Loading...
HomeMy WebLinkAboutContract 26131 CITY SECRETARY CONTRACT No. 44k ASSIGNMENT OF CONSENT AGREEMENT WHEREAS, Partners Property Corporation,a Texas corporation("Partners Property"),has entered into a Real Estate Purchase Agreement, dated as of June 2, 2000 (as amended, the "Purchase Agreement"), with ITCR Houston Place Holdings Limited Partnership, a Texas corporation("Seller'),to purchase that certain property commonly known as Houston Place Lofts, 904 and 910 Houston Street, Fort Worth, Texas 76102 (the "Property"); and WHEREAS, Partners Property has or, as of the Effective Date(as defined below),will have, assigned its right,title and interest in, to and under the Purchase Agreement to BDRC Lofts, Ltd., a Texas limited partnership ("Purchaser'); and WHEREAS, Purchaser desires to acquire the rights of Seller under that certain Consent Agreement, dated June 23, 1995, between the City of Fort Worth and Houston Place Loft Residences, Ltd.,which is attached hereto as Exhibit A-1 and incorporated herein for all purposes, as assigned by Houston Place Loft Residences,Ltd.to Seller,which assignment is attached hereto as Exhibit A-2 and incorporated herein for all purposes, pursuant to which the City of Fort Worth granted to Houston Place Loft Residences, Ltd. permission to encroach upon, use and occupy portions of the public rights-of-way in the City of Fort Worth, Texas (as assigned, the "Consent'); and WHEREAS,the Consent provides that it cannot be assigned without the approval of the City of Fort Worth. NOW, THEREFORE, in consideration of the mutual benefits to inure to them, Purchaser and Seller take the following actions: 1. Seller hereby assigns to Purchaser, as of the Effective Date, all of the right, title, interest and estate of Seller in, to and under the Consent. Purchaser hereby accepts such assignment. 2. Purchaser hereby assumes all obligations of Seller under the Consent performable on or after the Effective Date hereof and agrees with Seller that it will perform all such obligations. 3. A copy of Purchasers current insurance certificate is attached hereto as Exhibit B and incorporated herein for all purposes. 4. Except as specifically revised hereby, all of the terms of the Consent shall remain the same and continue in full force and effect after the Effective Date. 5. This Assignment of Consent Agreement may be signed in counterparts,all of which together shall constitute a single Assignment of Consent Agreement. 6. This Assignment of Consent Agreement shall be effective on and as of the date of the closing of the sale of the Property to Purchaser(the "Effective Date"). If the closing does not occur on or before October 31, 2000,this Assignment of Consent Agreement shall be null and void and of no force or effect. DL: 1122730x2 OFAC ALS IhECOOJ® IOW WI7MP�Q� tl Uo VV��I�'L+L'UD op4'YO IN WITNESS WHEREOF, this Assignment of Consent Agreement has been executed to be effective as of the Effective Date, which is 2000. ITCR HOUSTON PLACE HOLDINGS LIMITED PARTNERSHIP, a Texas limited partnership By: TCR Houston Place Holdings Limited Partnership, a Texas limited partnership, its general partner By: TCR South Central 1995, Inc., a Texas corporation,its general partner By: Name: Title: larP President BDRC LOFTS, LTD., a Texas limited partnership By: SDRC, Inc., a Texas corporation, its general partner By: Name: Title: ( 'o'qucu"r�jc.til�,of o DL: 1122730v2 2 IN WITNESS WHEREOF, this