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 Owen Rebecca Owen (Mar 12, 202516:57 CDT) Rebecca Owen Development Services Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Encroachment Assignment Agreement Page 9 of 12 Rev 12/2022 : i by v_;iy � ����� � ���;� M., �;� �: � � �y qua w1 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 12th day of March 202 5 Notary Public in and for the State of Texas o�PRYp(WENDY L BEARDSLEE ► z Notary Public , * * STATE OF TEXAS �}- Notary I.D. 13323719-3 ' OF My Comm. Exp. July 28, 2025 ' . . . . . . . . . . . . . Encroachment Assignment Agreement Page 10 of 12 Rev 12/2022 EXHIBIT 1 Encroachment Assignment Agreement Page 11 of 12 Rev 12/2022 Page 1 of 21 • COWW" A et TH X. =A�-.� 41k, " -.,:..l'rA t 2. . . . . . . . . . . Ae YEN -6fibktW& 4 01 9*0d tlmroug U3. dayI and h0400* id6wd p achmcW,: Apvanent with Pro Ott L-4 ''d i-OwfiWof Wing th IM the. property iocdioa It-. q UOMW CwAy, Taw 16144 4 .......... WHMASI a. -Copy. Oftbe EW6 )IS attar-hed,hado: as ExWbIt4w, 'WHEREAS "Assinw.'desimg toassign the Agreement to .............. ... comp9hy, 'Assignee.'' NOWT tea. C* o0ar('Wollh does f Agreement , NMA40griar:ta*$*Vl:: AS cousidendon-flor th-ce Avbefte Wbe::bOM-d'hY a x the tcxmsivwddow:and uet ii fhorel .09ANM. to. uswuvadl6e t mid. ogrt% ce, Imw 400 ASSIGNMENT OF Ej �AOMMMMT Page 2 of 21 ASSION18B.- Texasl h 0. Add), -T ORY mbe, 1 411, F it SfA�ftbF S CGUWYOFTAR"W of Tom omen EXplies 34-14 Ni c t tv IF CLOBALIOWCALREff GF` LL CO AMOW� ASSI IM, ",, T Of W"CPAMT AG ftgol,-,00 Page 3 of 21 Illllllli�� suusu< SMONM a Tex8s um*d Bryan R hodles, ei: der. AT"TEST. City Sbentary [No, tW::RequimdJ 0M� � `l� r i� Ai1�1.'� =l'��IT�Y.-.s�•'�Mr3' T.'i'"�i.����''�� sD*www ri" Aw 40ft eommy Me Member ctdddii��i� IiS4tt+ grid-.Parfim- <s� _ �!�j�y��yy��y .. unit...L.7y /I�i�{ y�tiU��unt��l1yi�r�� . ..alif�l��rPrTE �ii+Yf�L���M1Fh I�at1Nt4b�1G,::tl1l::bt=�ili ASSIGNMENT OF. ENCROACF%ffiW:AH : _Of Page 4 of 21 :COUNTY stafti OA lb wito: wk. owlid- 64 LM. #.'Twm filwited 44i and and- deedi be:,e"- �d* Auih -.s9dlfMft-cd vitness'loy ISM' STATE OF COUNTY"(1)f .0 201.11 .'ate", . ......... T%$0004-vpoomd� boo* im -thow*ftod'd, ..:.N,!. and, Statej wighvhzd. act: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............ .... . . . . . . . . . . . who a0knowWpd, upon oath, that he/she excmW tb.p*i.4lft- -40'sbm-1 ........... 'cbntaiuc4 And, vim fflaww.r. W- dio*kidgedl thathIs the.... by MedilcaMtrinr; *,:.WjtWw 4-'tilb by. dthe0, ot a , cowdttwnt i4 conobiom:the. cons by ft of thw maker., Mimss my W4 Atvffi*�" this'. 6M&��2017. '"land N at P'd wSM-e dMary t ASSIGNMENTOiZEN Page 5 of 21 :STAM. cotNTY I . Persomny lb god. and As 19 act dam, he' oxe duly autbodmd by sdfdlfinited. STATE' OF COUNTY OF. No 0, 0 ..... .... PeMnay a Pel amd befio e�' _-p rlp.m the uodemi*di a Notary P40pin 0mut3' klAhnAoma, mft whow. I -am. personafly. Who , 4edge.d, -upon- oath; that, hcl9hw...6x06uw': i. tba h© :ac. OW b ed,and,16- further An - I d- ged that WAC is Js .� OrA464iadWatl he bAft by LREIT tm th6 ji by ft makar. to occuto 0 ut RAO. Vlhva to hand, at..oMoe, IMs, ASSIGNMENTOF ENCROACBMENTAGREEMEN T Page 6 of 21 'Caiiftii'a 00� mplian I c 1 61644& BY $*w t6 perm te#eftible for andreensuring oil! pev*'4"t p k tcqui U- Janie-Scarlett Morales Development Manager .............. Page 7 of 21 All WOOTE .00 Oil Oy 41MA. low, 46 asC! . ..... At Add), R�CIT 01, of -AUUk AW dilcii1l, W m 4SAP -fK r lefliltill. T W is county Ck& 06OAdw, W dMbigiaaa�id P*�Vo: 44k F-ml Cit y is a AW.. 'Property a map t w. dwirm. *.A A OB*Ut ad d"im id... re&,, king. sug.. U i wdihg: AWk: (mid 8J L ir fa Blk 1 #6 oata auulwu on the fiftow survey I'll, ..................... WQWJ�� ft C-Ity "0 LWOW V ftl:".. 