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HomeMy WebLinkAboutContract 43520-CA1 (3)Pagel of 9 D215052726 311712015 12:23 PM PGS 9 Fee: $48.00 Subrnitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records lj Y' rn 0 m rr� 0 0 G:1AgrcernencsUWB\LAZ Parking Docurnents\Assignment and Assumption of Encroachment Agreements 2-24-15.docx +5bCJiI 'Oa rcia NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS ANY INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD .IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ASSIGNMENT AND ASSUMPTION OF ENCROACHMENT AGREEMENTS This Assignment and Assumption of Encroachment Agreements (this "Assignment") is made to be effective as of the I day of Fes ; 2015 by and between LAL/LA VI THE, L.P., a Delaware limited partnership ("Seller") and MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company ("Buyer"). RECITALS: A. This Assignment is executed and delivered pursuant to that certain Purchase and Sale Agreement, effective as of November 21, 2014 (the "Purchase Agreement"), by and between Seller and Buyer in which Seller agreed to sell and Buyer agreed to purchase, among other things, the real property described in Schedule 1 attached hereto (the "Land"). B. All capitalized terms that are used but not defined herein shall have the .same meanings ascribed to such terms in the Purchase Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Assignment and Assumption. For good and valuable consideration, Seller hereby sells, assigns, conveys and contributes to Buyer, and Buyer hereby accepts all of Seller's right, title and interest in and to the Encroachment Agreements (the "Encroachment Agreements") between Seller and the City of Fort Worth, Texas, relating to the Real Property, set forth on Schedule 2, and Buyer hereby assumes all of Seller's obligations under the Encroachment Agreements first arising or accruing from and after the Closing Date. 2. Warranty. Seller represents and warrants to Buyer that it is the owner of the Encroachment Agreements, and Seller warrants and defends title to the Encroachment Agreements unto Buyer, its successors and assigns, against any person or entity claiming, or to claim, the same or any part thereof, when the claim is by, through, or under Seller but not otherwise, subject only to the Permitted Exceptions, WE HEREBY GEFiI (t=Y THIS IS A FULL, TRUE AND CORRECT COPY OF THE ORIGINAL. First American Tale ompany By: 1/4a1 OFFICiAl. RECORD CITY SECRETARY Fr. WORTH, TX 3. Indemnification. This Assignment, being further documentation of the transaction provided for in the Purchase Agreement, does not limit the rights or obligations therein provided. The indemnification agreements with respect thereto, and all limitations thereto, are hereby incorporated into this Agreement. Additionally, however, but subject to the limitations set forth in the Purchase Agreement, if any, the parties agree as follows: a. From and after Closing, Seller agrees to indemnify, defend and hold harmless the Buyer and each of its partners, shareholders, owners, officers, directors, employees agents, brokers, and other representatives, from any and all Claims (including without limitation court costs, attorneys' fees and litigation costs) accruing or arising prior to Closing in connection with this Assignment; and b. From and after Closing, Buyer agrees to indemnify, defend and hold harmless the Seller and each of its partners, shareholders, owners, officers directors, employees agents, brokers and other representatives, from any and all Claims (including without limitation court costs attorneys' fees and litigation costs) accruing or occurring on or after Closing in connection with this Assignment. 4. Counterparts Facsimile. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Assignment. To facilitate execution of this Agreement, the parties may execute and exchange by telephone facsimile counterparts of the signature pages. 5. Consent to Future Assignments. Reference is made to the provision in each of the Encroachment Agreements that each such Encroachment Agreement can be assigned only with the prior consent of the City of Fort Worth. By signing the Consent and Limited Joinder to this Assignment, below, the City of Fort Worth agrees not to withhold unreasonably its consent to further assignments of any of the Encroachment Agreements. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.] SELLER: LAZ/LA. VI THE, L.P., a Delaware Limited partnership By: LAZ/LA, VI THE GP, LLC, a Delaware limited liability company, its general partner By: LAMA VI, LLC, a Delaware limited liability company, its sole member By: LAZ Parking Realty Investors, LLC, a Connecticut limited liability company, its manager By: 6 Name: ice/ / visa,n Title: 0 ti COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF SUFFOLK ) v fititThis instrument was acknowledged before me on this day of , 2015, by , as the Authorized Signatory of LAZ Parking Realty Investors, LLC, a Connecticut limited liability company and manager of LAZ/LA VI, LLC, a Delaware limited liability company and the sole member of LAZ/LA VI THE GP, LLC, the general partner of LAZ/LA THE, L.P., a Delaware limited partnership, on behalf of said limited partnership. Notary Public in and for the Commonwealth of Massachusetts air t t: �.