Assignment of Consent Agreement has been executed to be effective as of the Effective Date, which is 6,ti L IrZ 2000. ITCR HOUSTON PLACE HOLDINGS LIMITED PARTNERSHIP, a Texas limited partnership By: TCR Houston Place Holdings Limited Partnership, a Texas limited partnership, its general partner By: TCR South Central 1995, Inc., a Texas corporation,its general partner By: Name: Title: BDRC LOFTS, LTD., a Texas limited partnership By: SDRC, Inc., a Texas corporation, its general parte r By Name: Title: PEIIMO EDf DL: 1122730v2 The City of Fort Worth, acting by and through its duly authorized City Manager or duly designated Assistant City Manager, hereby consents to, and approves of, the foregoing Assignment of Consent Agreement. Date: CITY OF FORT WORT By: Name: o o✓��Z Title: ASSISTANT, CITY MANAGER AT' ST: •,,ity Secreta Contract Authorization Date APPROVED AS TO FORM AND LEGALITY: City Attorney STATE OF TEXAS § COUNTY OF TARRANT § BEFORE Me, the undersigned authority, a tary Public in and for the State of Texas, on this day personally appeared known to me to be the person whose name is subscribed to the foregoi instrument, and acknowledged to me that he/she executed the same for the purposes and onsideration therein expressed, as the act and deed of the City of Fort Worth, and in the cap ity therein stated. GIVEN UNDER MY ND AND SEAL OF OFFICE this day of 200 . Notary Public in and for the State of Texas My commissio expires on: [seal] '113VEJENC rr C�r►�a�� DL: 1122730v2 Exhibit A-1 Consent Agreement [attached] "M MMEY DL: I122730v2 U U 1u'Cl���IC•���ittl 15��1 07/10/00 14:31 FAI 214 922 8553 TALL CROW Q005 CITY SECRETARY CONTRACT NO U� CONSENT AGREEMENT STATE OF TEXAS S jug COUNTY OF TA"-ANT S THIS 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 or duly designated Assistant City manager, hereinafter referred to as the 'City', and U0 -4 '�) - cle"', sL f L14 . acting herein by and through its duly authorized G- E-Q-t hereinafter referred to as "Grantees. 11IT � F� SS. F� � H s . 1. For and in consideration of the payment by Grantee of the application charge set out below and the true and faithful per- formance of the mutual covenants herein contained, City hereby grants to Grantee permission to encroach upon, use and occupy portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights-of-wary} as followsi \ Aj_r- ,'v � ���i � U �� � S .,� Wil •'�.• _07/10,'00__.L4-31 FAX 214 922 8553 TP4MMLL CROW I�008 S. The location and description of said encroachment is more particu- larly described in Exhibit 'A" , attached hereto, incorporated herein and made a part hereof for all purposes. 2 . All construction, maintenance and operation in connection with such encroachment, use and occupancy shall be performed in strict compliance with the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duly authorized representative. All plans and specifications therefor shall be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized represen- tative, but such approval shall not relieve Grantee of responsi- bility and liability for concept, design and computation in the preparation of such plans and specifications. 3. Upon completion of construction and thereafter, there shall be no encroachments in, under, on or above the surface area of the streets, alleys, sidewalks and other public rights-of-way involved, except as described herein and shown on the hereinabove referred to Exhibit "A" . 