41 AGRZINOT The-OkAw.ca bf-ftiffift-Omt -0wl-k*=-8'W.*fft%b*V bdcw.' .2014 .. . 100 aM Page 8 of 21 Page 2 of 15 be responsible for maintaining any and all structures and buildings within and above it. Licensee shall not expend or otherwise cause the Encroachment to further or on the City's Easement beyond what is specifically described In the Ached hereto. 2. . All construEtl irttanance and operation in connection with such Encroachment, use ° cy shall comply and be performed in strict compliance with the Charter, Ord' of the City and in accordance with the directions of the Director of the Trans `iona ?ii'ublic Works Department or the Director of the Water Department of City, or his " Y` representative. Prior to the construction t�iill of the Encroachment, Licensee shall su auplans and specifications to the applicable �11 Director or his duly authorized representtixi Licensee shall not commence construction of the Encroachment until such approval shall be indicat in writing by the Director. However, such approval shall not relieve LieenAft,Of S' bility and liability for concept, design and computation in the preparation of such;"d speciftcadons. 3. i� 1111111 5+t1151ir Licensee agrees that City may enter and utilize the referenced arc 'at a'a'Aime for the purpose of installing, repairing, replacing or mainWaing improvetna facilities or utilities necessary for the health, aafety and welfare of the public public purpose. City shall bear noresponsibility or liability for any damage or diaruptton „ or other adverse consequences resulting firom the Encroachment installed by Licensee, City will make reasonable efforts to minimize such damage. in the event that any installation, reinstallation, relocation or repair of any existing or fature utility or �I17 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 the Encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as reasonably determined by the Director of T%6,Nlj�-OL0J..on and Public 2014 Eaaemeait Encroachment Aaroement-Commercial toe 2 of 9 Page 9 of 21 Page 3 of 16 IlllllWorks or the Director of the Water Department of the City, or his duly authorized esentatiye, 4. to defray all costs of inspection and supervision which City has incurred or will' " � trrh_ ult of the construction, maintenance,, inspection or management of the eneroti#d uses provided for by this Agreement, Licensee agrees to pay to City at the time this Agreement is requested an application fee in the sum of Three Hundred and Twenty Five Dollars ($325.DD), S. The tarns of this AgAft*A,s l be far thirty (30) years, comtnmteing on the bate this'Agreement is executed by the CI shall terminate upon the non-eompt Licensee, City shall notify Licensee Worth. Provided however, this Agreement by of the terms of this Agreement by the and if not cured within thirty days this Agreement shalt be deemed terminated, 6, r It is f ether understood and agreed upon hetwom ft 'I,,,hereto that the FFF i easements to be used and encroached upon as described herein, al held by City as trustee unnnnj h 22tN»s for the public; that City cKewises such powers over the easement as' ;tlelegated 551O to it by the Constitution of the State of Texas or by the Legislature; anti thatpit&tnnot contract away its duty and its legislative power to control the easement f4 t benefit of the public. It is accordingly agreed that if the governing body of CIaY any time during to terns hereof determine in its sole discretion to use or cause or the right of way. to be used for any other public propose, that daes not preclude the use the Encroachment on the Property for a office building or activities related thereto, including but not being limited to underground, surface of warhead communication, drainage, sanitary sewerage, transmissiori of natural or electricity, or any other public purpose, whether presently contemplated or not, that the parties agme to negotiate in good faith in order to accommodate the &,croachmcnt and the public purpose. 