� 7� • g�11 } ; r. l it:: all •rn 1 '` ) ' 1?-1" mi.:kite/3 le;:4 a 74I r) • t)) i 1' r 1 ASSIGNMENT AND ASSUMPTION OF ENCROACHMENT AGREEMENTS ''' EXECUTION PAGE 3 IN WITNESS WHEREOF, this Assignment and Assumption of Encroaclunent Agreement has been duly executed and delivered as of the day and year set forth above. BUYER: MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company By: MVP Realty Advisors, LLC, a Nevada limited liability company, its Manager By: .i//� Name: f%kkeid V. c5W Title: Manager STATE OF N V COUNTY OF Cl a rk This instrument was acknowledged before me on this t. day of H , 2015, by /�1rc. alt US/��sf , as Manager of MVP Realty Advisors, LLC, a Nevada limited liability company, and the manager of MVP Fort Worth Taylor, LLC, a Nevada Iimited liability company, on behalf of said limited liability company. Publ c in and Toile State of NG✓APla NO ARY PUBLIC I STATE OF NEVADA County of Clark JO ANNE CUTOLO Appt, No. 01-e762 -1 My Appt. Expires Match 1 2017 ASSIGNMENT AND ASSUMPTION OF ENCROACHMENT AGREEMENTS EXECUTION PAGE CONSENT AND LIMITED JOINDER The City of Fort Worth, Texas hereby: (a) consents to and approves the assignment of the Encroachment Agreements by the Seller as described in Section 1 of this Assignment and Assumption of Encroachment Agreements; and (b) joins in and agrees to be bound by Section 5 of this Assignment and Assumption of Encroachment Agreements, effective as of the date set forth above. by: f k\g_t, 1a ti ni o"" Ma REWIRED STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersi e_• aut t ort , a o Public in and for the State of Texas, on this day personally appeared IiZkkW4tb1bwn to me to be the erson whose p Y ppp 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. CITY OF FORT WORTH, TEXAS By: Nam Title: 10 Approved as to Form and Legality Vet/A-42_ Assistant -City Attorney L GIVEN UNDER MY HAND AND SEAL OF OFFICE t 2015. •‘aY P''% CASSANDRA F. FOREMAN cirttc\ Notary Publics State of Texas �', :�am My Commission Expires •+ '''`,'i/�11�,``` April 26, 2017 day of Notary Public in and for the `State of Texas 5 purl aqi I n'i11QaHaS There is no Tract 1. Tract 2: All of Lot 4R in Block 3 of BJRSHFIELD ADDMON, to the City of Fort Worth, Tarrant County, Texas according to the replat thereof recorded in Cabinet B, Slide 2503 of the Plat Records of Tarrant County, Texa% embracing all of the 21,487 square feet tract described in the deed to 813 Company Lid., recorded in volume 16020 page 48 of the Deed Records ofTanant County, Texas and described by metes and bonards as follows: Beginning at the northwest comer of said Lot 4R, and the northeast corner of the 1008 square feet tract described in the deed to 813 Company. Ltd., recorded in volume 16020 page 48 of the said • Deed Records, from which a Y cut in concrete found bears west 5 feet and north 10-13/100 feet and a lead plug with tack scr bears west 10 feet. Thence cast, along the north line of said Lot 4R, 100 feet to the northeast comer of said Lot 4R, for the west line of an 18' wide alley, from which a lead plug with tack set bean east 8-501100 feet. Thence south, along the east tine of said Lot 4R, and the west lino of said 18' wide alley, 214- 87/100 feet to the southeast comer of said Lot 4R, from which a lead plug with tack set bears cast 8 50/100 feet, Thence west, along the south tine of said Lot 4R, 100 feet to the southwest corner of said Lot 41t, for the cast line of Lanett Street, frown which a lead plug with tack sect bears west S feet Thence north, along the west liar of said Lot 4R, for the east line of said Lamer Street, 214- 87/100 feetto the plate of beginning and containing 21,487 square feet Tract 3: Overhead passageway over t pardonerthe IS' wide Alley in Sleek 3 of HIRSH:FIELD ADDITION, to the City of Fort Worth, Tarrant County, Texas and described by metes and bounds as follows: Commencing at the northwest corner of Lot 41t is Block 3 ofHTl/SIiAIE/B ADDITION, to the City effort Worth, Tarrant Comity, Texas according to the rep fat thereofrecordcd in Cabinet B, • Slide 2503 ofths Plat oscsrds ofTartant County Texas from which wY cat in ooncrrs fiaad --- beew west 2 feet and north 10-13/100 feat tad at lead plug with tack set bears west 10 feet, tad then run *Wog the north lino of said Lot4R, cast l00 feet to the nextheert conterof said Lot 41t, from which a, lead plug with tack ew4tsrrs east 8-50/100 fem, and south along tie east