HomeMy WebLinkAboutContract 47435-CA1A1 Date Received: 04/04/2022 Permit Number: PN22-00012
Time Received: 3:34 pm City Secretary Number: 47435-CAlAl
ASSIGNMENT, CONSENT,AND AMENDMENT OF ENCROACHMENT
AGREEMENT
City Secretary Contract No. 47435
THIS ASSIGNMENT, CONSENT, AND AMENDMENT OF ENCROACHMENT
AGREEMENT ("Assignment") is made and entered into as of this 30th day of March , 2022
by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation
MWG Enterprises, LLC, a Delaware limited liability company ("Assignor"), and
Henderson Weatherford, LLC, a Florida limited liability company ("Assignee"). City,
Assignor, or Assignee may also be referred to individually as a "Party" or collectively as the
"Parties" herein.
WITNESSETH:
WHEREAS, the City entered into a Right of Way Encroachment Agreement
(Commercial) with 915 West Belknap, LLC, a Texas limited liability company ("Original
Licensee") on the 215t day of January, 2016 under City Secretary Contract ("CSC") No. 47435
(the "Agreement), attached hereto as Exhibit "A" and incorporated herein by reference for all
purposes;
WHEREAS, the Original Licensee, at the time of execution of the Agreement, was the
owner of certain real property more particularly described in the legal description within the
Agreement (the "Property") which is located adjacent to or near the City's right-of-way;
WHEREAS, the Agreement allowed for certain encroachments more particularly
referenced in the Agreement as "Improvements";
WHEREAS, the Agreement was recorded the 29th day of January, 2016, as Instrument
No. D216019570 in the Real Property Records of Tarrant County, Texas;
WHEREAS, the Original Licensee sold the Property to the Assignor on the 2"d day of
November, 2016 and the deed was recorded as Instrument No. D24 6279461 in the Real Property
Records of Tarrant County, Texas;
WHEREAS, the Assignor conveyed the Property to Assignee on the 21" day of January,
2022 pursuant to that certain Special Warranty Deed recorded as Instrument No. D222022631 in
the Real Property Records of Tarrant County, Texas and desires to assign the Agreement to the
Assignee;
OFFICIAL RECORD
WHEREAS, the City approves of such assignment; and CITY SECRETARY
FT. WORTH, TX
Assignment,Consent,and Amendment to CSC 47435 Page 1 of 9
Rev 04/2020
WHEREAS, in addition to the assignment, the Parties would also like to amend the
Agreement to reflect a new assignment provision under the Agreement that will correctly reflect
the requirements under the City's Encroachment Ordinance.
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 to Assignee all rights and
interests and delegates it duties and obligations under the Encroachment Agreement.
2. Assignee hereby accepts the assignment of Assignor's interest granted herein, and
assumes all of Assignor's rights, duties, and obligations 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.
8. Any notice given by any Party to another Party must be in writing and shall be
effective upon receipt when (1) 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
Assignment,Consent,and Amendment to CSC 47435 Page 2 of 9
Rev 04/2020
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.
Crty
Development Services Department
200 Texas Street
Fort Worth TX 76102
Attention: Director
Assignor
MWG Enterprises, LLC
1000 W. Weatherford Street
Fort Worth, Texas 76102
Attn: Sam Gunderson
Email: sgundersonLmwgenterprises.com and
Assignee
AHS Residential, LLC
12895 SW 132nd Street
Miami, FL 33186
Attn: Juan Fernandez, Esq.
E-mail: f(a,ahsresidential.com
with a copy to:
Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A.
150 W. Flagler Street, Suite 2200
Miami, FL 33130
Attn: Barbara Ferrer
Email: bferrer&.stearnsweaver.com
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. Assignor shall cause this Assignment to be filed of record at Assignor'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. Section 18 of the Agreement is hereby deleted in its entirety and replaced with the
following:
18.
Assignment,Consent,and Amendment to CSC 47435 Page 3 of 9
Rev 04/2020
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.
13. 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.
14. 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]
Assignment,Consent,and Amendment to CSC 47435 Page 4 of 9
Rev 04/2020
ASSIGNOR:
MWG Enterprises, LLC,
a Delaware limited liability company
By: _ l
Name: ���_ ���,�d t z-0
Title: 0'e-0
STATE OF TEXAS `` §
1 §COUNTY OF §
This instrument was acknowledged before nie on January �, 2022, by
(KOWC 6ttm , as the CZQ of MWG Enterprises, LLC, a Delaware
limited liability company, on behalf of said entity.
-• �® R(D
ti`-- kkuni,,i A S N to of Texas it
me LAW PuUlic,Sta ;1
06-24-2022
-�1 otary Public, Pate of
[NOTARIAL SEAL]
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
ASSIGNEE:
Henderson Weatherford, LLC,
a Florida limited liability company
By: _(,/_"e
ized Representative
STATE OF FLORIDA §
S
COUNTY OF MIAMI-DADE §
This instrument was acknowledged before me by means of [JJ physical presence or [ ]
online notarization,on January II q ,2022,by Osvaldo Marchante as an Authorized Representative
of Henderson Weatherford, LLC, a Florida limited liability company, on behalf of said entity.
EM&
GRETELRODRIGUEZOMMISSION N HH 006453XPIRES;June 26,2024d ThN Notary Public Underwriters
Notary CbHiic,lS,ta e of Florida
[NOTARIAL SEAL]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
SIGNATURE PAGE TO ASSIGNMENT OF ROW ENCROACHMENT AGREEMENT
APPROVED AS TO FORM AND CITY OF FORT WORTH
LEGALITY/��/J{/—
DJ Ha�202211:56 CDT)
FWBC Sec. 3210 DJ Harrell, Director
Thomas Royce Hansen, Assistant City Attorney Development Services Department
City Attorney's Office
Date: Mar 23,2022 Date: Mar 30,2022
a
ATTEST: 70 0001 000
Rr�o�
Tannel-fe S. Gioodall °
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Jannette S.Goodall(Mar 31,202217:10 CDT) a/ 0
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Jannette Goodall °*00
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City Secretary �� 4l O *d
&C not Required) � TE0000
Date: Mar 31,2022
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.
Janie S. Morales
Development Manager
Date: M a r 23,2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment,Consent,and Amendment to CSC 47435 Page 6 of 9
Rev 04/2020
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on March 30th 2022 by DJ
Harrell, Interim Director, as the Director of the Development Services Department of the City of Fort
Worth, a Texas municipal corporation on behalf of the City of Fort Worth.
WendL, Digitally signed by
Y Wendy L.Beardslee
(PRYPv WENDY L BEARDSLEE Beardslee Date:2022.03.30
2 e�% Notary Public 16:42:10-05'00'
* + STATE OF TEXAS Notary Public, State of Texas
GV P Notary I.D. 13323719-3
9�OF My Comm. Exp. July 28, 2025
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment,Consent,and Amendment to CSC 47435 Page 7 of 9
Rev 04/2020
EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS
Assignment,Consent,and Amendment to CSC 47435 Page 8 of 9
Rev 04/2020
fi Page 1 of 18
CITY SECRETAW L
CONTRACT RO. jr7l_/3)-7
JA%212p16 RIGHT OF WAY
�� Y�ll�Tll ENCROACHMENT AGREEMENT
Ii'f a�GllSrct
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 Planning and Development Department Director, hereinafter referred
to as the "City", and 915 West Belknap, LLC, acting herein by and through its duly
authorized Dustin Rail, Authorized Signatory hereinafter referred to as "Licensee",
Owner of the property located at 915 West Belknap,Fort Worth TX 76102 ("Property").
AGREEMENT
1.
For and in consideration of the payment by Licensee of the fee set out below and
the true and faithful performance of the mutual covenants herein contained, City hereby
grants to Licensee permission to construct/ install and/or allow to remain,
Improvement(s) ("Improvement")that encroaches upon, uses and/or occupies portions of
the space under, on and/or above the streets, alleys, sidewalks and other public rights-of-
way, such Improvement(s) are described as follows:
Installation of pedestrian lights and trees
The location and description of said Improvement and the encroachment is more
particularly 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
Improvement, use and occupancy shall be performed in strict compliance with this
Agreement and 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 thereof shall be subject to the
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prior written approval of the Director of Transportation and Public Works, or his duly
authorized representative, but such approval shall not relieve Licensee of responsibility
and liability for concept, design and computation in preparation of such plans and
specifications.
3.
Upon completion of construction and installation of said Improvement 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.
Licensee, at no expense to the City, shall make proper provisions for the
relocation and installation of any existing or future utilities affected by such
encroachment use ;and occupancy, including the securing of approval and consent from
the utility companies and the appropriate agencies of the State and its political
subdivisions. In the event that any installation, reinstallation, relocation or repair of any
existing or future utility or improvements owned by, constructed by or on behalf of the
public or at public expense is made more costly by virtue of the construction,
maintenance or existence of such encroachment and use, Licensee shall pay to City an
additional amount',, equal to such additional cost as determined by the Director of
Transportation and:,Public Works of the City,or his duly authorized representative.
5.
City may enter and utilize the referenced areas at any time for the purpose of
installing or maintaining improvements necessary for the health, safety and welfare of the
public or for any other public purpose. In this regard, Licensee understands and agrees
that City shall bear no responsibility or liability for damage or disruption of
improvements installed by Licensee or its successors, but City will make reasonable
efforts to minimize;such damage.
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6.
In order to defray all costs of inspection and supervision which City has incurred
or will incur as a result of the construction, maintenance, inspection or management of
the encroachments,'and uses provided for by this Agreement, Licensee agrees to pay to
City at the time this Agreement is requested an application fee in the sum of Three
Hundred and Twenty-Five Dollars ($325.00). Upon execution of this Agreement and
annually thereaftery Licensee agrees to pay a fee in the amount of$.56 per square/linear
foot of the encroachment area.
7.
The term 4 this Agreement shall be for thirty(30)years, commencing on the date
this Agreement is executed by the City of Fort Worth.Provided however,this Agreement
shall terminate upon the non-compliance of any of the terms of this Agreement by the
Licensee. City shall notify Licensee of the non-compliance and if not cured within thirty
days this Agreement shall be deemed terminated.
8.
Upon termination of this Agreement, Licensee shall, at the option of City and at
no expense to City, restore the public right-of-way and remove the Improvement
encroaching into the public right-of-way, to a condition acceptable to the Director of
Transportation and Public Works, or his duly authorized representative, and in
accordance with then existing City specifications. It is understood and agreed to by
Licensee that if this Agreement terminates and Licensee fails to remove the
Improvement, Owner hereby gives City permission to remove the Improvement and any
supporting structures and assess a lien on the Property for the costs expended by the City
to remove such Improvement.
9.
It is further:understood and agreed upon between the parties hereto that the public
rights-of-way, alleys, sidewalks ("public right-of-way") to be used and encroached upon
as described herein, are held by City as trustee for the public; that City exercises such
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powers over the public right-of way 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 public right-of-way 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 right of way
to be used for any'iother public purpose, including but not being limited to underground,
surface of overhead communication, drainage, sanitary sewerage,transmission of natural
or electricity, or any other public purpose, whether presently contemplated or not, that
this Agreement shall automatically terminate.
10.
Licensee agrees and acknowledges that this Agreement is solely for the purpose
of permitting Licensee to construct,maintain and locate the Improvements over or within
the described public right of way and is not a conveyance of any right, title or interest in
or to the public right of way nor is it meant to convey any right to use or occupy property
in which a third party may have an interest. Licensee agrees that it will obtain all
necessary permission before occupying such property.
11.
Licensee agrees to comply fully with all applicable federal, state and local laws,
statutes, ordinances, codes or regulations in connection with the construction, operation
and maintenance of said Improvement, encroachment and uses.
12.
Licensee agrees to pay promptly when due all fees, taxes or rentals provided for
by this Agreement or by any federal, state or local statute, law or regulation.
13.
Licensee covenants and agrees that it shall operate hereunder as an independent
contractor as to all rights and privileges granted hereunder and not as an officer, agent,
servant or employee of City and Licensee shall have exclusive control of and the
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exclusive right to control the details of its operations, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. The doctrine of
respondeat superior shall not apply as between City and Licensee, its officers, agents,
servants, employees, contractors and subcontractors, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Licensee.
14.
LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL ;CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS,OF WHATSOEVER KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR
INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE,
EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND
ENCROACHMENT AND USES GRANTED HEREUNDER,WHETHER OR NOT
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND
LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL
LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR
ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT
OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF
LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR
TRESPASSERS.
15.
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While this',Agreement is in effect, Licensee agrees to furnish City with a
Certificate of Insurance,naming City as certificate holder, as proof that it has secured and
paid for a policy of public liability insurance covering all public risks related to the
proposed use and occupancy of public property as located and described in Exhibit "A".
The amounts of such insurance shall be not less than the following:
$1,000,000 Commercial General Liability
with the understanding of and agreement by Licensee that such insurance amounts shall
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 provide 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
Certificate of Insurance is attached as attached as Exhibit`B". Licensee agrees to submit
a similar Certificate of Insurance annually to City on the anniversary date of the
execution of this Agreement.
Licensee agrees, binds and obligates itself, its successors and assigns,to maintain
and keep in force ,such public liability insurance at all times during the term of this
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
Licensees' contractors.
16.
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 Consent
Agreement in its entirety in the deed records of Tarrant County, Texas. After being
recorded, the origirial shall be returned to the City Secretary of the City of Fort Worth,
Texas.
17.
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In any action brought by the City for the enforcement of the obligations of
Licensee,City shall be entitled to recover interest and reasonable attorney's fees.
18.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under this contract without the prior written approval of the Director
of Planning and Development. Any attempted assignment without prior written approval
will be void.
19.
THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION
CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
20.
This Agreement shall be binding upon the parties hereto, their successors and
assigns.
EXECUTED this. A day of_ )LIAuqq 2010
41
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City Licensee
City of Fort Worth 915 West Belnap LLC
By: By:
RanPHarwoo�L
, irector Name:Dust n RaH
Planning and Development Tide:Autho ' d Signatory
ATTEST: Approved As To Form and Legality
a.t_ - 1
j f ity Secretary U Assistant City Attorney
QF °00a0%
01
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Page 9 of 18
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 MA�Y"" HAND AND SEAL OF OFFICE this��day of
20 I(P .
MARYBEI PINA
WON Public,state of Texas
q�
Y Commission Expires
September 10,2018
Notar P tc in and for the
State of Texas
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Page 10 of 18
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE NEE, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Dustin Rail,Authorized Signatory,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 915 West Belnap LLC, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this j -` day of
20_15 .
�;K1►W1Pil�KkR
Nh C
des Notary Public in and or the
t�,za,zone
••.,a K.� State of Texas
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Page 11 of 18
Exhibit A
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MARY LOUISE GARCIA ,, �#
COUNTY CLERK
100 West Weatherford Fort Worth,TX 76196-0401
PHONE(817)884-1195
CITY OF FORT WORTH
1000 THROCKMORTON ST
FT WORTH, TX 76102
Submitter: CITY OF FORT
WORTH/DEVELOPMENT&
PLANNING
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 1/29/2016 2:29 PM
Instrument#: D216019570
A 18 PGS $80.00
By.
D216019570
ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
*ACS/TRC* TARRANT Doc: 000019570 Date: 01/29/2016 Vol: 0000000 Page: 00000 Page: 18 Of 18
EXHIBIT B, REVISED
CERTIFICATE OF INSURANCE
Assignment,Consent,and Amendment to CSC 47435 Page 9 of 9
Rev 04/2020