2014 EasementEncmdunent Agreement-Commmial Page 3 of 9 Page 10 of 21 Page 4 of 15 Ills, 7. ENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES fit,Y INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS 08, AGENTS, SERYANT;S, EMPLOYEES AND ELECTED OFFICIALS l?'� GAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY b O OSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY h ;.; 'IilRSONS, OF WHATSONVER KIND OR CHARACTER, ARISIiV OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTEK PANCY, USE, EXISTENCE OR LOCATION OF SAID ENCROACAME USES GRARrED HMUNDER, WHETHER OR NOT CAUSED, '' E OR IN PART, BY THE NEGLIGENCE OF OFFICERS, AG CR�,YANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, , ELECTED OFFICIALS OR INVITEES OF THE CITY; AND REMY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH S OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIAB <° AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY `''INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT O i IN CONNECTION V TH THE ENCROACHMENTS AND ANY A ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS,«««,`,,,�VANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LIC ESE ; OR INVITEES. p ii>3444iSSS}�� O. While this Agreement is in effect Licensee agrees to, City with a Certificate of Insurance, naming City as certificate holder, as proof flit it; secured and paid for a policy of public liability insurance covering all public r Ip the proposal use and occupancy of public property as located and described in ��aaaaaaaaaa, The amounts of such insurance shall be not less than the following: 1}}}} $10000,000 Commercial General Liability " s ((ll/� a i` �rtt l . « ��.. II with the understanding of and agreement by Licensee that such insurance amottttts shall be revised upward at City's option and that Licensee shall so revise such amounts immediately following notice to Grantee of such requirement. Such insurance policy shall providee, that it cannot be canceled or amended without at least ten (10) days prior written notice to the Building Official of the City of Fort Worth. A copy of such 2014 Easement Eneaoad anent Agreement -Commercial Page 4 of 9 Page 11 of 21 _Page 5 of 15 I I IIIIIIIIteitii'icate of Insurance is attached as attached as Exhibit "B". Licensee agrees to submit 4snilar Certificate of Insurance annually to City on the anniversary date of the executiojt i o a' Agreement. i a44444t� Upensee agrees, binds and obligates itself, its successors and assigns, to maintain and ke . 1 inch plublic iiabiaty insurance at all times during to terra of ft ,>>�Z Agreement at l� *6 removal of all encroachments and the cleaning and restoration of III i the city streets. A14urance coverage required herein shall include coverage of all Licensees' contractors. I sll 9. I Licensee agrees to depose"' �, City when this Agreerneirt is executed a sufficient sum of money to be used �to fees to record this Encroachment on i Easement Agreement in its entirety in tl>ie records of Tarrant County, Texas. After I being recorded, the original shall be retume&to dVzq,kSecretM of the City of Fort I Worth, Texas. 