line of said Loot 4R, 54-46/100 feet to the intersection of the north wall of an overhead passageway for the nor hwwt and beginning corner of tract bung described. Thence north 89 degteew 22 minutes-10 seconds east. along the line of the said overhead wall V8- 00/100 foot to the east lima ofsaid 18' wide alley. Thence south. *long the east lire of said 18' wide alley, 5842/1011 feet to the intrrsecdon of flee south wail tasted overhead passageway. Thence north 89 dogrees-32 minutes-l8 sccoods west, along the said south wall of overhead passageway,1840/100 feet to the east line of said Lot 4R, and the west lino of said tr wide entry. Thence north, slang the said east tine of Lot 4R, end the west line of said 18' wide alley, 58- 77/100 feet to the place ofbcgbrarng and containing 1,059 square feet. Page l Tract 4: All of Lots 1, 2, 3, and 4 in Block 6, and all of Lot 1 and a portion Lot 2 in Block 3 of HIRSHFIELD ADDITION, to the City of Fort Worth, Tarrant County, Texas, embracing all of 0-393/1000 of an acre tract described m the deed to 813 Company Ltd., recorded in volume 12832 page 16 of the Deed Records of Tarrant County, Texas and all of Lot 3 in Block 6 as described m volume 12832 page 14 ofthc said Deed Records, and all of the 0-1603/10000 of an acre tract described in the dead to 813 Company Ltd., recorded in volume 12627 page 855 of the said Deed Records, and described by metes and bounds as follows: Beginning at a lead plug with tack recovered for the northwest corner of said Lot 1, and for the south line of West Seventh Street. Thence north 59 degrecs-16 minutes-23 seconds cast, along the north line of said Lot 1, for the south line of said West Seventh Street, 75.00/100 feet to a lead plug with tack set for the northeast comer of said Lot 1, for the south lint; of said West Seventh Street, and fur the west line of Taylor Strut, Lout which a lead plug with tack recovered bears north 59 degrees-I6 minutes 23 seconds east5-25/100 fret. Thence south 13 degrees-02 minutes-29 seconds east, along the cast tint of said Lot 1, to and along the east line ofsaid Lot 2, to and along the east line of said Lot 3, to and along the cast line of said Lot 4, for the west line of Taylor Street, 206-51/100 feet to the southeast comer of said Lot 4, and for the northeast corner of Block; in said HiRSHFIELD ADDITION, from which a lead plug with tack set bears east 5 feet. Thence south, along the east line of Block 3 for the west tine of said Taylor Street 125-09/100 feet to the northeast comer of Lot 2A in said Block 3, HIRSI3FIELD ADDITION, according the to plat thereof recorded in volume 388-57 page 487 of the Plat Records of Tarrant County, Texas. Thence west, along the north line of said Lot 2A, 100 feet to the northwest corner of said Lot 2A, and the east line of an 18' wide -alley, from which a lead plug with tack set bears west 9-50/100 feet. Thence north, along a portion of the west line of said Lot 2 in Block 3, to and along the west line of said Lot 1 in Block 3, and along the east line of the said 18' wide alley,125-09/100 feet to the northwest comer of said Lot 1 in Block 3, in the south line of said Lot 4 in Block 6. Thence west, along theesaid south line of Lot 4 in Block 6, 9-00/100 feet to the southwest corner of said Lot4 in Block 6. Thence north 00 degrees-11 minutes-13 seconds east, along the west line of said Lot 4 in Block 6, 31.45/100 feet to the northwest corner of said Lot 4 in Block 6, and the southwest comer of said Lot 3 in Block 6. Thence north 00 degrees-40 minutes-11 seconds west, along the west line of said Lot 3 in Block 6, 51-34/100 feet to the northwest corner of said Lot 3 in Block 6, and the southwest comer of said Lot 2 in Block 6. Thence north 5/ degrees-07 minutes-34 seconds west, along the west line of said Lot 2 in Block 6, to acid along the west line of said Lot 1 in Block 6, 80-10/100 feet to the place of beginning and containing 28,706 square feet. Page 2 SCHEDULE Encroachment Agreements 1. Consent Agreement (City Secretary Contract No. 24903) executed September 1, 1998, recorded in Volume 13834, Page 511, Deed Records, Tarrant County, Texas, between City of Fort Worth and 813 Company Ltd 2. Encroachment Agreement (City Secretary Contract No. 37457) executed August 21, 2008, between City of Fort Worth and 813 Company, Ltd filed for record under Clerk's File No. D208347462, Deed Records of Tarrant County. 3. Encroachment Agreement (City Secretary Contract No. 37635) executed August 5, 2008, between City of Fort Worth and 813 Company, Ltd and filed for record under Clerk's File No D208371995 Deed Records of Tarrant County, Texas. 4. Encroachment Agreement (City Secretary Contract No. 43520) executed August 23, 2012, between City of Fort Worth and LAZ/LA VI THE, L P and filed for record under Clerk's File No. D2112215092, Deed Records of Tarrant County, Texas.