HomeMy WebLinkAboutContract 47983-CA3Date Received: _ _ _2/14/2023_
Time Received: _ _ 10:35 a.m.-
Record Number: PN22-00165
City Secretary No.: __47983-CA3
PARTIAL ASSIGNMENT AND CONSENT OF
RIGHT OF WAY ENCROACHMENT AGREEMENT
City Secretary Contract No. 47983
THIS PARTIAL ASSIGNMENT OF RIGHT OF WAY ENCROACHMENT
AGREEMENT ("Assig n menf) is made and entered into as of the Effective Date (as
hereinafter defined), by and among the CITY OF FORT WORTH, a Texas home -rule
municipal corporation ("City"), FW TRINITY LB PHASE Il, LTD., a Texas limited
partnership ("Assignor"), and WMCi DALLAS XIV, LLC, a Virginia limited liability
company CAssianee"). Sometimes herein City, Assignor, or Assignee may also be referred to
individually as a "Party" or collectively as the "Parties."
WITNESS ETH:
WHEREAS, Assignor is the fee owner of certain land improvements located at 545
Harrold Street (previously 599 Harrold Street), Fort Worth, Texas 76102 (the "ProDerty").
WHEREAS, the City entered into a Right -of -Way Encroachment Agreement, City
Secretary Contract No. 47983 (the "Encroachment Agreement'\ on or about July 13, 2016,
with Assignor's predecessor -in -title, the then owner of certain real property more particularly
described in the Encroachment Agreement, of which the Property is a part. The Property is
legally described as "Lot 2R-I, Block 11 of Evans -Pearson Westwood Addition to the City of
Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No.
D217082216, ." Reccjd0, Tarrant Cg*ty, Texas :Jocated=Cpoerrt to O- !ea the Gity's_rtght-
of-way on which the encroachments are located. The encroachments relating to the Property are
more particularly described in the Encroachment Agreement;
WHEREAS, the Encroachment Agreement was recorded cn July 19, 2016, as Instrwnent
No. D216160403 in the Real Property Records of Tarrant County, Texas, and was thereafter
partially assigned to Assignor under that certain Partial Assignment and Consent of Right of
Way Encroachment Agreement recorded cn August 30, 2018, as Instrwnent No. D218194792 in
the Real Property Records of Tarrant County, Texas, and is attached hereto as "Exhibit A" and
incorporated herein by reference for all purposes (the rights assigned to and assumed by
Assignor thereunder are referred to herein as the "Assigbed Interests" and relate only to the
Property); and
WHEREAS, Assignor desires to assign its interest in the Assigned Interests to Assignee.
OFFICIAL RECORD
Partial Encroachment Assignment Agreement CITY SECRETARY Pagel of9
Fr. WORTH, TX Rev 12/2020
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 in the
Assigned Interests to Assignee, as the same relate to the Property.
2. Assignee hereby accepts the Assigned Interests granted herein, and assumes all of
Assignor's rights, duties, and obligations under the Assigned Interests first accruing from and
after the Effective Date, as the same relate to the Property.
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 Assigned Interests accruing
before the Effective Date are allocated to Assignor, and all rights, duties, and obligations first
accruing from and after the Effective Date shall be allocated to Assignee, as the same relate to
the Property.
5. Except as otherwise expressly set forth in this Assignment, Assignor will be
discharged from any and all further obligations under the Assigned Interests as of the Effective
Date, as the same relate to the Property.
6. Assignor represents, warrants, and covenants with City and Assignee that as of
the Effective Date, Assignor, to its knowledge, is not in default of any of its obligations with
respect to the Assigned -Interests.
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 (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.
Partial Encroachment Assignment Agreement Page 2 of 9
Rev 12/2020
Cily
Development Services Department
200 Texas Street
Fort Worth TX 76102
Attention: Director
Assignor
FW Trinity LB Phase 11, Ltd.
c/o Endeavor Real Estate Group
500 W. 501 Street, Suite 700
Austin, Texas 78701
Attention: Nelson Crowe
Assignee
WMCi Dallas XIV, LLC
3951 Stillman Pkwy.
Glen Allen, VA 23060
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. City shall cause this Assignment to be filed of record 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" only with respect to the Property.
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.
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]
Partial Encroachment Assignment Agreement Page 3 of 9
Rev 12/2020
ASSIGNOR:
ev.km✓ ?.%5 LLc / a Tit VA-W 1-1. -1) C•-PN 13
By: -9 Q� %'
Name: P. Cl..»I,, V h,,,�
Title: &VP
Date: C.15. 2.3
STATE OF rEIX§
COUNTY OF §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
a s , on this day personally appeared• C1'lavlC5Ndrthii4(e) kno� n to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she
executed the same for the purposes and consideration therein expressed, as the act and deed of
�! (entity type), and in the capacity therein stated.
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7�t�JJ �c�VOf o2015 /'1 and a�c►tt � l.l.�, a Texzts �� hf1� �',e� ���b� 1 � �Y [om�N /
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of M ay ,
20 ,�3 .
Notary Public in and for the
State of T iex?, s
Encroachment Assignment Agreement
J%W p///i LISA PARK
Notary Public, State of Texas
°'; Comm. Expires 07-23-2026
%N�...�.
Notary ID 125877283
Page 4 of 9
Rev 12/2022
ASSIGNEE:
WMCi DALLAS N IV, LLC, a Virginia limited liability company
By
Name: .� c �r �,cav►Cas� r
Title: CAVI� CV-0
Date: Mo, 7, aDa3
COMMONWEALTH
SWAQPE OF VIRGNJA §
COUNTY OF HENRICO §
GrAMrft ,>ca I+k
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
C•- fre-s;dg-4 a --a. (nFo
�: rt►tia;o` , on this day personally appeared1oNr%T.,l*--4A$kTitle) known to me to be the person
whose) name is subscribed to the foregoing instrument, and acknowledged to me that he or she
executed the same for the purposes and consideration therein expressed, as the act and deed of
wMc: O _I o4s XIV LLL, 0. V : g; a;�. �; .�. �1td i s wrl7; 1.+� co,r►t�..�.�
(entity type), and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
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NotaI'Pub inand for the
Space of V
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PUBLIC
REG # 282905
MY COMMISSION
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Encroachment Assignment Agreement Page 5 of 9
Rev 12/2022
APPROVED AS TO FORM AND
LEGALITY:
Jeremy Anato Mensah
Assistant City Attorney
City Attorney's Office
Date: Jul 11, 2023
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ATTEST: °o
Jannette Goodall
City Secretary
(M&C not Required)
Date: J u l 13, 2023
CITY OF FORT WORTH
DJ Harrell (Jul 11, 202316:19 CDT)
DJ Harrell, Director
Development Services Department
Date: Jul 11, 2023
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 Diane Owen (Jul 11, 202312:30 CDT)
Date: Jul 11, 2023
Rebecca Owen
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Encroachment Assignment Agreement Page 6 of 9
Rev 12/2022
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on July, 11th , 2023 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.
WendLDigitally signed by
Y� Wendy L. Beardslee
Date: 2023.07.11
Beardslee
o�PRv Pia WENDY L BEARDSLEE 16:25:26-05'00'
a Notary Public
* * STATE OF TEXAS
Notary I.D. 13323719-3
9oF My Comm. Exp. July 28, 2025
Encroachment Assignment Agreement
Notary Public, State of Texas
Page 7 of 9
Rev 12/2022
EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS
Partial Encroachment Assignment Agreement Page 8 of 9
Rev 12/2020
Page 1 of 9
D218194792 8/31/2018 8:38 AM PG 9 Fee: $48.00 Submitter: CSC ERECORDING SOLUTIONS
Electronically Recorded by Tarrant County Clerk in Official Public Records �_ i
� �etrr� flma L �
PARTIAL ASSIGNMENT AND CONSENT OF
RIGHT OF WAY ENCROACHMENT AGREEMENT
City Secretary Contract No. 47983
THIS PARTIAL ASSIGNMENT AND CONSENT OF RIGHT OF WAY
ENC OA HMENT AGREEMENT ("Assignment") is made and entered into as of this 2
day 6� r, 2018, by and between the CITY OF FORT WORTH, a Texas home -rule municipal
corporation {"Clt "), CENTERGY RIVER I LP, a Texas limited partnership, ("Assilynor"), and
FW TRINITY LB PHASE II, LTD., a Texas limited partnership ("Assignee'). (Sometimes
City, Assignor and Assignee are referred to individually as a "Party" and collectively as the
"Parties").
WITNESSETH:
WHEREAS, the City entered into a Right of Way Encroachment Agreement, City
Secretary Contract No. 47983 (the "Encroachment Aereemcut") with Assignor as the "Licensee"
and the owner of certain real property more particularly described on Exhibit "A" attached hereto
and incorporated herein by reference (the "Property") located adjacent to or near the City's right-
of-way on which the encroachments are located. The encroachments are more particularly
described in the Encroachment Agreement and are sometimes called therein and herein the
"Improvements";
WHEREAS, the Encroachment Agreement was filed on July 19, 2016 and recorded as
Instrument No. D216160403 in the Real Property Records of Tarrant County, Texas;
WHEREAS, Assignor previously sold that portion of the Property described as Tract I on
Exhibit "A" attached hereto ("Tract I") to FW Trinity LB, Ltd. ("Tract I Purchaser") on August
18, 2017, and in connection therewith the Encroachment Agreement was partially assigned to Tract
I Purchaser pursuant to a Partial Assignment and Consent of Right of Way Encroachment
Agreement dated August 18, 2017 (the "Tract I Assignment Agreement"); and
WHEREAS, Assignor now has sold the remainder of the Property, being that portion
described as Tract 2 on Exhibit "A" attached hereto ("Tract 2"), to Assignee on August ?) i ,
2018 (the "Closing Date") as evidenced by a deed recorded as Instrument No. D
in the Real Property Records of Tarrant County, Texas; and
WHEREAS, Assignor desires to assign the remainder of its rights under 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:
Consent to Assignment (CSC No. 47983) Page 1 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
Title Data, Inc. CH TDI46468 TA 2018194792.001
Page 2 of 9
1. Assignor hereby partially assigns, transfers and conveys its rights and interests and
delegates it duties and obligations under the Encroachment Agreement to Assignee, to the extent
relating to Tract 2.
2. Assignee hereby accepts the Assignment granted herein, and assumes all of
Assignor's rights, duties and obligations arising under the Encroachment Agreement to the extent
relating to Tract 2, from and after the Effective Date (as hereinafter defined). In this regard,
Assignor -and Assignee agree that the portion of the annual fee under the Encroachment Agreement
to be paid by Assignee is $10.92 (19.5 square/linear feet). Tract I Purchaser is responsible for the
payment of the balance of such annual fee attributable to Tract I pursuant to the Tract I Assignment
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 later of (i) the date of its execution
by the City or (ii) the Closing Date (the "Effective Date"). All rights, duties and obligations under
the Encroachment Agreement relating to Tract 2 and arising, accruing or relating to the period
before the Effective Date are allocated to Assignor and all rights, duties and obligations relating
to Tract 2 and 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 to the extent
relating to Tract 2, 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 assignment. 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 (i) sent by U.S. mail with property 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.
Consent to Assignment (CSC No. 47983) Page 2 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
Title Data, Inc. CH TDI46468 TA 2018194792.002
Page 3 of 9
CAY
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX 76102
Attention: Director
Assignor
Centergy River I LP
8235 Douglas, Suite 900
Dallas, Texas 75225
Attention: West Miller
Assignee
FW Trinity LB Phase II, Ltd.
c/o Endeavor Real Estate Group
500 W. 56' Street, Suite 700
Austin, Texas 78701
Attention: Nelson Crowe
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", with respect to Tract 2.
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.
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]
Consent to Assignment (CSC No. 47983)
2015 Right of way Encroachment Agreement - Commercial
21111147v.2
Page 3 of 7
Rev 03/2015
Title Data, Inc. CH TDI46468 TA 2018194792.003
Page 4 of 9
ASSIGNOR:
CENTERGY RIVER I LP,
a Texas limited partnership
By: Centergy West 7t1i GP, LLC,
a Texas limited liability company,
its general partner
By:
West Miller, Managing Member
STATE OF TEXAS
COUNTY OF DALLAS
ASSIGNEE:
FW TRINITY LB PHASE II, LTD.,
a Texas limited partnership
By:
Nan
Tidt
EGP 2015 Management, LLC,
a Texas limited liability company,
This instrument was acknowledged before me on tl �1 � ,) . 2018 by West
Miller, as the Managing Member of Centergy West 7`" GP, LLC, a texas limited liability company, the
general partner of Centergy River I LP, a Texas limited partnership on behalf of said partnership.
,�►+� a, WHITE Nota Inc, State of Texas
ERICA T ry
Notary Publia, State of TOX89
[NOTARIAL + 14e Comm. Expires 0344-2021
.,,ce Notary ID 131058772
STATE OF TEXAS
COUNTY OF
Th' instrument was acknowledged before me on t 1 GC ��/ 2018 by
C , as the oc' of EGP 2015 Management, LLC, a Texas,limited liability
AC49421general partner of FW Trinity LP Phase II, Ltd., ::Texas limited partnership n behalf of
said partnership. ff
SUSAN FROST
NOTARY PUBLLO
0#10796.W2Notary
Not�ary Pub/liyc> 2 State
tate of Texas
State
exas
State o1 Texas
[NOTARIAL SEAL] {`ep° Comm. EXP.0&21 2o2t `
Consent to Assignment (CSC No. 47983)
2015 Right of Way Encroachment Agreement - Commercial
21111147v.2
Page 4 of 7
Rev 03/2015
Title Data, Inc. CH TDI46468 TA 2018194792.004
Page 5 of 9
APPROVED AS TO FORM AND
LEGALITY:
Assistant a
rneY
ATTE T•
f.
City cretary
[No M&C Required]
STATE OF TEXAS
COUNTY OF TARRANT §
CITY
Date:
This instrument was acknowledged before me on
Harwood, as the Director of the Planning and Development
municipal corporation on behalf of the City of Fort Woft,
i`7
[NOTARIAL SEAL]
�Pnrpl�o,�. JENNIFER LOUISE EZERNACK
Notary Public, State of Texas
%y •.•,.•s Comm. Expires 03.01-202o
Notary 1D 1 30551630
Consent to Assignment (CSC No. 47983)
2015 Right of Way Encroachment Agreement - Commercial
21111147v.2
WORTH
and Develo w/ent Department
, 2018
ALL -LP , 2018 by Randle
ent of the City of Fort Worth, a Texas
ic, Stag of
Page 5 of 7
Rev 03/2015
Title Data, Inc. CH TDI46468 TA 2018194792.005
Page 6 of 9
Contract Compliance Manager
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and report requirements.
anie Scarlett Morales
Development Manager
Title Data, Inc. CH TDI46468 TA 2018194792.006
Page 7 of 9
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
Tract T-
Lot 1R-1, Block 11 of Lot 1R-1, Evans -Pearson Westwood Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No. D217082210,
Map Records, Tarrant County.
Tract 2:
Lot 2R-1, Block 11 of Lot 2R 1, Evans -Pearson Westwood Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No. D217082216,
Map Records, Tarrant County.
Consent to Assignment (CSC No. 47983)
2015 Right of Way Encroachment Agreement - Commercial
21111147v.2
Page 6 of 7
Rev 03/2015
Title Data, Inc. CH TDI46468 TA 2018194792.007
EXHIBIT B, REVISED
CERTIFICATE OF INSURANCE
On file with City.
Partial Encroachment Assignment Agreement Page 9 of 9
Rev 12/2020