1 ' 10. �;. Licensee agrees to comply fully with all applicable �o ��r and local laws, i statutes, ordinances, codes or regulations in connection with the ruction, operation and maintenance of said Encroachment and uses. ;rmr t111r... Licensee agrees to pay promptly when due all fees, taxes or rentals provided r i by this Agreement or by any federal, state or local statute, law or regulation. fl� i 2014 Easement I?noroachmeu Agreement -Commercial Page S of 9 I I I i Page 12 of 21 page 6of16 ----^— "���<<Illlllllllu�12. r" iccnsee covenants and agrees that it shall operate hereunder as an independent fps to all rights and privileges granted hereunder and not as an officer, agent, savant4"�-employee of City, and Licensee shall have exclusive control of and the exclusito control the details of its operations, and all persons performing same, and small be a We for the acts and Omissions of its officers, agents, servants, employees, contra subcontractors, lip and invitees. The doctrine of respondeat superior slot apply as between City and Licensee, its officers, agents, servants, employees, subcontractors, and nothing herein shall be its �rrrr�r. construed as creating a ofloutt enterprise between City and Licensee, ,. .... " :. „t Licensee agrees and acknowledges is AS,ent is solely for the purpose of permitting Licensee to construct, maintain and 1006 the, cmachnaent over or within the described Easement and is not a conveyance of at �" � or interest in or to the Easement nor is it meant to convey arty right to use or oll pyjto g in which a third party may have an interest. Licensee agrms that it will obtain Fficea' y pamisslon before occupying such property. atiSSi(SS��''� 14. In any action brought by the City lbr the enforcement of the obligatto Licensee, City shalt be entitled to recover interest and reasonable attonvy's foes. 15. The patties agree that the duties and obligation contained paragraphs 3 and 4 shall IIP7� survive the termination of this Agreement. 2014 Enement EmosclinxM Agreement -Commercial Page 6 of 9 Page 13 of 21 Page 7 of 15 IIIIIIII��' Aft.. 16. L#ensec covenants and agrees that it will not assign all or any of its rights, privileges qg#g� ies under this contract without the written approval of City Plinutiug and DeveloAent £rector, and miy allempted assignment without such written approval should i i llllll 17. Any cause of acttdn , of this Agreement shall be brought in Tarrant County, Texas. This Agreem" ' governed by the laws of the State of Texas. 19 This agreement shall be binding u the patties hereto, their successors and assigns. EXECUTED this �ay of i@, "`fSSSSu City Cd18ee: «rar City of Fort Worth spdanker prop ssssssr� .?tlSl)�7ti4 "'�: r By: q"� . By; Randle ood, irecto Nam<j,-, k1,...1 Planning and Development Title: U EEr. ORT ATTEST: �,�. pproved As To Farm and Legality A-sk ity Secretary Assistant CIAttorney # 2014 Em=ient Encroachment Agreement -Commercial Page 7 of 9 Page 14 of 21 Page 8 of 15 (:i�TY 0TATE OF TEXAS OF TARRANT rllllllh E� ME, the undersigned authority, a Notary Public in and for tho State of Texas, d this � rsonally appeared Randle Harwood, known to me to be the person Nth ,,,ft ��������� ��Fi' tilt, whose namesed to the foregoing instrument, and acknowledged to me that he/she executed the s '" for the purposes and consideration therein expressed, as the act and deed of the Citjlof ir< Worth, and in the capacity therein stated. GIV It UNDER M D SEAT, OF OFFICE this I day of e' CASsANDRA Pr'c Holory pubM my commit 4 APM Z 2014 Eamnad Encroachmwu Agreement-CanMercial Page 8 0r9 Page 15 of 21 Page 9of15 - ------ i IIIISTATE OF TEXAS § ssssss` sssssss<' t0'I. TY OF TARRANT § dIIIIIh' ,a4144 rAM/F m undersigned authozity, a Notary Public In and for the State of Texas, on this day pmqPa1%v--aced 110rathy & Riffer, MD., President, known to tnmte wht e � me is subscribed to the foregoing instrument, and to be the pamon4 acknowledged to me thmtl#kexctttetl the same for the purpom and consideration therein expressed, as the act �44deed Wunker Properties h?, LLC, a Texas llodied liability campany, and in the eapeok `'at". GIVEN UNDER MY HAND i YiE91iYJDlNtSiON MY OOMLLN�h.S,.BION EXPIRES i i OF OFFICE this 2+J fitly of ssssssss< �' Notary Pubes' State of Texas 2014 Eaaem al Encroachment Avr mmt-Commercial Page 9 of Page 16 of 21 Page 10 of 15 t` r- I B 1 4 rtt 41SMALK ENCROACHMENT ARF-Al 1 0 85 L.F. PROPOSED 9'ACHWNT AREA 9 • '� 4' SIDEWALK 1 M , N6 STALLS ' E-, f ; � SLOPE co l r� i 1, ; nnj1J7Ps, t s trrrrt;: f xE4M1 f ROACHMENT AREA 1 83 L.F. OF PROPOSED , 'AWG WALL. = � .