4. Grantee, at no expense to City, shall make proper provision for the relocation and/or installation of any existing or future 07/10/00 14:92 F9g 214 922 .8555 -- -- - TKUD ELL CROW C�007 utilities affected by such encroachment use and occupancy , including the securing of approval and consent from the utility companies and the appropriate agencies of the State and its polit- ical subdivisions. In the event that any inetallation, reinetal- lation, 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 wade more costly by virtue of the con- struction, maintenance or existence of such encroachment and use, Grantee shall pay to City an additional amount equal, to such additional cost as determined by the Director of Transportation and Public Works of the City, or his duly authorized representar tive. 5. City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements neces- sary for the health, safety and welfare of the public or for any other public purpose. In this regard, City shall bear no reepon- sibility or liability for damage or disruption of improvements installed by Grantee or its successors, but City will make reason- able efforts to minimize such damage. 6 . In order to defray all costs of inspection and supervision which City has incurred or might incur as a result of the con- struction or maintenance of the encroachments and uses provided for by this agreement, Grantee agrees to pay to City at the time this agreement is executed an application charge in the sum of Dollars 3 07/10/00 14:32 FAX 214 922 8553 __ 11:9-MLL CROW Z008 7. The initial term of this agreement shall be thirty (30) years, commencing on the date this agreement is executed. S. Upon the termination of this agreement for any reason what- soever, Grantee shall, at the option of City and at no expense to City, restore the public right-of-way and adjacent supporting structures to a condition acceptable to the Director of Transportation and Public Works, or his duly authorized repre- sentative, and in accordance with then existing City specifica- tions. 9. It is further understood and agreed between the parties hereto that the City streets, alleys, sidewalks and other public rights-of-Way, including the portions of such streets, alleys, sidewalks and other public rights-of-way to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the streets as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot contract away its duty and its legislative power to control the streets for the use and benefit of the public. It is accordingly agreed that if the governing body of City, to wit, its City Council, should at any time during the term hereof determine in its sole discretion to use or cause or permit the said portions of the streets, alleys, sidewalks and other public rights-of-ways to be used for any other public purpose, including but not being limited to 07/10/00 14:32 FAX 214 922 8553 _ TR-'1MfELL BROW 10009 underground, surface or overhead communication, drainage, sani- tary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, then this agreement shall be automatically cancelled and terminated. 10. Grantee understands and agrees that the granting of any encroachment hereunder is not meant to convey to Grantee any right to use or occupy property in which a third party may have an interest, and Grantee agrees that it will obtain all necessary permission before occupying such property. 11. Grantee 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 said encroachments and uses. 12. Grantee agrees to pay promptly when due all fees, taxes or rentals provided for by this agreement or by any federal, state or local statute, lama or regulation. 13. Grantee 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; that Grantee 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, 07/10/00 14:33 FAX 214 922 8553 TRAMELL CROW [a 010 employees, contractors, subcontractors, licensees and invitees; that the doctrine of respondeat superior shall not apply as 'between City and Grantee , its officers, agents , servants , employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Grantee. 14. Grantee 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 lose ' 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 connec- tion with, directly or indirectly, the construction, maintenance, occupancy, use, existence or .location of said 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 City; and Grantee hereby assumes all liability and responsibility for such claims or suits. Grantee 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 connec- tion with any and all acts or omissions of Grantee, its officers, agents, servants, employees, contractors, subcontractors, licen- sees, invitees, or trespassers. 07/10/00 14:33 FAX 214 922 8553 . TR-4MLL CROW f�011 15. Grantee 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 located and described in Exhibit wV. The amounts of such insurance shall be not lose than the followings Property damage, per occurrence $1.00,000 Bodily injury, per person $250,000 Bodily injury or death, per occurrence $500,000 with the understanding of and agreement by Grantee that such insurance amounts shall be revised upward at City's option and that Grantee shall so revise such amounts immediately following notice to Grantee of such requirement. Such insurance policy shall provide that it cannot be cancelled or amended without at least ten (10) days ' prior written notice to the Building Official of the City of Fort worth. A copy of such Certificate of Insurance is attached as Exhibit "B". Grantee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this agreement. Grantee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this agreement and until the removal of all encroachments and the cleaning and restoration of the City streets. All insurance coverage required herein shall include coverage of all of Grantee's contractors. 07.10/00 14:33 FU 214 822 8555 TRAMM"LL..CROW (0 012 16 . Grantee agrees to deposit with City when this agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Consent Agreement in its entirety in the deed records of Tarrant County, Texas. After being so recorded, the original hereof shall be returned to the City Secretary of the City of 1�oru Worth, Toxas. 17 . In any action brought by City for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorneys, fees. 1$. Grantee covenants and agrees that it Will not assign all or any of its rights, privileges or duties under this contract with- out the prior written approval of City, and any attempted assign- ment without such prior written approval shall be void. 19. This agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED this 4faday of ilG)3`-flN P1,k:A-_- L 0 F f > NCES,L CITY OF FOR B i R GRANTOR r GRAMS ATT Cit Secretary APPROV TO FO AND LEGAL s IV Ci c tXAd3VAutha izatiaaY Dater Date 8 07/10/00 14:34 FAX 214 922 8553 TRA�IMELL CROW 0 013 STATE OF TEXAS COUNTY OF TARRANT BEFORE HE, the undersigned authority, a Notary Public in and for the State of Texas , on this day personally appeared Mike Groomer , 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 consider- ation therein expressed, as the act and deed of the City of Fort North, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 19 Notary Public in and for the State of Texas a 07/10/00 14:34 FAX 214 922 8553 _ TfLAO1fELL CROW X014 STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared .JAIw ZH E4 ' 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 consider- ation therein expressed, as the act and deed of and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 44 Notary ublic in and for the St a of Texas 10 07/10/00 14:34 FAX 214 922 8553 TRAM3fELL CROW f�015 GRIFFAY BROWN ARCHITECTS ! PLANNERS FORT WaRTm 'raxA 6 Main her Ameriefmn Institut• of Arch it ac to I- � } Pp4mRt'f Lt N F- 0 if 0if 1 � VM I M _ T PAmrat1co (l�T) b V 1 0,61 .1 TtH 910 o� I qp +Vr{!MN rjE-fG'�Ir� N ,, I � I 10e W e g T ■ 1QNT64 0 T $4EET 8U11TE 100 FORT WORTH. TEXAS 70102 817 / 332-7872 07/10/00 14:34 F.AX 214 922 8553 TRAMLL CROW 0 018 GR1FFAY &► BROWN ARCHITECT13 / PLANNERS � BOAT WORTH , TItXA6 ! Member Ameri c un twsf ilrf• r/ Architects 1 r 7`((�IGAL �P�NoREL-. � 1•tG'�Y>:L�WF�T� 3iG•G4 1 ..FRCM97Y..LINA i coLdMN Px.`f�fl D i I i t i I 1 1 tt�i1N,6 'Silk — rill.ly K.' L�1/.. 4�ft'.5G1 K- 1 1 I . •�SPAN�L, SNC IZO>ac}�M�,NT v�1- �T}{Ieo�K.Mdr�Totf _.. i I 2- 4 I 1t7S W aE PT E 10HTM E T R 6 a T SUITE IOU I I<OAT WORTH, TEXAS 76102 H97/ 33R-76761 07/10/00 14:35 F-1U 214 922 8555 - TR-UWU CROW 017 PORN GRIFFAY BROWN �Wrw ARCHITECTS / PLANIVERB I FOAT WOgTHTEXA 13 MomherI LL Aw��rl c •w Iwsr itvt� o/ Archir�c I� r� ---- ft fv. 291- 9 t 5K me?, (R4 �o Ott _ d r�}{. F'lA.t`3�Y ya0. i i i 1 V 1 i 1 ffN. CEV; -yrr u I3' 10 ■ WEFT • 1OMTt4 • TAE ■ T SUITE 100 ' FORT WORTH. TEXAw 78102 817 /332-7872 07,11%00 10:14 FAX 214 822 8553 TRAM ELL CROW -,� -- 0002 3/81RF 1/2-IRF -1 _ J Vault 0 LO MH WET W 0 0 N co v H 'X'PNO m •\ MH d 2 STORY BUILDING as z Elevator / \\ 1 CORI e:OG. COR. N 60.05'0 CO 0 COO i O Staif� O 1.AC � _7 MH LpL�c) 8 STORY OFFICE bIDG. COR. Ex�1��'t••�,. 4 N .` 99 07/10/00 14:35 FAX 214 922 8533 TRAAQMLL CROW Q018 FRQM Pal%asontc FM SYSTEM F1 ar; t•E7. = 817 467 6561 flay. :5 1955 11:3ardi P1 CERT1F1QAW,0F, JNS4.RANQE YSIi FstutnATlvAgaoonYl H1001lCER THIS CERTIFICATE IS ISSUED AS A MATTER Of INFORMATION ONLY ANO CONFERG NO RIGHTS UPON THE CERTIFICATE HOLdE3R.THIS CERTIFICATE CMAPKAN-CORNLLIVS rKS SRVS,IRC DOES NOT AMENO.EXTEND OR ALTER 114E COVERAGE AFFORDED iY THE P.O. sox 300308 POLICIES BELOW. ARLINL'1'a11 TX 76006 COMPANIES AFFORDING COVERAGE Jamas K. Cornaliue 817-63J-1696 COAOWANV A Health insurance Brokers, Inc. �tTTAA ' COMOAW..B _ fNltRll'9 64TT4p HOUSTON YLACR LOFT R331D3NCSS. s COMPLW C LITTER Limited Partnership Add'1 Ins- Teneris, Inc. COMFAXT D Managing Qen.eral Dartror UTTW 3311 TOWZRWOOD 4 113 CDMPAtN t7 DALLAS T% 15234 LeTTeR E 1.- �'6�a«ki,II::.:.-tir. ,.T�. <.ea.:• • •�. ,,,fir 's >r•s,, ��:A,rw.w •�'�'•_�•Y•K»'Vev �W::�..T ..1':: .. .w.. .. :.�;v �.�ti:, .._�� g•�t�:r! 4ii THS Ire YO CERTIFY THAT THE POLICIES OF INSURAW.4 LISTED BELOW MAv1 ININ FSSUGD TO TWF INSURED NAMED ABOVE FM TNS POLICY PER100 INDFaATEO.N07WITMTAND1NG ANY RECIL"ETAENT, TEMA OR CONDITION OF ANY CONTRACT OA OTHER OOCUMENT MATH IkISP[CT YO WWCH THIS CERTIFICATE MAY 09 ISSUED OR MAY PERTAIN,THE INSURANCE AFFCAOEO BY THE POLICIIS 01SCR196Q HEREIN IS SUBJECT 10 ALL M*TERMS. EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES.LIEAITS SHOWN MAY RAVE BEEN REOUCSO BY PAID CLAIMS. ._,...... »...... ... _..........�.. _ . . __ _ TYPE OF NISURARCE •OItt:T waw" 'FOtFR EFFEGTTI[LTA I •rOLIGT EItwMTION. LIIMh « MIMI UAsarF4 COMA"AOGRET,AT! ;92.000,000 A=x�•�toFA1NERc1AL9ENlMLIIAl41TY 'AC 04534 05/15/95 05/15/94 included _'• a• y MOpIn:T't�COANFOp A�Od.» '[ CTrIMA!RMDE Y I OCCUR, r R HAL i AOM.OLIURY F[excluded 7 ;DwNEIr$a COVTRACTOIPS FROY. �EAca10 16110001000 .. ........ i,x 'deductible $1000 , :RREO"MAQKwrMRam Ewwludod M99.E11FVM OAT 1 10 00 AUTOI[oa1E lu>Alm COMINNO SIWAA! AMI AUTO LIAR E » ALL OWNED Avras EODILY NJUNT . CGII[DNLa1 AUTO! o ,IFN Owawe ' !_ MIFtw ALITOc I 1006Y RuUItY a e j NONOWNW AUTO! E'IT jNA! ItUAPLITY E FNN. TV DAMAO$ Is 911M UABAITT s EACH OCCUMvX%X •0 �.• ,.,•.•.,....,. UN ! RLtArow AGGREOAT ••«.,••__ 1 M" . .. OTHER THAN UMMELLA FORM �._ .4cx�e:� x�M>a�?o�•'YiiC_.�,:Y .f:J.T , w..•,r..w S.Y ;Y N... �L i ? SIATVTORY LCATTS :: .- Trow[EJTE ANO EACH A�E:CIQw E ETRFL9"fW UA INLITY ;WlpSB.-FolR1Y LtMFT •OISEASIk.-EACH EMPLOW1 'OTriER � Abldg/910 Houston ,pt Korth AC 04524 05/15/95 05/15/94 11000,000 36bldy/904 Houston vt Worth AC 04524 05/15/95 05/15/96 bldg 300,000 OHCRVI ON OF pr\R471pl�A,OCATIONS/VTFItClTs4 101,rt[Ra CITY OF FORT WORTH 18 p77►llav A7► ADDT TIONAI. IRsuREID As THVTR INTRRUST KAT "FrAR. , `��I• 1 ..M:�17. NOLI]Ee; ,....-. . .-. .. �CMECEL�-A►T101E :.. ,. • . ., ? ..> . .. r ..• . .- �... • SHOULD ANY OF 1149 ABOvII DESCRIBED POLICIES W CANCELLEO BEFORE THE 1X}UTATION OAT*THEREOF.THE ISGUW40 CONRANY WILL 9N09AVOR TO A"IL IQ_ DAYS WRITTEN NOTICE TO THE Ci1tTIFICATi HOLDER NAMED YO THE LE'1.BUT FAILURE TO MAII SUCH NOTIG!SHALL IIAPOSE NO OBLIGATION OR CITY OF FORT WORTO LWW L1TY pr Anly rm0 Uvo•I THF,camppAY,IT?AGRNYS OR REPRiSeN'TATMS. tORT WORTH TX AUTI.Ow1p RNgFTFMTafIVF Jlvaad 14. Cornelius ��• � 0061w-� Iteo 07 '10/00 14:35 FAX 214 922 8553 TRA L.L CROW 019 City of Fort Worth, Texas Mayor and Council Communication DATE ZtSFB;AENCB NUMBERIAG NAaSI� P11G8 06!06!95 iG-�21 g1§ 06ENCROACH t of t SMONCT I EXISTING ENCROACHMENTS AT 904 HOUSTON STREET RECOMMEND6TION: It is recommended that the City Council authorize the continuance of vxiuth 9 encroachments at 904 Houston Street. BACKGROUND: The downtown property known as Houston Place Building, located at 904 Houston St., has recently been purchased by Teneris, Inc. The new owner has plans to convert the structure to loft apartments. The owner's representative, Mr. Norbert W. Schmidt, is requestIng approval of existing encroachments in the alley to the west of the structure, piers on Throckmorton Street and spandrels on Houston Street and Throckmorton Streets. The Encroachment Committee has reviewed this request and is recommending approval. MG:w Suhmiued for CUy MaoaWs FUND ACCOLWr C EMF.R AMOUNT C"Y SECRETARY ORke br AM Kovkh 8901 APPROVED ° CITY COUNCIL Am Vovirb 8901 (ttoa o JUN` 13 12QS For Addidea4 lnrorm uoo Coote: City Sol WAN of the dR7 of Fort�►vetb.Teos Ann Kovkh 8901 07/10/00 14:36 F.k% 214 922 8559 TRAMMELL CROW Ij020 3/91RF 1/2-IRF _ J Vault Nr -i CD In MH LLIO • - --� . _ .�,--•-- -• -•-_ . .-------- - ----•- 0 Ln N CO i -X'FPID - 00 MH i o � 'v Lr) Exhibit A-2 Assignment of Consent Agreement [attached] DL: 1122730x2 07/10/00 14:30 FAX 214 922 8558 TRAMMELL CROW Q002 C;(TY SECRETARY CONTRACT No. C2 LX ASSIGNMENT OF CONSENT AGREEMENT WIIEREAS, UM Houston Placc Holdings Limited Partmship, a Texas limited 7hip("TCR"), has entered into a Real Estate Purchase Agreement, dated as of March 24, s amended, with Houston Place Loft Residences, Ltd., a Teas limited partnersbu"tp e ); V4MIF-AS, TCR desires to acquire the rights of Seller under that certain Consent between Seller and the City of Fort Worth, Texas, dated June 23. 1995, pursuant to tbx City grn tad to Seller permission to encroach upon, use And occupy portions of the Oak rigbts-0f-way in the City of Fort Worth, Texas (the 'ConsW ). wA TCR has agreed to .Lzm=the obligations of Seller under the Consent; and ` WHEREAS. the Consent provides that it cannot be assigned wiffiout the approval of the Git)r, A copy of the Consent Agreement is attached as Exhibit A and Fincorporated for all purposes. NOW.THERMRE,in considerationof the nmitual benefits to imine to them, TCR Sella take the following actions_ I. Seller bereby assigns to TCR all of the rigbt, title interest and estate of Seller in, -to end uuda the Consent. TCR bereby accepts such assiguoacnt. 2. TCR hereby assumes all obligations of Seller under the Consent performable after the date hereof and agrees with Seller that it will perform all such obligations. t- 3. Except specifically revised herein, all the retaining terms i hof the Consent Agreement shall remain the Same and contin a in 1 tforce and' effect. HOUSTON PLACE LOFT RESWENuCFS, LTD1 . _Date- f e By: JSID Properties, hie., a Texas corporation, b: its General Partner By: Christiane lle7pyidezt— L6. _ 08/26/98 WED 08:32 [TX/RX No 60271 07/10/00 14:30 FAX 21L 922 8553 TRAMLL CROW Cj00a `` �1 ITCR HOUSTON PLACE HOLDINGS i.i 4rM PARTNFYS'M te: R-�tb�98 By: TCR Houston Place Holdings Limited Partaffsbip, a Texas limited partnership, its general pubwr By: TCR South Central 1995, Iuc., a r Texas corporation,its general partner By: Ti vice 01resident The City of Fort North, acting by and through its duly authorized City Manager or duly designated Assistant City Manager, hereby coussents to, and approves of, the foregoing w*nmew• f CITY OF FORT WORTH Data: r Name: Mike Groomer, Asst. City Mgr. ' Title: AT'TES'T: Inc t �mob'`I O�` 1 In mil%J�2� •� - rNccretarY Gloria Pearson ' Contract Authorizat n .APPROVED AS TO FORM AND LEGALITY: r' `' AE1CC 0.tf'Cty Attorney Ching Ching H u a L•' i 06/26/96 WED 08:32 [TX/RX NO 60271 f 07/10/00 14:31 FAX 214 922 8553 TRAMS[ELL CROW X004 gTATE OF TEXAS ,CgUNTY OF TARRANT BEFORE ME, the undersigned authojity, a Notary Public in and ;forthe State of Texas, on this day personally -appeared Mike Groomer 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 consider- -1tion therein expressed, as the act and deed of the City of Fort :worth, and in the capacity therein stated. GIVE UNDER MY HAND AND EAL OF OFFICE this __QaQ� day of 19 . _ Rzrtrry Public I and for SARAH JANE OMI the state of xas NOTARY PUBLIC State of Texas Coronet Exp.Olt-2Q-= Exhibit B Purchaser's Insurance Certificate [attached] DL: 1122730v2 4/03 :3:56 To:Eva Horton Fron:Denise 22-nhouse 512-327-8337 Page 4/5 �'VI�n r• N77Mare (rah vaouu«•. °�- THIS CERTIFICATE IS ISSUED A3 A MATTER OF INFOA,MATIOM �r ONLY AICD CONFERS NO RXU4T$ UPON THE CERTIFICATE TEXAS ASSOCIATES INSURORS HOLDER THM CERTIFICATE DOES NOT AMEND, EXTEMD Oft 1114 LOST C-P-P-EK SLIM W'M% TH* COVEPIApE APPORDED BY TWE POUCIH9 BELQY1f. SU2TE 400 COMPANIESAFFOADINIGCOYER:3F AUa: a IN, TX 78746 CwANY A Emp re Indemnity Ins. /Hull �Co. IMMIFCD C11lpN,Y A I.akequOst Enterprises ETAL s C/o Jeff Blatt rvr 706 W. MLX, Suite #`9 Au6tin, TX 78701 o D�w+r THIS IS TO COMrY TNY►T THE rOLZ41M OF MURAWe U&II'D MOW NAVE BEZN ISSUES TO THE NgUgm NAMO ABOVE FOA THE POLICY PER OD w=ATEo, n;pTwrn LSTFWOINo AMY RlOUIREIiACNT,TEAM 0AGONDRjON OF ANY QpINTiLACT OR OT}16R DGCUf,IFJJT WRFI fEBPECT Tp WHICH THIO =FrIACATE MAY BE ISSUED OR MAY PEfiTAIK THE INSIJAANCE AFFORbW BY TFIE POLICIES DE 3CROWD NOWIN IS SUBJECT TO ALL TW TERM. 0(--LU&OM AND C.ONDMNS OF SUCH POIJOUL UMMS GHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM& _ co,LTA I 1AuxAY Lr�rs rtm of YAW&AbFcr DAZE P , Ob%L UANLM m+lM1.AOCNVIfaATE i 2, 000, 00 AkX.1ccmuwcLALamaPALLwmUw CL301701 01/z5/00 01/25/03- l 000 00 9 CL*"Wm �� MYWNAL A AIN ftAMY 1 1 ()0 0 O .w+ �fL � : 1 00 00 �� : 50.00 1 +Amew a,. % 5 flg ►uTaroeLLF uwul TY c�afl a late Luff I MY AUTO HIED AU-r23 +C r+ae+awttica AuTm t — --- - PROF�lY1'DhLlAt�e , i oYua[uaagifY Aura 0MV•EA ACCIDSR f AI.YAum b'h"THAN Alli"CV L& �4 EACM AOCIOF�R i _ AOAfKfiATF 4 orcm LLAMFU" r.ACjf OCtx TIC! A 4 Q Q 0O AuiaF*L A� BE7393613 01/25/00 01/25/01 A TS s 4 UO,Q4 IIX 07%tTw0umAF4 .lAR%1M Retained s 10,00( aPLaym,LmAL +r aeAaiT s i►f�ETOW NCL EL QUEASE PCLCY U1MT i or�T Ia AM s a AEE•EA BArLCY� t orL�F o[AcgL►'Twu aP OPQi�►?LOt�OCA ITFArs � CILY OF F'T. WORTH IS NAMED AS ADDYTIONAL INSURED 04w"Aw OF W* Aaow bewmam Foo oaa w ObAcl up on-am TME 9XPMTLor DATE THEREM. THE Oft Um COMPORY *a& fta"wom to rut CITY OF FT. WORTH 10_GATS W-rn it WTXF To TM F AMM.ATr Moaoes Mna To THe UVr, 1000 THROCKNORTON ST. wT PARAW tc AP&44cu Fl/rWA srw..INPO"no•+�F¢4Tow OR uaaam HOUSTON, TX 76102 orAqvore iw.m r— cook-". fTs AUNWrO aw r�FsaarTArrom A i _ 111Sr. "' 00."r, a9 10 !S IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POUCY. � """"`2J yvC qa am:._522-328-7676 TEXAS ASSOCIATES INSURORS property: Mt H&Wley OMCP0124475 1.114 FAST CREEK BLVD Liability: Empire Indemnity #CL301701 SUITE 400 Umbrella: National Union JBE7393613 •' AUSTIN TX 78746 cnac w�000� db R �eaeaar 17454 ----- Ixbt.RL:S ldaM MtFHYBi OCIJCYMUYYdI Lakequest Enterprises ETAL SEE ABOVE-904 Houston ' 706 W. N", Suits 09 Uncim "m �'"fi aonelraeouKrti Austin, TX 78701 09114/_P-P-- 01125101 n4a IN PIACM roWVNMWE QAnW Loc: 904 Houston St. , Ft. Worth, TX Loc: 910 Houston St. , Ft. Worth, TX COMPACCOPEPOWFOOMM AMOUM a xveuniw_ C umu Ou "ALL RISK" EXCLUDING EARTHQUAKE AND FLOOD BUILDING - REPLACEMENT COST -- 904 Houston St. $2, 700,000 5,000 BUILDING - REPLACEMEIr'T COST - 910 Houston St. $2,000,000 5,000 AGREED AMOUNT/ NO COINSURANCE FORM GY.NERAL AGGREGATE 2,000,000 1,000 PRODUCTS AGGREGATE 1,000,000 PERSONAL ADVERTISING INJURY 10000,000 EACH OCCURRENCE 1,000,000 FIRE DAMAGE 50,'i70 MEDICAL, PAYMENT 51000 UMBRELLA 4, 000, 000 100000 1x10 DAYS NOC FOR NON-PAYMENT - r THE POUCY 19 SU&JECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POUCY PERIOD. SHOULD THi PODGY BE TERMINATED, THE COMPANY WILL GIVE THE.ADDITIONAL INTEREST IDEJ�MFIED BELOW 3a DAYS WRITTEN NOTICE, AND WILL SEND NOTFFICAnON OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT ' Vi E,91ZST.IN ACCORDANCE WITH THE POLICY PROVISIONS OR A8 REQUIRED BY LAW. ;e n+,sc wn0+�RF�6M.... X IAL7iITC!►L�Ff AOOtTIOfiAL If�111� BANX UNITED - I SAGA UM PAYM 3200 S. W. FREEWAY 12600 "'► HOUSTON, TX 77027 I ._.. ,sl:s.-a�,•,;r:-:rvrrc=:i�S. oa!- -:.»-:t:..a>ro-ex Y