%k 44 EASEMENT�� RTH D1297O 0 C.T. t� 1 atttt«7!!!!!U tttttttttU EXHIBIT EASEMENT ENCROACHMENT LICENSE AGREEMENT ALLIANCE MEDICAL BUILDING PH*M & U95/9015 ST8 ME WIER—PAVWG.8T8 FM ENCROACHMENT AOMMENT.DW13 �.—. .. . LAST SAAD 1 3/25/9015 1196 Phi RAVED 8Y 1 PENEEW W.A. NO. 14190 Q 30 Q 1% IM MEN & ASSOCIATES, INC....-oO Page 17 of 21 Page 11 of 16 maw�oEnxav�viuya�a,w:rEav�`x v�'e�ynw 1 y y '6k al IYM MAIN LNf�I.1NI.tlM.l+1iM W�/ra�NMY1 W„►1 N"A Page 19 of 21 � Page 13 of 16 i �a`,r�rrMY+�'� .Y11i701000/QIpM �y��y/'wWM�MMM�r A1M•W �YJMi1�MiMlM lotl+gii3 U {M. Ow all 1..ud t ON ��►t�ucantoaurw- v�ssssit SSSSSSSt� � � " � �I .<<t<<. fill In uuu :,. .:ae � lid". ttttZ yu. $!k Y lk if ull 6 CCC go SSSSSSSSU"" �CCCCCCt lllllM IJJJJJ 111111 rrrrrr ` aaa CITY SMETARY� ,C"i FIRST AMENDMENT C-UNTRACT N®. - TO CITY SECRETARY CONTRACT NO. 47019 o ENCROACHMENT AGREEMENT This FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 47019, ENCROACHMENT AGREEMENT is made and entered into by and between the CITY OF FORT WORTH, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized City Manager, its duly designated Assistant City Manager or Planning and Development Director, hereinafter referred to as the "City," and Spelunker Properties VI, LLC, a Texas limited liability company, acting herein by and through its duly authorized representative, hereinafter referred to as "Licensee". RECITALS WHEREAS, the City of Fort Worth ("City") and Licensee made and entered into City Secretary Contract No. 47019 on September 18, 2015 (the "Agreement") to authorize the use of a portion of City's 35 foot wide slope easement for the purpose of constructing 183.83 LF of retaining wall, 16 parking stalls and 85 LF sidewalk- to be utilized by Lot 4 Blk 1; and WHEREAS, the parties wish to amend the Agreement to add carports and parking canopies noted on attached, revised exhibits and WHEREAS, it is the mutual desire of City and Licensee to execute this Amendment to the Agreement to revise the exhibit in the Agreement to depict the revised encroachment area; NOW THEREFORE, City and Licensee, acting herein by and through their duly authorized representatives, enter into the following that amends the Agreement: 1. Exhibit A-1 is hereby attached hereto and incorporated herein to the Agreement, consisting of a revised description of the encroaching improvements. First Amendment to CSC No. 47019 Spelunker Properties VI, LLC Page 1 off 3 Fr,-pt L RECORD SECRETARY I% ii� WORTH, TX 2. All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. EXECUTED on this the �V—day of , 2016. CITY OF FORT WORTH: Randle P Director, and Development Approved as to Form and Legality: Wal MTbane Assistant City Attorney Spelunker Properties VI, LLC: it By: Printed Name: Plr. Timothy Ritter Title: President First Amendment to CSC No. 47019 Spelunker Properties VI, LLC NO M&C RL�QUIItD Attested by - OFFICIAL RECORD CITY SECRETARY FT,, WORTH, TX Page 2 of 3 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of CASSANDRA F. FOREMAN Notary Public• state of ra;n Q My Commission axv•'e APrll 26, 2017 Notary Public, State of Texas 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 Dr. Timothy Ritter, President, 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 Spelunker Properties VI, LLC, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this5`-1 day of �O-�6)0-t V- , 2016 Y �""'�. CHRISTIN PEVETO `` Og1,�tIUD �i .-Os Notary Public, State of Texas Comm. Expires 03-22-2020 ''%0,;,,`,>'' Notary ID 130592401 Notary Public, State of Texas First Amendment to CSC No. 47019 Page 3 of 3 Spelunker Properties VI, LLC i 4' SIDE�IIALK i 9' ENCROACHMENT AREA 16 PROPOSED PARKING STALLS 351 LOT 4 �yG 0. I ENCROACHMENT AREA 183 83 L F OF PROPOSED -� ENCROACHMENT AREA 85 L.F. PROPOSED 4' SIDEWALK 0 w -- I o u' P4 � I 9 AMENDING AGREEMENT `�- WITH A CANOPY. NO ADDITIONAL SURFACE 110 AREA REQUIRED o I I° RETAINING WALL :' 251 19 , (o 35'SLO EASEMENT CITY OF WORTH INST. NO. D 12271300 O.P.R.T.C.T. f I `SLOT J { EXHIBIT 'A' AMMENDED EASEMENT ENCROACHMENT LICENSE AGREEMENT ALLIANCE MEDICAL BUILDING F� PRINTED i 7/21/2016 STB FILE i WIER-PAVING . STB FILE i ENCROACHMENT AGREEMENT-REV-I.DWG ; LAST SAVED 1 7/21/2016 9 124 AM SAVED BY i JAKEF 30 60 W.A. NO. 14120 ,INIM WIER & ASSOCIATES, INC.• EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 12 of 12 Rev 12/2022 DATE (MM/DDIYYYY) A� " CERTIFICATE OF LIABILITY INSURANCE 01/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (CONTACT MARSH USA LLC. NAME: 155 N. WACKER, SUITE 1200 I (A/CNN . Ext): FAX No): Chicago, IL 60661 I E-MAIL Attn: RealEstate.CertRequest@Marsh.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # CN101947626-STND-100M-24-25 I INSURER A : Indemnity Insurance Comoanv of North America 43575 Heitman LLC INSURED INSURER B : N/A N/A 110 N. Wacker Drive, Suite 4000 I INSURER C : Federal Insurance Company 20281 Chicago, IL 60606 I INSURER D : N/A N/A INSURER E : N/A N/A INSURER F : N/A N/A COVERAGES CERTIFICATE NUMBER: CHI-010871797-03 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR iNsn wvn POLICY NUMBER IMM/Op/YYYY) IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY OGLG48907842 03/01/2024 03/01/2025 EACH OCCURRENCE $ 2,000,000 = CLAIMS -MADE X� OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑PRO LOC JECT X OTHER: r)arl,/SIR �n A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY G X UMBRELLALIAB X OCCUR EXCESS LIAB CLAIMS -MADE CAL H10831532 See Attached DIED I X I RETENTION $ 95.nnn C WORKERS COMPENSATION NWC C55708599 AND EMPLOYERS' LIABILITY Y / N ANYPROPRI ETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NI N/A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Excess Liability 03/01/2024 03/01/2025 03/01/2024 03/01/2025 03/01/2024 03/01/2025 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 2,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ (Per accident) COMP/COLL DIED $ EACH OCCURRENCE $ AGGREGATE $ X IPER STATUTE EERH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Named Insured: GMRE Ft Worth LLC & GMRE High Point LLC Project Name: Heitman/GMRE - Seed Portfolio (NC & TX) Property Address: 1814 Westchester Drive, High Point, NC 27262 & 9509 North Beach Street, Fort Worth, TX 76244 Certificate holder is included as additional insured where required by written contract. 30 days notice of cancellation except 10 days for non-payment to cart holder. Terrorism coverage is included for GL and Umbrella/Excess policies. Umbrella/Excess policies follows form to the GL policy. No Deductible/Sir Included for General Liability. CERTIFICATE HOLDER CANCELLATION 1,000,000 1,000 50,000,000 50,000,000 1,000,000 1,000,000 1,000,000 City of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Contract ManagementOffce— THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PN25-00009 ACCORDANCE WITH THE POLICY PROVISIONS. 100 Fort Worth Trail Fort Worth, TX 76102 AUTHORIZED REPRESENTATIVE _Apr_zszd Tit.S�f ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD