HomeMy WebLinkAboutContract 46074 CITY SECRUAW
CONTRACT NO.
EXCHANGE AGREEMENT
This Exchange Agreement ("Agreement") is made by and between the CITY OF FORT
WORTH, TExAs, a home rule municipal corporation organized under the laws of the State of
Texas,acting by and through its duly authorized Assistant City Manager,
(the "C "), and CITY CENTER DEVELOPMENT CO., L.P., a Texas limited partnership, SRB
CITY INVESTMENTS, L.P., a Texas limited partnership, T-L CITY INVESTMENTS, L.P., a Texas
limited partnership, and DDR/DTC CITY INVESTMENTS, L.P., a Texas limited partnership, as
co-owners (collectively, "CC"), to be effective as of the date ("Effective Date") of the last of the
parties to sign this Agreement, as set forth below their signatures.
RECITALS
A. The City is the owner of fee simple title to that certain approximately 0.201 acre
parcel of right-of-way located in downtown Fort Worth, Tarrant County, Texas, being more
particularly described on the attached Exhibit "A" (the "City Tract").
B. CC is the owner of fee simple title to that certain approximately 0.181 acre parcel
of right-of-way located in downtown Fort Worth, Tarrant, County, Texas, being more particularly
described on the attached Exhibit "B" (the "CC Tract").
C. The City Tract is adjacent to other property owned by CC or its affiliates, and CC
desires to acquire the City Tract in order to replat Block 39, Original City Addition to the City of
Fort Worth, Tarrant County, Texas back to its original block configuration.
D. The City desires to acquire the CC Tract to realign a portion of the East Second
Street right-of-way to its original alignment and configuration (the "Project").
E. The Project will increase commercial and residential development possibilities,
allow surface parking lots to be replaced with structures, improve vehicular and pedestrian
connections to the Hillside residential area and the Bluff Street area across Belknap Street and
Weatherford Street, and generally facilitate continued growth and development.
F. CC and the City desire that the City vacate and convey the City Tract to CC in
exchange for CC (i) vacating and conveying the CC Tract to the City and (ii) paying the City an
exchange price to be calculated based upon the difference between the appraised values of the
City Tract and the CC Tract.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
1658745RECEIVED OCT 1
2 81014
AGREEMENT
In consideration of the mutual covenants set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree
as follows:
1. Exchange.
(a) The City agrees to convey the City Tract to CC, and CC agrees to convey the CC
Tract to the City and to pay the Exchange Price (as hereinafter defined), together with all
improvements thereon and all appurtenances thereto, on and subject to the terms and conditions
set forth in this Agreement.
(b) The City Tract and the CC Tract shall each be conveyed free and clear of all liens,
claims, easements, rights-of-way, reservations, restrictions, encroachments, tenancies, leases and
other encumbrances ("Encumbrances"), except for the Encumbrances described below
("Permitted Encumbrances"):
(i) If a Title Commitment or Survey is obtained (both as hereinafter defined),
the Encumbrances appearing in the Title Commitment or Survey relating thereto that
are either not objected to or that are objected to but not cured and subsequently
waived pursuant to Section 3 below; or
(ii) If a Title Commitment or Survey is not obtained, all Encumbrances of
public record or which are visible from a physical inspection of the City Tract or the
CC Tract, as the case may be.
(c) In no event shall any liens or other monetary encumbrances be Permitted
Encumbrances.
2. Exchange Price.
(a) The City and CC agree that the fair market value of the City Tract is Seven
Hundred Thousand Dollars ($700,000.00) and the fair market value of the CC Tract is Six
Hundred Thirty-one Thousand Dollars ($631,000.00), based upon the Appraisal Report dated
March 25, 2014, prepared by J.R. Kimball, MAI of J.R. Kimball, Inc., an independent third party
appraiser.
(b) The exchange price to be paid by CC for the City Tract ("Exchange Price") is
Sixty-Nine Thousand Dollars ($69,000.00), which is the difference between the fair market value
of the CC Tract and the fair market value of the City Tract.
3. Title Commitment and Survey.
(a) Within five (5) days after the Effective Date, each party, at that party's sole cost
and expense, may obtain the following with respect to the property to be conveyed to that party:
1658745 2
(i) Owner's Commitment for Title Insurance ("Title Commitment") issued by
Republic Title Company as agent for First American Title Insurance Company, Fort
Worth, Texas 76102 ("Title Company"), which Title Commitment shall set forth the
status of the title of the City Tract or CC Tract, as applicable, and shall show all
Encumbrances and other matters, if any, relating thereto; and
(ii) A legible copy of all documents referred to in the Title Commitment,
including but not limited to, plats, reservations, restrictions, and easements.
(b) Within five (5) days after the Effective Date, CC shall provide the City with a
copy of any existing survey of the CC Tract in its possession, and the City shall provide CC with
a copy of any existing survey of the City Tract in its possession. Each party may obtain, at that
party's sole cost and expense, a new or updated survey of the property to be conveyed to that
party (each a "Survey"; collectively the "Surveys"), as applicable, each consisting of a plat and
field notes describing the same.
If the parties elect to have a new or updated Survey prepared, the legal description from
the Survey will be substituted for the legal description of the City Tract or CC Tract contained
herein, as applicable, as if the legal description for the Survey had originally been a part of this
Agreement, and the City and CC agree to execute any other documents reasonably required to
evidence the continued validity of this Agreement. The description of the City Tract and the CC
Tract prepared as a part of the Surveys will be used in all of the documents set forth in this
Agreement that require a description of the same.
(c) If the Title Commitment or Survey for either the City Tract or the CC Tract
discloses any Encumbrances or other matters which are not acceptable to the City (in the case of
the CC Tract) or CC (in the case of the City Tract), then that party may give the other written
notice thereof within three (3) days after receipt of the Survey or Title Commitment and all
documents referred to in the Title Commitment specifying that party's objections ("Objections"),
if any.
(d) If either party gives notice of Objections to the other, and the other party does not
cure the Objections within the three (3) day period following receipt of the notice from the
objecting party ("Cure Period"), then the objecting party may either (i) terminate this Agreement
by giving written notice thereof to the other party within three (3) days after the expiration of the
Cure Period, and, upon such termination, neither party shall have any further rights or obligations
hereunder, or (ii) waive the Objections and consummate the purchase of the property subject to
the Objections, which shall be deemed to be Permitted Encumbrances.
4. Termination, Default, and Remedies.
(a) If either party fails to timely perform under this Agreement for any reason (other
than a permitted termination pursuant to this Agreement or the other party's failure to perform
under this Agreement, then the non-defaulting party shall have the right to exercise any other
right or remedy the non-defaulting party may have at law or equity by reason of such default,
including but not limited to, the recovery of attorneys' fees incurred by the non-defaulting party
in connection therewith.
1658745 3
(b) The City may terminate this Agreement upon written notice to CC in the event
that the City is prohibited or rendered unable by law from performing an obligation hereunder.
In the event of termination under this Section 4(b), neither the City nor CC shall have any further
rights or obligations hereunder.
5. Tests. Prior to Closing, CC, at CC's sole cost and risk, may go on the City Tract
and may make environmental inspections, surveys, test borings, soil analyses, and other tests and
surveys thereon. Prior to Closing, the City, at the City's sole cost and risk, may go on the CC
Tract and may make environmental inspections, surveys, test borings, soil analyses, and other
tests and surveys thereon. The above-described inspections are referred to as the "Tests".
6. Closing.
(a) The closing ("Closing") of the exchange of the City Tract and the CC Tract shall
occur in the office of the Title Company on or before December 1, 2014, unless the City and CC
mutually agree to a later date ("Closing Date").
(b) At the Closing, CC shall pay the Exchange Price to the City and shall deliver to
the City a Special Warranty Deed, in form reasonably acceptable to the City, conveying the CC
Tract to the City in AS IS condition, subject to the Permitted Encumbrances for that tract.
(c) At the Closing, the City shall deliver to CC a Special Warranty Deed, in form
reasonably acceptable to CC, conveying the City Tract to CC in AS IS condition, subject to the
Permitted Encumbrances for that tract.
(d) The City shall be responsible for and shall pay the costs of title insurance, if
desired by the City, and other normal closing costs which are related to the conveyance of the CC
Tract. CC shall be responsible for and shall pay the costs of title insurance, if desired by CC, and
other normal closing costs which are related to the conveyance of the City Tract.
(e) Ad valorem and similar taxes and assessments relating to the CC Tract shall be
prorated as of the Closing Date with the City being responsible for any 2014 taxes due and
payable on the CC Tract after the Closing Date. CC shall be responsible for any 2014 taxes due
and payable on the City Tract after the Closing Date.
(f) Upon completion of the Closing, the City shall deliver actual possession of the
City Tract to CC, and CC shall take actual possession of the City Tract, free and clear of all
tenancies of every kind and parties in possession.
(g) Upon completion of the Closing, CC shall deliver actual possession of the CC
Tract to the City, and the City shall take actual possession of the CC Tract, free and clear of all
tenancies of every kind and parties in possession.
7. Platting. In connection with the City's abandonment and vacation of the City
Tract and the conveyance thereof to CC, CC shall file a final plat in conformance with the City's
Subdivision Ordinance. This plat will include all of Block 39, Original City Addition to the City
of Fort Worth (bounded by Calhoun Street, Third Street, Jones Street, and the realigned Second
Street incorporating the CC Tract) and Block 26R, Original City Addition to the City of Fort
1658745 4
Worth (bounded by Calhoun Street, First Street, Jones Street, and the realigned Second Street
incorporating the CC Tract). The City staff shall perform all necessary actions related to
recommending to the City Plan Commission and the City Council that the City Tract be
abandoned and vacated by the City and conveyed to CC in consideration of CC paying the
Exchange Price and conveying the CC Tract to the City. CC acknowledges and agrees that the
City cannot guarantee the outcome of the actions by the City Plan Commission or the City
Council related to the vacation and conveyance to CC of the City Tract.
8. Agents. The City and CC each represent and warrant to the other that it has not
engaged the services of any agent, broker, or other similar party in connection with this
transaction. Each agrees to indemnify and hold the other harmless from the claims of any agent,
broker, or similar party claiming by,through or under the indemnifying party.
9. Representations of City. The City warrants and represents to CC, which
representations and warranties shall survive Closing regardless of what investigations CC may
make or have made with respect thereto,that:
(a) This Agreement and all documents to be executed and delivered by the City at
Closing are and at the Closing will be: (i) duly authorized, executed, and delivered; and (ii) legal,
valid, and binding obligations of the City that do not and will not violate any provisions of any
agreement to which the City is a party or to which the City is subject.
(b) The City has and at the Closing Date will have and will convey to CC good and
indefeasible fee simple title to the City Tract free and clear of all Encumbrances, except for the
Permitted Encumbrances.
(c) To the City's knowledge, there are no "underground storage tanks" located on the
City Tract, as that term is defined in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 United States Code § 6991.
10. Representations of CC. CC warrants and represents to the City, which
representations and warranties shall survive Closing regardless of what investigations the City
may make or have made with respect thereto, that:
(a) This Agreement is (i) duly authorized, executed, and delivered; and (ii) a legal,
valid, and binding obligation of CC that does not and will not violate any provisions of any
agreement to which CC is a party or to which CC is subject.
(b) CC has and at the Closing Date will have and will convey to City good and
indefeasible fee simple title to the CC Tract free and clear of all Encumbrances, except for the
Permitted Encumbrances.
(c) To CC's knowledge, there are no "underground storage tanks" located on the CC
Tract, as that term is defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 United States Code § 6991.
11. Miscellaneous.
1658745 5
(a) Any notice required or permitted shall be in writing and deemed to have been
given when hand delivered or deposited in the United States mail, certified mail, addressed to
such party at the address specified below. Any address for notice may be changed by notice as so
given.
(b) This Agreement (including the attached exhibits) contains the entire agreement
between the City and CC regarding the City Tract and the CC Tract, and no oral statements or
prior written matter not specifically incorporated herein shall be of any force and effect.
Modifications to this Agreement shall not be binding unless set forth in a document executed by
each party or by a duly authorized agent or representative.
(c) This Agreement inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and assigns. Neither party may assign its rights
hereunder at any time at or prior to Closing to any other person or entity without the prior written
consent of the other party.
(d) This Agreement may be signed in multiple counterparts, each of which shall be
deemed an original.
(e) Time is of the essence in this Agreement.
(f) Prior to Closing, risk of loss with regard to the City Tract shall be borne by the
City, and risk of loss with regard to the CC Tract shall be borne by CC.
(g) This Agreement shall be governed by and construed in accordance with the laws
of the State of Texas.
(h) In case any one or more of the provisions contained in this Agreement is for any
reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
(i) Each party and its counsel have reviewed and revised this Agreement, and the
normal rule of construction that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
0) The captions beside the section numbers of this Agreement are for reference only
and do not modify or affect this Agreement. Wherever required by the context, any gender shall
include any other gender, the singular includes the plural, and the plural includes the singular.
(k) The obligations under this Agreement are performable in Tarrant County, Texas.
(1) The parties consent that venue of any action brought under this Agreement will be
in Tarrant County, Texas.
[Signatures on following pages]
1658745 6
EXECUTED by the parties as of the Effective Date. � a°' ``. ►
CITY• �Cf `:..��`
�`_;---LL�ate►
CITY OF FORT WORTH,TEXAS, ATTEST:
a home-rule municipality of the State of Texas •�'
By:
Name: �v. City Secretary
Address: 1000 Throckmorton
Fort Worth, Texas, 76102
APPROVED AS TO LEGALITY AND FORM:
Date Executed: /0
"Assistant City Attorne
CC:
CITY CENTER DEVELOPMENT CO.,L.P.,
a Texas limited partnership,
SRB CITY INVESTMENTS,L.P.,
a Texas limited partnership,
T-L CITY INVESTMENTS,L.P.,
a Texas limited partnership, and
DDR/DTC CITY INVESTMENTS,L.P.,
a Texas limited partnership,
as Co-Owners
By: Sundance Square n g e , L.P.,
attorney-in-fact a a agent
By:
Joh b ,
Presi ent a�/d O
Address: 201 M n Strut, uite 700
Fort orth, Texas 76102
Date Executed:—/
pfFIC1AL RECCRC
C jXY SECRETARY
1658745 Signature Page
Exhibit"A"
Description of the CitV Tract
0.201 of an aora of Iwtd bdmg the remainder of Lot 1 and Lot 2,Block 39,Origlraal Town of Fort
Work an calr+oc xded ad6mision to the City of Part Wank Tarrant Coauay,Texas as oonv pdto
to City of Fort Worth by deed recorded In Vohm 61639 Page 908,Deed Rwonis of TerrW
Cain►,Texas„said 0101 ofan acne of WA bologmmepuftulady dela g d by metes=#bowds
as
BBtIDMO at 2a moat virester3y aotur oftheak=md mad Lott,Blook39 at tial intersection
afthe wn*enat R.O.W.line o£C:a%=Street wile the southeast R.O.W.Iiree of Pant2nd Street
prof acted to the b tars e*=v th Calhoun Street; -
=NCB N 60 Degree$00 Minutes 00 sewn&%along the lime of said 131o*39,
a diatawe of 142.31 bet to the bgow ft of a w m to ft fl&with a radius of 347.00 fbet and
vrlroae loft chord beers 8 89 Demos 08 Minutes 38 Seaoarde B,62.09 fest;
TWCB$mealyalong said owe,&w* ceaW angle of06 Depen 36 Minutes 42 Secxm ik
ea an disawas of 63,12 feet to a 5X iron rod Und at the and of said
THENCE N 15 Dogma 00 Minutes 00 Seconds R.a dietactce of 3.00 fbet to a SM'iron rod fwd
k the awfeest line of said Block 39;
7EWCB 8 30 Degrees 00 M$wtes 00 Se=ids A sing the nodwostarly line of said Block 39.a
dislaawe of 77.99£W
TON=N 82 Dogma 59 Minutes 09 Samdo W,a distam of 20.43 feet to the begitizt*of a
our"to the left with a radius of 489.00 feet owl whose long chord bears S 85 Degrees 1S Miewtes
44 Seoonda W, 199.19 feet;
THEMM Wow a long sold curve,thrc Wh a centre[angle of 23 Degrees 30 Minutes 13 Semis,
in euro distance*000.59 feet to the and of sold curve;
TAMCE 815 Degmes 00 Minutes 00 Seconds W,a distance of 5.01 that to tiw needy
R.O.W.!lace ofClow=street+
TMCBN 30 D*gme9 U0)A=tes 00 Smuds W,along said R.O lid.line,a distance of 13.05 fat
io the PLACE OF DBCPNN NG and cont d*s X741 square foot or 0.201 of au acme of]and.
Exhibit"A"
1658745
g
Exhibit "B"
Description of the CC Tract
0.181 ofau acre of laud being a portion ofBlock 26R1,City CenterAddition,an addition to the City
of Fort Worth,Tarrant County,Texas, as recorded in Volume 388-190, Page 60,Plat Records of
Tarrant County,Texas and also being a portion of a tract of land conveyed to T-L City Investrnents,
L.P,.SRB CityInvestments L.P.and DDR/DTC City Investments,L.P.as recorded in County Clerk's
Document No.D207169650, Deed Records,Tarrant County,Texas,said 0.181 of an acre of land
being more particularly described by metes and bounds as follows:
BEGINNING at the most southerly comer of the aforementioned Block 26R I in the northeasterly
R.O.W.line of Calhoun Street;
THENCE N 30 Degrees 00 Minutes 00 Seconds W,along said northeasterly R.O.W. line and the
southwesterly fine of Block 26R I,a distance of 9.29 feet to a"+"cut in concrete set;
THENCE N 60 Degrees 00 Minutes 00 Seconds E,a distance of200.00 feet to a"+"cut is concrete
set in the northeasterly line of Block 26R1 and in the southwesterly R.O.W, line of Jones Street;
THENCE S 30 Degrees 00 Minutes 00 Seconds E, along said southwesterly R.O.W. line and the
northeastedy line of said Block 26R1,a distance of 60.00 feet;
THENCE S 60 Degrees 00 Minutes 00 Seconds W,a distance of 57.69 feet to the southeasterly line
of said Block 26R I.the beginning of a curve to the left with a radius of 547.00 feet and whose long
chord bears S 79 Degrees 36 Minutes 47 Seconds W, 151.07 feet;
THENCE Westerly along said curve, with said southeasterly line, through a central angle of 15
Dogma 52 Minutes 30 Seconds, an arc distance of 151.56 feet to the end of said curve, at the
PLACE OF BEGINNING and containing 0.181 of an acre of land-
1658745
and1658745 Exhibit`B"
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/13/2014 - Ordinance No. 21235-05-2014
DATE: Tuesday, May 13, 2014 REFERENCE NO.: "PZ-3053
LOG NAME: 060065030 VA-13-012
SUBJECT:
Adopt Ordinance Vacating a Portion of East 2nd Street to Sundance Square Partners to be Replatted with
the Adjoining Property for New Parking Lots and Authorize the Execution of Conveyance Documents
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended by the City Plan Commission that the City Council adopt the attached ordinance
vacating a portion of East 2nd Street to Sundance Square Partners to be replatted with the adjoining
property for new parking lots and authorize the execution and recording of the appropriate instruments
conveying the property.
DISCUSSION:
Evolving Texas, on behalf of Sundance Square Partners, has requested the vacation of this portion of
street right-of-way to replat it with the adjoining property for new parking lots. The applicant is
rededicating a portion of East 2nd Street to return this area to the grid pattern rather than the curvilinear
street that exists today. The City Plan Commission recommended approval of this request at its meeting
on February 26, 2014. An acceptable final plat (FS-012-071) has been received in accordance with the
Subdivision Ordinance.
A portion of the right-of-way is owned in fee simple by the applicant according to the deed recorded in
Volume 15486, Page 385, Deed Records Tarrant County Texas (DRTCT). The other portion is owned in
fee simple by the City of Fort Worth according to the deed recorded in Volume 6163, Page 908
DRTCT. Since the City owns a portion of the right-of-way being vacated, the applicant must either
perform an appraisal to assess fair market value or dedicate commensurate right-of-way. The applicant is
dedicating a portion of East 2nd Street, but it is not commensurate in the amount of land; therefore an
appraisal was required. The appraisal showed the applicant must pay an additional $39,000.00 for the
right-of-way.
Transportation and Public Works/Right-of-Way and Easements has confirmed receipt of payment.
This project is located in COUNCIL DISTRICT 9, Mapsco 63W.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
Logname: 060065030 VA-13-012 Page 1 of 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Alexander Parks (2638)
ATTACHMENTS
1. 06VA-013-012 East 2nd Street.doc (Public)
2. FS-13-180.pdf (Public)
3. VA-13-012 Map and Legal.pdf (Public)
4. VA-13-012 Vicinity Map.pd (Public)
Logname: 060065030 VA-13-012 Page 2 of 2
Page 1 of 4
D215027283 21912015 4:36 PM PGS 4 Fee: $28.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records
Mary Louise Garcia
DEED WITHOUT WARRANTY
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 AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
Pursuant to Ordinance No. 21235-05-2014, dated May 13, 2014, filed of record as
Document No. D215026698, in the Real Property Records of Tarrant County, Texas (the
"Vacation Ordinance"), the CITY OF FORT WORTH, TEXAS, a home-rule municipality of the
State of Texas, acting by and through its duly authorized Assistant City Manager (herein called
"Grantor") vacated and extinguished a portion of East 2nd Street located on the .201 acre tract
situated in Lots 1 and 2, Block 39, Original Town of Fort Worth, Tarrant County, Texas, more
particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes
(the "City Property'. As provided by law, upon this vacation, fee title to the City Property
reverted to the adjacent property owners: CITY CENTER DEVELOPMENT Co.,L.P., a Texas
limited partnership, SRB CITY INVESTMENTS,L.P., a Texas limited partnership, T-L CITY
INVESTMENTS,L.P., a Texas limited partnership, DDR/DTC CITY INVESTMENTS,L.P., a Texas
limited partnership, and GOLIAD PARTNERS,L.P., a Delaware limited partnership, as co-owners
(collectively, herein called "Grantee'), c/o Sundance Square Management, L.P., whose mailing
address is 201 Main Street, Suite 700,Fort Worth, Texas 76102.
In furtherance of the Vacation Ordinance and in consideration of the sum of Ten Dollars
($10.00) cash and other good and valuable consideration,the receipt and sufficiency of which are
acknowledged, Grantor has GRANTED,BARGAINED, SOLD AND CONVEYED and by these
presents does GRANT, BARGAIN, SELL AND CONVEY unto Grantee the City Property, all
improvements thereon, and any appurtenant rights thereto.
This conveyance is made subject to the matters affecting title to the City Property
specified in Exhibit"B" attached hereto and made a part hereof(the"Permitted Exceptions").
M TO HAVE AND TO HOLD all of Grantor's right, title, and interest, if any, in and to the
_M City Property, unto Grantee and its successors and assigns forever. The City Property is hereby
< conveyed to Grantee without warranty of title of any kind, express, implied, or statutory. Any
M covenant implied by statute or law by the use herein of the words "grant", "sell", "convey", or
M other similar words are hereby expressly disclaimed,waived, and negated.
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17817803
EXECUTED to be effective as of the q day of February,2015.
GRANTOR:
CITY OF FORT WORTH,TEXAS, ST:
a home-rule municipality of the State of Texas
Name: �i'ha" .&I f=ity S 'etary—
Address: 1000 Throckmorton
Fort Worth, Texas, 76102
APPROVED AS TO LEGALITY AND FORM:
ssistant City Attorn
STATE OF TEXAS §
.COUNTY OF TARRANT §
Before me on this day personally appeared , Assistant City Manager of
the City of Fort Worth, Texas, a home-rule municipality of the State of Texas,known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged to me that
he executed the same for the purposes and consideration therein expressed, and in the capacity
therein stated.
Given under my hand and seal of office this day of February, 2015.
EVCNIA DANIELS
_'r^= fJ tars Public,Slate
cf Texas � Notary Public in and for the State of Texas
f My Comr-niss on Expires
July 10, 2017
OITIIT'IT5'�1 ��1�
EVGN!P.DANHHS TJ /,4Z p17
' s Nolor'e'F'l il'�-. r.?;v )f Texas / , .
(S �fc j0id1A DANIELS
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RECORDING REQUESTED BY AND '
q��-;,;•F.,:•',., ----�-'--=rte°'
WHEN RECORDED RETURN TO:
Kelly Hart& Hallman LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attn: Patricia F. Meadows
17817803
Exhibit"A" to Special Warranty Deed
Description of the City Property
O-W1 man scope of land bdugtha mulaftof Lot 1 MW Lot 2 Brock 39,Od&mlTom ofFmt
WteksncededRub T"W ato afy dFatt WO 4 TmmW Cm*.,Tom a 5=vWdm
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0=#,TOzG!6 Wd 0201 Dfan we OfkrA tft=a paWadarlydmnlmdbyMefta0bounds
as knom
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diho=theW kO.'W.Ihne ofd SkM w&to mftoast&O.W.Tues ofPeg 2nd.Sked
pro ted to ft kftmfion w1&C:dhom Skw4 .
TMCEN N 60 Dagmes OD VitM 00&WAB along dw=ftWMtCdyIhI8 OfOW V(KkA
a distance of 14231 tdto tls bei ofa=voto ft r4it vft s adius ofS47.tlt}flet and
e JaM chard brim's 8,89 Deg=08 Minutes 38 gecmds 14 63.09 fie;
�t l3S�erly alb saasl curve,th�ugh;�►r.��af�6 Doggy 36146tes 42 Sem
aam dWmwe of63.12feetto aN8"uonrodfoundat ftend ofedd mye;
0115 Degrees 00 Vmulea 00 Seconds$a&Wm d5.00 feet to a 518'aroma rod fmrA
indwmfUgmt rme of said.Blank 39;
'CCB S 34 Degrees 00 Mkukm 00 Seconds A along the matheesterlg line ofodd Block 39,a
die of 7'x.99 feat
STC EN 82 Dem 59 Minutes 09 Seconds W,a clfstmce of 2W rpt to the b$g g ofa
cmvoto ft leftwith a red us of489.00 tetra d whose ImSchord bears S 85 DeFm 15 Mtes
44 Sma&W,199.19
7EMM WeaWdyatougwid mme,*mgha=tratangle oM DWM3flUmtft 13 3wands,
as are distance of2t O—%feetto the tnd ofseld mm;
AGI;g 15 Degrees 00 mt>s 00 Se ads W,a dicta of 60}1 fmt t*ft marl*
FLO.W.line OfCaffiovn Street;
7BWCSN30D4&meSODMmtes00SecondsW,alongsoWILO N.rine,aXsWmof'13.0S
to the PLACE 4F 13 RMO and aontainiDg$,41 sqmm fvd or 0.701 of an am of land.
Exhibit"A"
17817802
Exhibit "B " to Ouitclaim Deed
Permitted Exceptions
1. Standby fees, taxes and assessments by any taxing authority for the year 2015 and
subsequent years, and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership, if any,but not those taxes or assessments
for prior years because of any exemption granted to a previous owner of the Property
under Section 11.13, Texas Tax Code, or because of improvements not assessed for a
previous tax year.
2. Rights, if any, of third parties with respect to any portion of the Property lying within the
boundaries of a public or private road.
3. Rights of parties in possession and rights of tenants under any unrecorded leases or rental
agreements.
4. Terms, provisions, and conditions of Consent Agreement filed 02/06/2004, recorded in
cc# D204040009, Real Property Records, Tarrant County, Texas.
5. Any existing utilities in place within that portion of East 2°d Street abandoned by City of
Fort Worth Ordinance No.21235-05-2014.
17817802 Exhibit`B"
Page 1 of 6
D215027284 21912015 4:36 PM PGS 6 Fee: $36.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records -rq
Pts",`�u.c. Mary Louise Garcia
SPECIAL WARRANTY DEED
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 AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT, CITY CENTER DEVELOPMENT Co.,L.P., a Texas limited partnership, SRB CrTY
INVESTMENTS,L.P., a Texas limited partnership, T-L CITY INVESTMENTS,L.P., a Texas limited
partnership, and DDR/DTC CITY INVESTMEN'15, L.P., a Texas limited partnership, as co-
owners (collectively,herein called "Grantor"), for and in consideration of the sum of Ten Dollars
($10.00) cash and other consideration paid to Grantor by the CITY of FORT WORTH,TEXAS, a
home-rule municipality of the State of Texas(herein called"Grantee"), whose mailing address is
1000 Throckmorton Street, Fort Worth, Texas 76102, the receipt and sufficiency of which are
acknowledged, has GRANTED, BARGAINED, SOLD, AND CONVEYED, and by these
presents does GRANT, BARGAIN, SELL, AND CONVEY unto Grantee all that certain real
property situated in Tarrant County, Texas, more particularly described on Exhibit "A" attached
hereto and made a part hereof for all purposes, and all improvements thereon (the "City Center
Property").
This conveyance is made subject to the matters affecting title to the City Center Property
specified in Exhibit "B" attached hereto and made a part hereof(the "Permitted Exceptions").
TO HAVE AND TO HOLD the City Center Property, together with all and singular the
rights and appurtenances thereto in anyNOse belonging, unto Grantee and its successors and
assigns forever, and Grantor does hereby bind itself, its successors and assigns, to warrant and
forever defend all and singular the City Center Property unto Grantee and its successors and
assigns subject to the Permitted Exceptions, against every person whomsoever lawfully claiming
or to claim the same, or any part thereof,by, through or under Grantor,but not otherwise.
M Ad valorem real property taxes for the year 2015 have been prorated between Grantor
M and Grantee on the date hereof, and Grantee hereby assumes liability for the payment of such
< taxes ror the year 2015 and subsequent years.
M
0
2C
a
0
[Signature Pages Follow]
N
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{.T
RTT GF 1 Z YFcx�
17817851
EXECUTED to be effective as of the q—day of , 2015.
GRANTOR:
CITY CENTER DEVELOPMENT CO.,L.P.,
a Texas limited partnership,
By: LMB CITY GENPAR LLC, a Texas limited
liability company, general partner
By:
Thomas W. White, Vice President
SRB CITY INVESTMENTS,L.P.,
a Texas limited partnership,
By: SRB CITY GENPAR LLC, a Texas limited
liability company, general partner
By: � -�c
Thomas W. White, Vice President
T-L CITY INVESTMENTS,L.P.,
a Texas limited partnership,
By: T-L CITY GENPAR LLC, a Texas limited
liability company, general partner
By: --CD—-4--
Thomas W. White, Vice President
DDR/DTC CITY INVESTMENTS,L.P.,
a Texas limited partnership,
By: BMT GENPAR, LLC, a Delaware limited
liability company, general partner
By:
Thomas W. White, Vice President
Address: 201 Main Street, Suite 700
Fort Worth, Texas 76102
1781785_1
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared Thomas W. White, Vice President of LMB
CITY GENPAR LLC, a Texas limited liability company, and the general partner of CITY
CENTER DEVELOPMENT CO., L.P., a Texas limited partnership, on behalf of such limited
liability company and limited partnership. ,,,//�
Given under my hand and seal of office this �"'cT"ay of r1liy 2015.
A—
Notary Public in and for the tate of Texas
My Commission Expires:
g��b-a��
(SEAL)
[(S=NOTARY
ORMAN
UBLICTEXAS
6-10-2016
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared Thomas W. White, Vice President of SRB
CITY GENPAR LLC, a Texas limited liability company, and the general partner of SRB CITY
INVESTMENTS, L.P., a Texas limited partnership, on behalf of such limited liability company
and limited partnership. Q
Given under my hand and seal of office this d4 Xday of �(,�J, , 2015.
Notary Public in and for the St to of Texas
My Commission Expires:
(s
�•►� BRENDA E NORMAN
NOTARY PUBLIC
STATE OF TEXAS
Mly comm.Exp.0e-10-2016
1781785_1
",�..,area4[.:.r:r,..-,w.-a1s...ilm.�, 3 ..d:>..d�.w b.-.'
.:.
;�
r4�'t .. r
��
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared Thomas W. White, Vice President of T-L
CITY GENPAR LLC, a Texas limited liability company, and the general partner of T-L CITY
INVESTMENTS, L.P., a Texas limited partnership, on behalf of such limited liability company
and limited partnership.
Given under my hand and seal of office this -q�1day of FEZ. , 2015.
Notary Public in and for 4 State of Texas
My Commission Expires:
(SEAL)
BRENDA E NORMAN
NOTARY PUBUC
�. STATE OF TEXAS
STATE OF TEXAS § Mr Co •os-1a2o1s
COUNTY OF TARRANT §
Before me on this day personally appeared Thomas W. White, Vice President of BMT
GENPAR, LLC, a Delaware limited liability company, and the general partner of DDR/DTC
CITY INVESTMENTS, L.P., a Texas limited partnership, on behalf of such limited liability
company and limited partnership.
Given under my hand and seal of office thi I n4ay of , 2015.
AAA-"&'-,
Notary Public in and for"theLState of Texas
My Commission Expires:
�!' 0BRENDA E NORWAN
(SEAL) NOTARY PUBLIC
STATE OF TEXAS
g' My Comm.E*.08-10-20
a
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attn: Patricia F. Meadows
1781785_1
OUBU9 YRATOO
8Ax:� nA P,
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Exhibit "A" to Special Warranty Deed
Description of the City Center Property
BEING 0.181 of an acre of land being a portion of Block 26R1, City Center Addition, an
Addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-190, Page
60, Plat Records of Tarrant County, Texas and also being a portion of a tract of land conveyed to
T-L City Investments, L.P., SRB City Investments L.P. and DDR/DTC City Investments, L.P.,
as recorded in County Clerk's Document No. D207169650, Deed Records, Tarrant County,
Texas, said 0.181 of an acre of land being more particularly described by metes and bounds as
follows:
BEGINNING at the most Southerly corner of the aforementioned Block 26R1 in the
Northeasterly R.O.W. line of Calhoun Street;
THENCE North 30 degrees 00 minutes 00 seconds West, along said Northeasterly R.O.W. line
and the Southwesterly line of Block 26R1, a distance of 9.29 feet to a"+" cut in concrete set;
THENCE North 60 degrees 00 minutes 00 seconds East, a distance of 200.00 feet to a "+" cut in
concrete set in the Northeasterly line of Block 26R1 and in the Southwesterly R.O.W. line of
Jones Street;
THENCE South 30 degrees 00 minutes 00 seconds East, along said Southwesterly R.O.W. line
and the Northeasterly line of said Block 26R1, a distance of 60.00 feet;
THENCE South 60 degrees 00 minutes 00 seconds West, a distance of 57.69 feet to the
Southeasterly line of said Block 26R1, the beginning of a curve to the left with a radius of 547.00
feet and whose long chord bears South 79 degrees 36 minutes 47 seconds West, 151.07 feet;
THENCE Westerly along said curve, with said Southeasterly line, through a central angle of 15
degrees 52 minutes 30 seconds, an arc distance of 151.56 feet to the end of said curve, at the
PLACE OF BEGINNING and containing 0.181 of an acre of land.
17817851 Exhibit-A-
Exhibit "B " to Special Warranty Deed
Permitted Exceptions
1. Standby fees, taxes and assessments by any taxing authority for the year 2015 and
subsequent years, and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership, but not those taxes or assessments for
prior years because of any exemption granted to a previous owner of the Property under
Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous
tax year.
2. Rights, if any, of third parties with respect to any portion of the Property lying within the
boundaries of a public or private road.
3. Rights of parties in possession and rights of tenants under any unrecorded leases or rental
agreements.
4. The following easements and/or building lines, as shown on plat recorded in Volume
388-190, Page 60, Map Records, Tarrant County, Texas:
Any existing utilities already in place within that portion of East 2nd Street
vacated by City Ordinance No. 9464;
Ten foot (10') easement along the Southeast portion of Block 26R1 for gas line;
Ten foot wide (10') easement along the Southeast portion of Block 26R1 for
Texas Electric Service Company;
Seventeen and one-half foot wide (17.5') easement along the Southeast portion of
Block 26R1 for storm drain and water line.
5. Mineral lease together with all rights, privileges and immunities incident thereto, to
Chesapeake Exploration, LLC from City Center Development Co., L.P., described in
instrument filed 06/16/2008, recorded in cc# D208230235, Real Property Records,
Tarrant County, Texas. Memorandum of First Amendment, filed 05/20/2009, recorded in
cc# D209134194, Real Property Records, Tarrant County, Texas; Memorandum of First
Amendment, filed 05/20/2009, recorded in cc# D209134197, Real Property Records,
Tarrant County, Texas; Memorandum of First Amendment, filed 05/20/2009, recorded in
cc# D209134758, Real Property Records, Tarrant County, Texas.
17817851 Exhibit`B"
D215026698 2191201512:48 PM PGS 10 Fee: $52.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records
ttv+pl Y�cU+ Mary Louise Garcia
FORT WORTH
STATE OF TEXAS §
COUNTIES OF TARRANT,DENTON,JOHNSON,PARKER AND WISE §
1, RONALD P. GONZALES, Assistant City Secretary of the City of Fort Worth, Texas do
hereby certify that the attached and foregoing is a true and correct copy of Ordinance No. 21235-05-
2014, which was duly presented and adopted by the City Council of the City of Fort 'Worth, Texas,
at a regular session held on the 13'h day of May, 2014, as same appears of record in the Office of the
City Secretary.
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this
9'' day of February,2015_
f
onald P. Gonzales,Assis t City Secretary
City of Fort Worth,Texas
MOO�oR ®a
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ITT OF #1 25�� X64
City Secretary's Office
City of Fort Worth*1000 Throckmorton Street*Fort Worth,Texas 76102
(817)392-6150*FAX(817)392-6196
ORDINANCE NO.21235-05-2014
AN ORDINANCE 'VACATING AND EXTINGUISHING PORTION OF
EAST 2" STREET, SITUATED IN LOTS 1 AND 2, BLOCK 39 AND
LOTS 2, 3, AND 4, BLOCK 43, ORIGINAL TOWN OF FORT WORTH,
AN UNRECORDED SUBDIVISION TO THE CITY OF FORT WORTH,
TARRANT COUNTY, TEXAS, AS RECORDED IN THE DEED
RECORDS OF TARRANT COUNTY, TEXAS; PROVIDING FOR
REVERSION OF FEE IN SAID LAND; THE RETAINMEN'T OF
EXISTING UTILITY EASEMENTS; REPEALING ALL ORDINANCES IN
CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That a portion of East 2nd Street, a variable width right-of-way, situated Lots 1 and 2,
Block 39 and Lots 2,3 and 4, Block 43, Original Town of Fort Worth, an Liarecorded subdivision
to the City of Fort Worth, Tarrant County, Texas as recorded in the Deed Records of Tarrant
County,Texas, and containing respectively approximately 0.201 and 0.267 acres of land more or
less, and as more specifically described in Exhibits "A","B" and "C" attached hereto and
incorporated herein by reference be and the same is vacated and extinguished.
SECTION 2.
That the fee to the lands in the above-described vacated alleys and streets are hereby
released and shall revert to the adjacent owner as provided by law.
SECTION 3.
That all existing utility easements shall be retained by the City until such time all utilities
located in the casements are relocated at the owner's expense.
East 2nd Street Vacation Ordinance No.2 123 5-05-2014
Page 1 of 2
SECTION 4.
That all ordinances or parts of ordinances in conflict herewith are hereby repealed.
SECTION 5.
That this ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY: ,yr
Assistant City Attorney Mary Kays Sec6talT
Adopted and Effective: May ly 3,2014
East 2nd Street Vacation Ordinance No_21235-05-2014
Page 2 of 2
Exhibii
r ;II
PROPERTY DESCRIPTION
R.O.W.VACATION
PARCI L 1
0.201 of an acre of land being the remainder of Lot 1 and Lot 2,Block 39,Original Town of Fort
Worth,an unrecorded subdivision to the City of Fart Worth,Tarrant County,Texas as conveyed-to
the City of Fort Worth by deed recorded in Volume 6163,Page 908, Deed Records of Tarmat
County,Texas,said 0.201 of an acre ofland being more particularly described by metes and bounds
as follows:
BEGINNING at-the most westerly corner of-the aforementioned Lot 2,Block 39 at the intersection
of the northeast RO.W,line of Calhoun Street with the southeast R.O.W.line_ of East 2nd Street
projected to the intersection with Calhoun Street;
THENCE N 60 Degrees 00 Minutes 00 Seconds E,along the northwesterly line of said Block 39,
a distance of 142.31 feet to the beginning of a curve to the right with a radius of 547.00 feet and
whose long chord bears S 89 Degrees 08 Minutes 38 Seconds E,63.09 feet;
TBENNCEEasterly along said curve,through a central angle ofQ6 Degrees 36 Minutes 42 Seconds,
an arc distance of 63.12 feet to a 5/8"ironrod found at the end of said curve;
THENCE N 15 Degrees 00 Minutes 00 Seconds E,a distance of 5.00 fart to a 5/e"iron rad found
is the northeast line of said Block 39;
THENCE S 30 Degrees 00 Minutes 00 Seconds E,along the northeasterly line of said Block 39,a
distance of 77.99 feet
THEDiCE N 82 Degrees 59 Minutes 09 Seconds W,a distance of 20.43 fact to the beginning of a
curve to the left with a radius of 489.00 feet and whose long chord bears S 85 Degrees 15 Ivrnutes
44 Seconds W, 199.19 feet;
TI3ENCE Westerly along said curve,through acentra[angle of 23 Degrees 30 Minutes 13 Seconds,
an are distance of 200.59 feet to the end of said curve;
THEENCB S 15 Degrees 00 Minutes 00 Seconds W, a distance of 5.01 feet to the northeasterly
R.O.W.line of Calhoun Street;
TBENCEN 30 Degrees GO Minutes 00 Seconds W,along said R.O.W.line,a distance of 13.05 feet
to the PLACE OF BEGINNING and containing 8,741 square feet or 0.201 of'an acre of land.
F'
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Exhibit "B" 4
( I
PROPERTY DESCRIPTION
R.O.W.VACATION
PARCEL 2
0.267 of an acre of land being aportion of Lots 2,3 and 4,Block 43,Original Town of Fort Worth,
anunrecorded subdivision to the City of Fort Worth,Tarrant County,Texas,and also being aportioa
of Tract 1 and all of Tract 2 conveyed to Fine Line Diversified Realty, Inc. and Downtown
Diversified Realty,Inc.as recorded in Volume 15486,Page 385,Deed Records of Tarrant County,
Texas,said 0.267 of an acre of land being more particularly descri-bed by metes and bounds as
follows:
BEGINNNG at the most easterly coiner of the aforementioned Block 43 at the intersection of the
southwesterly R.O.W.line of Grove Street and the northwesterly R.O.W.Iine of East 3rd Street;
THENCE S 60 D egrees 00 Minutes 00 Seconds W,along the southeasterly line of said Block 43,
a distance of 89.74 feet to the beginning of a curve to the right with a radius of 547.00 feet and
whose long chord bears N 89 Degrees 02 Minutes 41 Seconds W,114.04 feet;
THENCE Westerly along said curve,through a central angle of 11 Degrees 58 Minutes 01 Seconds,
an are distance of 114.25 feet to the end of said curve;
THENCEN 83 Degrees 03 Minutes 40 Seconds W,a distance of 1.5.59 feetto the southwesterly line
of said Black 43 in the northeasterly line of Jones Street;
THENCE N 30 Degrees 00 Minutes 00 Seconds W,along the southwesterly line of said$lock 43,
a distance of 72.57 feet;
THENCE S 83 Degrees 03 Minutes 40 Seconds E,a distance of 59.20 feet to the beginning of a
curve to the leftwith a radius of 489.00 feetand whose long chord bears N 86 Degrees 51 Minutes
37 Seconds E,171.15 feet;
THENCE Easterly along said curve,through acentrai angle of 20 Degrees 09 Minutes 26 Seconds,
an arc distance of 172.04 feet to the and of said curve in the northeasterly line of said Block 43;
TI3ENCE S 30 Degrees 00 Minutes 00 Seconds E, a distance of 27.69 feet to the PLACE OF
BEGINNING and containing 11,648 square feet or 0.267 of an acre of land.
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Area to be re-platted 1 inch = 200 feet
with vacated right-of-way W
-*r.
Area dedicated for East 2nd Street 5
as a land swap
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTtON.:l�ppi'oved'on 5/13/2014 Ur �nance_No�<2'1235 050'f4
DATE: Tuesday, May 13, 2014 REFERENCE NO,: **PZ-3053
LOG NAME: 060065030 VA-13-012.
SUBJECT:
Adopt Ordinance Vacating a Portion of East 2nd Street to Sundance Square Partners to be Replatted with
the Adjoining Property for New Parking Lots and Authorize the Execution of Conveyance Documents
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended by the City Plan Commission that the City Council adopt the attached ordinance
vacating a portion of East 2nd Street to Sundance Square Partners to be replatted with the adjoining
property for new parking lots and authorize the execution and recording of the appropriate instruments
conveying the property.
DISCUSSION:
Evolving Texas, on behalf of Sundance Square Partners, has requested the vacation of this portion of
street right-of-way to replat it with the adjoining property for new parking lots. The applicant is
rededicating a portion of East 2nd Street to return this area to the grid pattern rather than the curvilinear
street that exists today. The City Plan Commission recommended approval of this request at its meeting
on February 26, 2014. An acceptable final plat(FS-012-071) has been received in accordance with the
Subdivision Ordinance.
A portion of the right-of-way is owned in fee simple by the applicant according to the deed recorded in
Volume 15486, Page 385, Deed Records Tarrant County Texas (DRTCT). The other portion is owned in
fee simple by the City of Fort Worth according to the deed recorded in Volume 6163, Page 908
DRTCT. Since the City owns a portion of the right-of-way being vacated, the applicant must either
perform an appraisal to assess fair market value or dedicate commensurate right-of-way. The applicant is
dedicating a portion of East 2nd Street, but it is not commensurate in the amount of land; therefore an
appraisal was required. The appraisal showed the applicant must pay an additional $39,000.00 for the
right-of-way.
Transportation and Public Works/Right-of-Way and Easements has confirmed receipt of payment.
This project is located in COUNCIL DISTRICT 9, Mapsco 63W.
FISCAL INFORMATION 1 CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/AccountlCenters
Logname: 060065030 VA-13-012 Page 1 oft
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Oriciinatinu Department Head: Randle Harwood (6101)
Additional Information Contact: Alexander Parks (2638)
Logname: 060065030 VA-13-012 Page 2 oft
Owner's Policy of Title Insurance T-1
ISSUED BY
First American Title Insurance Company
POLICY NUMBER
Owner's Policy 1003-128800-RTT
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to
the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY,a Nebraska corporation(the"Companyl insures,as of Date of Policy and,to
the extent stated in Covered Risks 9 and 10,after Date of Policy, against loss or damage,not exceeding the Amount of Insurance,sustained or
incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from:
(a) A defect in the Title caused by:
@ forgery,fraud,undue influence,duress,incompetency,incapacity or impersonation;
(ii)failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized or delivered;
(iv)failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified,expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law;or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land.The term"encroachment'includes encroachments of existing improvements located
on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land.
(d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before
Date of Policy.
3. Lack of good and indefeasible Title.
4. No right of access to and from the Land.
(Covered Risks Continued on Page 2
In Witness whereof,First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of pate of Policy shown in Schedule A.
,First American Title Insurance Company
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Form 5025548(7-1-14) Page 1 of 13 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
COVERED RISKS(Continued)
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating,prohibiting or relating to:
(a) the occupancy,use or enjoyment of the Land;
(b) the character,dimensions or location of any improvement erected on the Land;
(c) subdivision of land;or
(d) environmental protection
if a notice,describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to
the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records.
B. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective:
(a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency or similar creditors'rights laws;or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency or similar creditors'rights laws by reason of the failure of its recording in the Public Records:
(i) to be timely,or
(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.
10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument
of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs,attorneys'fees and expenses incurred in defense of any matter insured against by this Policy,but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of and not disclosed in writing to the Company by the Insured
this policy and the Company will not pay loss or damage, costs, Claimant prior to the date the Insured Claimant became an
attorneys'fees or expenses that arise by reason of: Insured under this policy;
1. (a) Any law, ordinance, permit, or governmental regulation (c) resulting in no loss or damage to the Insured Claimant;
(including those relating to building and zoning) restricting, (d) attaching or created subsequent to Date of Policy(however,
regulating,prohibiting or relating to: this does not modify or limit the coverage provided under
(i) the occupancy,use,or enjoyment of the Land; Covered Risk 9 and 10);or
(ii) the character, dimensions or location of any (e) resulting in loss or damage that would not have been
improvement erected on the Land; sustained if the Insured Claimant had paid value for the
(iii) subdivision of land;or Title.
(iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy,
or the effect of any violation of these laws, ordinances or state insolvency, or similar creditors' rights laws, that the
governmental regulations. This Exclusion 1(a) does not modify transaction vesting the Title as shown in Schedule A,is:
or limit the coverage provided under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or
(b) Any governmental police power. This Exclusion 1(b) does (b) a preferential transfer for any reason not stated in Covered
not modify or limit the coverage provided under Covered Risk 9 of this policy.
Risk 6. 5. Any lien on the Title for real estate taxes or assessments
2. Rights of eminent domain. This Exclusion does not modify or imposed by governmental authority and created or attaching
limit the coverage provided under Covered Risk 7 or 8. between Date of Policy and the date of recording of the deed or
3. Defects,liens,encumbrances,adverse claims or other matters: other instrument of transfer in the Public Records that vests
(a) created, suffered, assumed or agreed to by the Insured Title as shown in Schedule A.
Claimant; 6. The refusal of any person to purchase, lease or lend money on
(b) not Known to the Company, not recorded in the Public the estate or interest covered hereby in the land described in
Records at Date of Policy, but Known to the Insured Schedule A because of Unmarketable Title.
Claimant
Form 5025548(7-1-14) Page 2 of 13 TX T-1 Owners Policy of Title Insurance(Rev. 1-3-14)
Texas
CONDITIONS
1. DEFINITION OF TERMS. (i) "Public Records": records established under state statutes
The following terms when used in this policy mean: at Date of Policy for the purpose of imparting constructive
(a) "Amount of Insurance':the amount stated in Schedule A,as notice of matters relating to real property to purchasers for
may be increased or decreased by endorsement to this value and without Knowledge. With respect to Covered
policy,increased by Section 8(b),or decreased by Sections Risk 5(d),"Public Records"shall also include environmental
10 and 11 of these Conditions. protection liens filed in the records of the clerk of the United
(b) "Date of Policy": The date designated as"Date of Policy"in States District Court for the district where the Land is
Schedule A. located.
(c) "Entity': A corporation, partnership, trust, limited liability (j) "Title":the estate or interest described in Schedule A.
company or other similar legal entity. (k) "Unmarketable Title": Title affected by an alleged or
(d) "Insured":the Insured named in Schedule A. apparent matter that would permit a prospective purchaser
(i) The term"Insured"also includes: or lessee of the Title or lender on the Title to be released
(A) successors to the Title of the Insured by operation from the obligation to purchase, lease or lend if there is a
of law as distinguished from purchase, including contractual condition requiring the delivery of marketable
heirs, devisees, survivors, personal representatives title.
or next of kin; 2. CONTINUATION OF INSURANCE.
(B) successors to an Insured by dissolution, merger, The coverage of this policy shall continue in force as of Date of
consolidation,distribution or reorganization; Policy in favor of an Insured, but only so long as the Insured
(C) successors to an Insured by its conversion to retains an estate or interest in the Land, or holds an obligation
another kind of Entity; secured by a purchase money Mortgage given by a purchaser
(D) a grantee of an Insured under a deed delivered from the Insured, or only so long as the Insured shall have
without payment of actual valuable consideration liability by reason of warranties in any transfer or conveyance of
conveying the Title; the Title. This policy shall not continue in force in favor of any
(1) If the stock, shares, memberships, or other purchaser from the Insured of either(i) an estate or interest in
equity interests of the grantee are wholly- the Land, or (ii) an obligation secured by a purchase money
owned by the named Insured, Mortgage given to the Insured.
(2) If the grantee wholly owns the named 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.
Insured, The Insured shall notify the Company promptly in writing (i) in
(3) If the grantee is wholly-owned by an case of any litigation as set forth in Section 5(a) below,or(ii) in
affiliated Entity of the named Insured, case Knowledge shall come to an Insured hereunder of any
provided the affiliated Entity and the named claim of title or interest that is adverse to the Title, as insured,
Insured are both wholly-owned by the same and that might cause loss or damage for which the Company
person or Entity,or may be liable by virtue of this policy. If the Company is
(4) If the grantee is a trustee or beneficiary of a prejudiced by the failure of the Insured Claimant to provide
trust created by a written instrument prompt notice, the Company's liability to the Insured Claimant
established by the Insured named in under the policy shall be reduced to the extent of the prejudice.
Schedule A for estate planning purposes.
(ii) With regard to(A), (B), (C)and (D) reserving, however, When, after the Date of the Policy, the Insured notifies the
all rights and defenses as to any successor that the Company as required herein of a lien, encumbrance, adverse
Company would have had against any predecessor claim or other defect in Title insured by this policy that is not
Insured. excluded or excepted from the coverage of this policy, the
(e) "Insured Claimant":an Insured claiming loss or damage. Company shall promptly investigate the charge to determine
(f) "Knowledge" or "Known": actual knowledge, not whether the lien, encumbrance, adverse claim or defect or
constructive knowledge or notice that may be imputed to an other matter is valid and not barred by law or statute. The
Insured by reason of the Public Records or any other Company shall notify the Insured in writing,within a reasonable
records that impart constructive notice of matters affecting time, of its determination as to the validity or invalidity of the
the Title. Insured's claim or charge under the policy. If the Company
(g) "Land": the land described in Schedule A, and affixed concludes that the lien, encumbrance, adverse claim or defect
improvements that by law constitute real property.The term is not covered by this policy,or was otherwise addressed in the
"Land"does not include any property beyond the lines of the closing of the transaction in connection with which this policy
area described in Schedule A, nor any right, title, interest, was issued, the Company shall specifically advise the Insured
estate or easement in abutting streets, roads, avenues, of the reasons for its determination. If the Company concludes
alleys, lanes, ways or waterways, but this does not modify that the lien,encumbrance, adverse claim or defect is valid,the
or limit the extent that a right of access to and from the Land Company shall take one of the following actions: (i)institute the
is insured by this policy. necessary proceedings to clear the lien,encumbrance,adverse
(h) "Mortgage": mortgage, deed of trust, trust deed, or other claim or defect from the Title as insured; (ii) indemnify the
security instrument, including one evidenced by electronic Insured as provided in this policy; (iii) upon payment of
means authorized by law. appropriate premium and charges therefor,issue to the Insured
Claimant or to a subsequent owner, mortgagee or holder of the
estate or interest in the Land insured by this policy,a policy of
Form 5025548(7-1-14) Page 3 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
CONDITIONS(Continued)
We insurance without exception for the lien, encumbrance, aid (i) in securing evidence, obtaining witnesses,
adverse claim or defect, said policy to be in an amount equal to prosecuting or defending the action or proceeding, or
the current value of the Land or, if a loan policy,the amount of effecting settlement, and (ii) in any other lawful act that in
the loan; (iv) indemnify another title insurance company in the opinion of the Company may be necessary or desirable
connection with its issuance of a policy(ies) of title insurance to establish the Title or any other matter as insured. If the
without exception for the lien, encumbrance, adverse claim or Company is prejudiced by the failure of the Insured to
defect; (v) secure a release or other document discharging the furnish the required cooperation,the Company's obligations
lien,encumbrance,adverse claim or defect; or(vi) undertake a to the Insured under the policy shall terminate, including
combination of(i)through(v)herein. any liability or obligation to defend, prosecute, or continue
4. PROOF OF LOSS. any litigation, with regard to the matter or matters requiring
In the event the Company is unable to determine the amount of such cooperation.
loss or damage, the Company may, at its option, require as a (b) The Company may reasonably require the Insured
condition of payment that the Insured Claimant furnish a signed Claimant to submit to examination under oath by any
proof of loss. The proof of loss must describe the defect, lien, authorized representative of the Company and to produce
encumbrance or other matter insured against by this policy that for examination, inspection and copying, at such
constitutes the basis of loss or damage and shall state, to the reasonable times and places as may be designated by the
extent possible, the basis of calculating the amount of the loss authorized representative of the Company, all records, in
or damage. whatever medium maintained, including books, ledgers,
5. DEFENSE AND PROSECUTION OF ACTIONS. checks, memoranda, correspondence, reports, e-mails,
(a) Upon written request by the Insured, and subject to the disks, tapes, and videos whether bearing a date before or
options contained in Sections 3 and 7 of these Conditions, after Date of Policy, that reasonably pertain to the loss or
the Company, at its own cost and without unreasonable damage. Further, if requested by any authorized
delay,shall provide for the defense of an Insured in litigation representative of the Company, the Insured Claimant shall
in which any third party asserts a claim covered by this grant its permission, in writing, for any authorized
policy adverse to the Insured. This obligation is limited to representative of the Company to examine, inspect and
only those stated causes of action alleging matters insured copy all of these records in the custody or control of a third
against by this policy. The Company shall have the right to party that reasonably pertain to the loss or damage. All
select counsel of its choice (subject to the right of the information designated as confidential by the Insured
Insured to object for reasonable cause) to represent the Claimant provided to the Company pursuant to this Section
Insured as to those stated causes of action. It shall not be shall not be disclosed to others unless, in the reasonable
liable for and will not pay the fees of any other counsel.The judgment of the Company, it is necessary in the
Company will not pay any fees, costs or expenses incurred administration of the claim. Failure of the Insured Claimant
by the Insured in the defense of those causes of action that to submit for examination under oath, produce any
allege matters not insured against by this policy. reasonably requested information or grant permission to
(b) The Company shall have the right,in addition to the options secure reasonably necessary information from third parties
contained in Sections 3 and 7, at its own cost, to institute as required in this subsection, unless prohibited by law or
and prosecute any action or proceeding or to do any other governmental regulation, shall terminate any liability of the
act that in its opinion may be necessary or desirable to Company under this policy as to that claim.
establish the Title, as insured, or to prevent or reduce loss 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
or damage to the Insured. The Company may take any TERMINATION OF LIABILITY.
appropriate action under the terms of this policy,whether or In case of a claim under this policy,the Company shall have the
not it shall be liable to the Insured. The exercise of these following additional options:
rights shall not be an admission of liability or waiver of any (a) To Pay or Tender Payment of the Amount of Insurance.
provision of this policy. If the Company exercises its rights To pay or tender payment of the Amount of Insurance
under this subsection,it must do so diligently. under this policy together with any costs, attorneys' fees
(c) Whenever the Company brings an action or asserts a and expenses incurred by the Insured Claimant that were
defense as required or permitted by this policy, the authorized by the Company up to the time of payment or
Company may pursue the litigation to a final determination tender of payment and that the Company is obligated to
by a court of competent jurisdiction and it expressly pay.
reserves the right, in its sole discretion,to appeal from any Upon the exercise by the Company of this option,all liability
adversejudgment or order. and obligations of the Company to the Insured under this
6. DUTY OF INSURED CLAIMANT TO COOPERATE. policy, other than to make the payment required in this
(a) In all cases where this policy permits or requires the subsection, shall terminate, including any liability or
Company to prosecute or provide for the defense of any obligation to defend,prosecute,or continue any litigation.
action or proceeding and any appeals, the Insured shall (b) To Pay or Otherwise Settle With Parties Other than the
secure to the Company the right to so prosecute or provide Insured or With the Insured Claimant.
defense in the action or proceeding, including the right to (i) To pay or otherwise settle with other parties for or in the
use,at its option,the name of the Insured for this purpose. name of an Insured Claimant any claim insured against
Whenever requested by the Company, the Insured, at the under this policy. In addition,the Company will pay any
Company's expense,shall give the Company all reasonable costs, attorneys' fees and expenses incurred by the
Insured Claimant that were authorized by the Company
up to the time of payment and that the Company is
Form 5025548(7-1-14) Page 4 of 13 TX T-1 Owners Policy of Title Insurance(Rev. 1-3-14)
Texas
CONDITIONS(Continued)
obligated to pay;or 11.LIABILITY NONCUMULATIVE.
(ii) to pay or otherwise settle with the Insured Claimant the The Amount of Insurance shall be reduced by any amount the
loss or damage provided for under this policy, together Company pays under any policy insuring a Mortgage to which
with any costs, attorneys' fees and expenses incurred exception is taken in Schedule B or to which the Insured has
by the Insured Claimant that were authorized by the agreed, assumed, or taken subject or which is executed by an
Company up to the time of payment and that the Insured after Date of Policy and which is a charge or lien on the
Company is obligated to pay. Upon the exercise by the Title,and the amount so paid shall be deemed a payment to the
Company of either of the options provided for in Insured under this policy.
subsections (b)(i) or (ii), the Company's obligations to 12.PAYMENT OF LOSS.
the Insured under this policy for the claimed loss or When liability and the extent of loss or damage have been
damage, other than the payments required to be made, definitely fixed in accordance with these Conditions, the
shall terminate, including any liability or obligation to payment shall be made within 30 days.
defend,prosecute or continue any litigation. 13.RIGHTS OF RECOVERY UPON PAYMENT OR
8. DETERMINATION AND EXTENT OF LIABILITY. SETTLEMENT.
This policy is a contract of indemnity against actual monetary (a) Whenever the Company shall have settled and paid a claim
loss or damage sustained or incurred by the Insured Claimant under this policy, it shall be subrogated and entitled to the
who has suffered loss or damage by reason of matters insured rights of the Insured Claimant in the Title and all other rights
against by this policy. and remedies in respect to the claim that the Insured
(a) The extent of liability of the Company for loss or damage Claimant has against any person or property,to the extent
under this policy shall not exceed the lesser of: of the amount of any loss, costs, attorneys' fees and
(i) the Amount of Insurance;or expenses paid by the Company. If requested by the
(ii) the difference between the value of the Title as insured Company,the Insured Claimant shall execute documents to
and the value of the Title subject to the risk insured evidence the transfer to the Company of these rights and
against by this policy. remedies. The Insured Claimant shall permit the Company
(b) If the Company pursues its rights under Section 3 or 5 and to sue, compromise or settle in the name of the Insured
is unsuccessful in establishing the Title,as insured, Claimant and to use the name of the Insured Claimant in
(i) the Amount of Insurance shall be increased by 10%, any transaction or litigation involving these rights and
and remedies.
(ii) the Insured Claimant shall have the right to have the If a payment on account of a claim does not fully cover the
loss or damage determined either as of the date the loss of the Insured Claimant, the Company shall defer the
claim was made by the Insured Claimant or as of the exercise of its right to recover until after the Insured
date it is settled and paid. Claimant shall have recovered its loss.
(c) In addition to the extent of liability under (a) and (b), the (b) The Company's right of subrogation includes the rights of
Company will also pay those costs, attorneys' fees and the Insured to indemnities, guaranties, other policies of
expenses incurred in accordance with Sections 5 and 7 of insurance or bonds, notwithstanding any terms or
these Conditions, conditions contained in those instruments that address
9. LIMITATION OF LIABILITY. subrogation rights.
(a) If the Company establishes the Title,or removes the alleged 14.ARBITRATION.
defect, lien or encumbrance, or cures the lack of a right of Either the Company or the Insured may demand that the claim or
access to or from the Land,all as insured,or takes action in controversy shall be submitted to arbitration pursuant to the Title
accordance with Section 3 or 7, in a reasonably diligent Insurance Arbitration Rules of the American Land Title
manner by any method, including litigation and the Association("Rules"). Except as provided in the Rules,there shall
completion of any appeals, it shall have fully performed its be no joinder or consolidation with claims or controversies of
obligations with respect to that matter and shall not be liable other persons.Arbitrable matters may include,but are not limited
for any loss or damage caused to the Insured. to, any controversy or claim between the Company and the
(b) In the event of any litigation, including litigation by the Insured arising out of or relating to this policy, any service in
Company or with the Company's consent, the Company connection with its issuance or the breach of a policy provision,or
shall have no liability for loss or damage until there has to any other controversy or claim arising out of the transaction
been a final determination by a court of competent giving rise to this policy. All arbitrable matters when the Amount
jurisdiction, and disposition of all appeals, adverse to the of Insurance is$2,000,000 or less shall be arbitrated at the option
Title,as insured. of either the Company or the Insured, unless the Insured is an
(c) The Company shall not be liable for loss or damage to the individual person (as distinguished from an Entity). All arbitrable
Insured for liability voluntarily assumed by the Insured in matters when the Amount of Insurance is in excess of$2,000,000
settling any claim or suit without the prior written consent of shall be arbitrated only when agreed to by both the Company and
the Company. the Insured. Arbitration pursuant to this policy and under the
10.REDUCTION OF INSURANCE; REDUCTION OR Rules shall be binding upon the parties. Judgment upon the
TERMINATION OF LIABILITY. award rendered by the Arbitrator(s) may be entered in any court
All payments under this policy, except payments made for costs, of competent j u risdiction.
attorneys'fees and expenses,shall reduce the Amount of Insurance
by the amount of the payment.
Form 5025548(7-1-14) Page 5 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
CONDITIONS(Continued)
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 16.SEVERABILITY.
CONTRACT. In the event any provision of this policy, in whole or in part, is
(a) This policy together with all endorsements, if any, attached held invalid or unenforceable under applicable law, the policy
to it by the Company is the entire policy and contract shall be deemed not to include that provision or such part held
between the Insured and the Company. In interpreting any to be invalid and all other provisions shall remain in full force
provision of this policy, this policy shall be construed as a and effect.
whole. 17.CHOICE OF LAW;FORUM.
(b) Any claim of loss or damage that arises out of the status of (a) Choice of Law: The Insured acknowledges the Company
the Title or by any action asserting such claim, shall be has underwritten the risks covered by this policy and
restricted to this policy. determined the premium charged therefor in reliance upon
(c) Any amendment of or endorsement to this policy must be in the law affecting interests in real property and applicable to
writing and authenticated by an authorized person, or the interpretation, rights, remedies or enforcement of
expressly incorporated by Schedule A of this policy. policies of title insurance of the jurisdiction where the Land
(d) Each endorsement to this policy issued at any time is made is located.
a part of this policy and is subject to all of its terms and Therefore, the court or an arbitrator shall apply the law of
provisions. Except as the endorsement expressly states, it the jurisdiction where the Land is located to determine the
does not(i) modify any of the terms and provisions of the validity of claims against the Title that are adverse to the
policy, (ii) modify any prior endorsement, (iii) extend the Insured, and in interpreting and enforcing the terms of this
Date of Policy or (iv) increase the Amount of Insurance. policy. In neither case shall the court or arbitrator apply its
Each Commitment,endorsement or other form, or provision conflicts of laws principles to determine the applicable law.
in the Schedules to this policy that refers to a term defined (b) Choice of Forum:Any litigation or other proceeding brought
in Section 1 of the Conditions shall be deemed to refer to by the Insured against the Company must be filed only in a
the term regardless of whether the term is capitalized in the state or federal court within the United States of America or
Commitment, endorsement or other form, or Schedule. its territories having appropriate jurisdiction.
Each Commitment,endorsement or other form, or provision 18.NOTICES,WHERE SENT.
in the Schedules that refers to the Conditions and Any notice of claim and any other notice or statement in writing
Stipulations shall be deemed to refer to the Conditions of required to be given to the Company under this Policy must be
this policy. given to the Company at First American Title Insurance
Company, Attn: Claims National Intake Center, 1 First
American Way, Santa Ana, California 92707. Phone: 888-
632-1642.
Sj amEq�
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First American Title
Form 5025548(7-1-14) Page 6 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
Owner Policy of Title Insurance (T-1)
# fiirst.Amerxcan Title," ISSUED BY
First American Title Insurance Company
POLICY NUMBER
Schedule A 1003-128800-RTT
Name and Address of Title Insurance Company:
First American Title Insurance Company, 1500 South Dairy Ashford,Suite 300, Houston,TX 77077.
File No.: 1003-128800-RTT
Date of Policy: 11/03/2014 at 4:36 PM
Amount of Insurance: $631,000.00 Premium: $3,817.00
1. Name of Insured:
City of Fort Worth
2. The estate or interest in the Land that is insured by this policy is:
FEE SIMPLE
3. Title is insured as vested in:
City of Fort Worth
4. The land referred to in this policy is described as follows:
See Exhibit A attached hereto and made a part hereof.
By its a [t, Republic�� exas, I$c MWOMMKOMM
-
Authdrized Signatory
REPUBLIC TInE"
550 Bailey Avenue,Suite 100
Fort Worth,TX 76107
(817)877-1481
(817)654-0008
Form 5025548(7-1-14) Page 7 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
EXHIBIT "A"
BEING 0.181 of an acre of land being a portion of Block 26111, City Center Addition, an Addition to the City of Fort
Worth, Tarrant County, Texas, as recorded in Volume 388-190, Page 60, Plat Records of Tarrant County, Texas
and also being a portion of a tract of land conveyed to T-L City Investments, L.P., SRB City Investments L.P. and
DDR/DTC City Investments, L.P., as recorded in County Clerk's Document No. D207169650, Deed Records,
Tarrant County, Texas, said 0.181 of an acre of land being more particularly described by metes and bounds as
follows:
BEGINNING at the most Southerly corner of the aforementioned Block 26R1 in the Northeasterly R.O.W. line of
Calhoun Street;
THENCE North 30 degrees 00 minutes 00 seconds West, along said Northeasterly R.O.W. line and the
Southwesterly line of Block 26R1, a distance of 9.29 feet to a "+"cut in concrete set;
THENCE North 60 degrees 00 minutes 00 seconds East, a distance of 200.00 feet to a"+"cut in concrete set in
the Northeasterly line of Block 26R1 and in the Southwesterly R.O.W. line of]ones Street;
THENCE South 30 degrees 00 minutes 00 seconds East, along said Southwesterly R.O.W. line and the
Northeasterly line of said Block 26R1, a distance of 60.00 feet;
THENCE South 60 degrees 00 minutes 00 seconds West, a distance of 57.69 feet to the Southeasterly line of said
Block 26R1, the beginning of a curve to the left with a radius of 547.00 feet and whose long chord bears South
79 degrees 36 minutes 47 seconds West, 151.07 feet;
THENCE Westerly along said curve, with said Southeasterly line, through a central angle of 15 degrees 52
minutes 30 seconds, an arc distance of 151.56 feet to the end of said curve, at the PLACE OF BEGINNING and
containing 0.181 of an acre of land.
Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct, but is made only for informational and/or identification purposes and does not override Item 2 of
Schedule B hereof.
Form 5025548(7-1-14) Page 8 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
Owner Policy of Title Insurance (T-1)
.. FirstA.merican T tle ISSUED BY
First American Title Insurance Company
POLICY NUMBER
Schedule B 1003-128800-RTT
File No. 1003-128800-RTT
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs, attorney's fees or
expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in
Schedule A and the following matters:
1. The following restrictive covenants of record itemized below:
(the Company must either insert specific recording data or delete this exception)
Item 1 of Schedule B is hereby deleted in its entirety.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions,
or any overlapping of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.
4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations,
governments or other entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams,
lakes, bays, gulfs or oceans, or
b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any
government, or
C. to filled-in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of vegetation, or the right of
access to that area or easement along and across that area.
5. Standby fees, taxes and assessments by any taxing authority for the year 2015, and subsequent years;
and subsequent taxes and assessments by any taxing authority for prior years due to change in land
usage or ownership, but not those taxes or assessments for prior years because of an exemption granted
to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements
not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters:
(the Company must insert matters or delete this exception)
a. All encumbrances, violations, variations, or adverse circumstances affecting Title that would be
disclosed by an accurate and complete land survey of the Land, including, without limitation, all
visible and apparent easements or uses and all underground easements or uses, the existence of
which may arise by unrecorded grant or by use.
b. Rights, if any, of third parties with respect to any portion of the subject property lying within the
boundaries of a public or private road.
Form 5025545(7-1-14) Page 9 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
C. The following easements and/or building lines, as shown on plat recorded in Volume 388-190,
Page 60, Map Records, Tarrant County, Texas:
Any existing utilities already in place within that portion of East 2nd Street vacated by
City Ordinance No. 9464;
Ten foot(10') easement along the Southeast portion of Block 26R1 for gas line;
Ten foot wide (10)easement along the Southeast portion of Block 26R1 for Texas
Electric Service Company;
Seventeen and one-half foot wide(17.5 easement along the Southeast portion of Block
26R1 for storm drain and water line.
d. Mineral lease together with all rights, privileges and immunities incident thereto, to Chesapeake
Exploration, LLC, from City Center Development Co., L.P., described in instrument filed
06/16/2008, recorded in cc# D208230235, Real Property Records, Tarrant County, Texas.
Memorandum of First Amendment, filed 05/20/2009, recorded in cc# D209134194, Real Property
Records, Tarrant County, Texas; Memorandum of First Amendment, filed 05/20/2009, recorded
in cc# D209134197, Real Property Records, Tarrant County, Texas; Memorandum of First
Amendment, filed 05/20/2009, recorded in cc# D209134758, Real Property Records, Tarrant
County, Texas. Title to said interest not checked subsequent to the date thereof.
Form 5025548(7-1-14) Page 10 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
{ Important Notice
•Y
`w g ru ISSUED BY
i First American Title,
First American Title Insurance Company
IMPORTANT NOTICE AVISO IMPORTANTE
To obtain information or make a complaint: Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company's Usted puede Ilamar al numero de telefono gratis de First
toll-free telephone number for information or to make a American Title Insurance Company's para informacion o
complaint at: para someter una queja al:
1-888-632-1642 1-888-632-1642
You may also write to First American Title Insurance Usted tambien puede escribir a First American Title
Company at: Insurance Company:
1 First American Way 1 First American Way
Santa Ana, California 92707 Santa Ana, California 92707
You may contact the Texas Department of Insurance to Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or Texas para obtener informacion acerca de companias,
complaints at: coberturas, derechos o quejas al.-
1-800-252-3439
l.1-800-252-3439 1-800-252-3439
You may write the Texas Department of Insurance: Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104 P.O. Box 149104
Austin, TX 78714-9104 Austin, TX 78714-9104
Fax:(512) 475-1771 Fax: (512) 475-1771
Web:http://www.tdi.state.tx.us Web:http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or Si tiene una disputa concerniente a su prima o a un
about a claim you should contact First American Title reclamo, debe comunicarse con el First American Title
Insurance Company first. If the dispute is not resolved, you Insurance Company primero. Si no se resuelve la disputa,
may contact the Texas Department of Insurance. puede entonces comunicarse con el departamento(TDI).
ATTACH THIS NOTICE TO YOUR POLICY. UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a Este aviso es solo para proposito de informacion y no se
part or condition of the attached document. convierte en parte o condicion del documento adjunto.
Form 50-TXNOTICE (11-1-09) Page 1-of 1 Mandatory Complaint Notice(11-1-09)
Texas
Form 5025548(7-1-14) Page 11 of 13 TX T-1 Owners Policy of Title Insurance(Rev. 1-3-14)
Texas
REPUBLIC TITLE OF TEXAS, INC. a Subsidiary of
S hent q,
PRIVACY STATEMENT 4 1
Republic Title of Texas,Inc.(*RTT*)is a wholly owned subsidiary of First American Title Insurance Company.RTT and its subsidiary and affiliated companies respect the privacy and
security of your non-public personal information("Personal information")and protecting your Personal information is one of our top priorities.This Privacy Statement explains RTT's
privacy practices,including haw we use the Personal Information we receive from you and from other specified sources,and to whom it may be disclosed.RTT follows the privacy
practices described in this Privacy Statement and,depending on use business performed,RTT may share information described herein.
Applicability
This Privacy Policy governs our use of the information that you provide to us.It does not govern the manner in which we may use information we have obtained from any other source,
such as information obtained from a public record or from another person or entity.RTT and First American have also adopted broader guidelines that govern our use of Personal
Information regardless of its source.First American calls these guidelines its Fair Information Values.
Types of Information
Depending upon which of our services you are utilizing,the types of nonpublic Personal Information that we may collect include:
• Information we receive from you on applications,forms and in other communications to us,whether in writing,in person,by telephone or any other means;
* Information about your transactions with us,our affiliated companies,or others;
• Information we receive from a consumer reporting agency;and
+ Information from you through our Internet websites,such as your name,address,email address,Internet Protocol address,the website links you used to get to our websites,and
your activity while using or reviewing our websites.
Uses of Information
We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party.Therefore,we will not release your Personal Information to
nonaffiliated parties except:(1)as necessary for us to provide the product or service you have requested of us;or(2)as permitted by law.We may,however,store such information
indefinitely,including the period after which any customer relationship has ceased.Such information may be used for any internal purpose,such as quality control efforts or customer
analysis.We may also provide all of the types of Personal Information listed above to one or more of our affiliated companies.Such affiliated companies include financial service providers,
such as title insurers,property and casualty insurers,and trust and investment advisory companies,or companies involved in real estate services,such as appraisal companies,home
warranty companies and escrow companies.Furthermore,we may also provide all the information we collect,as described above,to companies that perform marketing services on our
behalf,on behalf of our affiliated companies or to other financial institutions with wham we or our affiliated companies have joint marketing agreements.
Former Customers
Even if you are no longer our customer,our Privacy Policy will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your Personal Information.We restrict access to Personal Information about you to those
individuals and entities who need to know that information to provide products or services to you.We will use our best efforts to train and oversee our employees and agents to ensure
that your Personal Information will be handled responsibly and in accordance with this Privacy Policy and RTT and First American's Fair Information Values.We currently maintain physical,
electronic,and procedural safeguards that comply with federal regulations to guard your Personal Information.
Information Obtained Through Our Web Site
RTT and First American Financial Corporation are sensitive to privacy issues on the Internet.We believe it is important you know haw we treat the information about you we receive on
the Internet.In general,you can visit RTT or First American or its affiliates Web sites on the World Wide Web without telling us who you are or revealing any information about yourself.
Our Web servers collect the domain names,not the e-mail addresses,of visitors.This information is aggregated to measure the number of visits,average time spent on the site,pages
viewed and similar information.RTT and First American use this information to measure the use of our site and to develop ideas to improve the content of our site.
There are times,however,when we may need information from you,such as your name and email address.When information is needed,we will use our best efforts to let you know at
the time of collection how we will use the Personal Information.Usually,the Personal Information we collect is used only by us to respond to your inquiry,process an order or allow you to
access specific account/profile information.If you choose to share any Personal Information with us,we will only use it its accordance with the policies outlined above.
Business Relationships
RTT and First American Financial Corporation's sites and its affiliates sites may contain links to other Web sites.While we try to link only to sites that share our high standards and respect
for privacy,we are not responsible for the content or the privacy practices employed by other sites.
Cookies
Some of RTT's and First American's Web sites may make use of"cookie"technology to measure site activity and to customize information to your personal tastes.A cookie is an element
of data that a Web site can send to your browser,which may then store the cookie on your hard drive.Republictitle.com and Firs[Am.com use stored cookies.The goal of this technology
is to better serve you when visiting our site,save you time when you are here and to provide you with a more meaningful and productive Web site experience.
Fair Information Values
• Fairness We consider consumer expectations about their privacy in all our businesses.We only offer products and services that assure a favorable balance between consumer
benefits and consumer privacy.
• Public Record We believe that an open public record creates significant value for society,enhances consumer choice and creates consumer opportunity.We actively support an
open public record and emphasize its importance and contribution to our economy.
• Use We believe we should behave responsibly when we use information about a consumer in our business.We will obey the laws governing the collection,use and dissemination
of data.
• Accuracy We will take reasonable steps to help assure the accuracy of the data we collect,use and disseminate.Where possible,we will take reasonable steps to correct
inaccurate information.When,as with the public record,we cannot correct inaccurate information,we will take all reasonable steps to assist consumers in identifying the source
of the erroneous data so that the consumer can secure the required corrections.
• Education We endeavor to educate the users of our products and services,our employees and others in our industry about the importance of consumer privacy.We will instruct
our employees on our fair information values and on the responsible collection and use of data.We will encourage others in our industry to collect and use information in a
responsible manner.
• Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.
Effective Date:August 1,2011
Form 5025548(7-1-14) Page 12 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
Requests for Correction,Amendment,or Deletion of Personal Information
As required by applicable law,we will afford you the right to access your Personal Information,under certain circumstances to find out to whom your Personal Information has been
disclosed,and request correction or deletion of your Personal Information.However,RTT's current policy is to maintain customers'Personal Information for no less than your state's
required record retention requirements for the purpose of handling future coverage claims.
For your protection,all requests made under this section must be in writing and must include your notarized signature to establish your identity.Where permitted by law we may charge a
reasonable fee to cover the costs incurred in responding to such requests.Please send requests to:
Republic Title of Texas,Inc.
Peter S.Graf
General Counsel
2626 Howell Street.10th Floor
Dallas,Texas 75204
Changes to this Privacy Statement
This privacy Statement may be amended from time to time consistent with applicable privacy laws.When we amend this Privacy Statement,we will post a notice of such changes on our
website.The effective date of this Privacy Statement,as stated below,indicates the last time this Privacy Statement was revised or materially changed.
Form 5025548(7-1-14) Page 13 of 13 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
Republic Title of Texas, Inc.
550 Bailey Avenue,Suite 100-Fort Worth,TX 76107
REPUBLIC TITLE- Office Phone:(817)877-1481 Office Fax:(817)654-0008
Final Settlement Statement
Property: 2nd street(vacated portion), 0.201 ac, File No: 1003-128784-RTT
remainder Lots 182 Blk 39, Fort Worth, TX Officer: Stefanie Mathews/SM
Settlement Date: 02/04/2015
Disbursement Date: 02/04/2015
Print Date: 02/03/2015, 9:13 AM
Buyer: City Center Development Co. L.P. (25%); SRB City Investments, L.P. (25%); T-L City Investments, L.P.
(5%); DDR/DTC City Investments, L.P. (45%)
Address: 201 Main Street, Suite 700, Fort Worth,TX 76102
Seller: City of Fort Worth
Address: 1000 Throckmorton, Fort Worth, TX 76102
Lender:
Address:
New Loan No.:
Buyer Charge Buyer Credit Charge Description Seller Charge Seller Credit
Consideration:
69,000.00 Total Consideration 69,000.00
Title/Escrow Charges to:
300.00 Escrow Fee to Republic Title of Texas, Inc.
76.90 Tax Certificate(Commercial) to Data Trace Information
Services
4,199.00 1000 T-1/T-1R Single OTP(R-1) to Republic Title of
Texas, Inc.
46.50 Recording Fee-Certified Ordinance to Republic Title of
Texas, Inc.
32.50 Recording Fee-Deed w/o Warranty to Republic Title of
Texas, Inc.
73,654.90 Cash X From) To Buyer
Cash X To From Seller 69,000.00
73,654.90 73,654.90 Totals 69,000.00 69,000.00
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1003-128784-RTT
SELLER: City of Fort Worth
PURCHASER: City Center Development Co. L.P. (as to 25% interest), a Texas limited partnership and SRB City
Investments, L.P. (as to 25% interest), a Texas limited partnership and T-L City Investments, L.P. (as to 5%
interest), a Texas limited partnership and DDR/DTC City Investments, L.P. (as to 45% interest), a Texas
limited partnership
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas, Inc. TIN: 75-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue, Suite 100, Fort Worth, TX 76107
Purchaser understands the Closing or Escrow Agent has assembled this information representing the transaction
from the best information available from other sources and cannot guarantee the accuracy thereof. Any real
estate agent or lender involved may be furnished a copy of this Statement. Purchaser understands that tax and
insurance prorations and reserves were based on figures for the preceding year or supplied by others or
estimates for current year, and in the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas, Inc. to make expenditures and disbursements as
shown and approves same for payment. The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a copy of this Statement.
City Center Development Co. L.P. (as to SRB City Investments, L.P. (as to 25%
25% interest), a Texas limited partnership interest), a Texas limited partnership
By:LMB City Genpar, LLC, a Texas limited By:SRB City Genpar LLC, a Texas limited
liability company, general partner liability company, general partner
By: Thomas W.White, Vice President By: Thomas W. White, Vice President
T-L City Investments, L.P. (as to 5% DDR/DTC City Investments, L.P. (as to 45%
interest), a Texas limited partnership interest), a Texas limited partnership
By:T-L City Genpar LLC, a Texas limited By:BMT Genpar, LLC, a Delaware limited
liability partner liability company
C::� r^—' '._ 4--
By: Thomas W. White, Vice President By: Thomas W. White, Vice President
Republic Title of Texas,Inc.
0 hews
By:
Stefanie M h s
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1003-128784-RTT
SELLER: City of Fort Worth
PURCHASER: City Center Development Co, L.P. (as to 25% interest), a Texas limited partnership and SRB City
Investments, L.P. (as to 5% interest), a Texas limited partnership and T-L City Investments, L.P. (as to 25%
interest), a Texas limited partnership and DDR/DTC City Investments, L.P. (as to 45% interest), a Texas
limited partnership
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas,Inc. TIN: 75-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue, Suite 100, Fort Worth, TX 76107
Seller understands the Closing or Escrow Agent has assembled this Information representing the transaction from
the best Information available from other sources and cannot guarantee the accuracy thereof. Any real estate
agent or lender involved may be furnished a copy of this Statement. Seller understands that tax and Insurance
prorations and reserves were based on figures for the preceding year or supplied by others or estimates for
current year, and in the event of any change for current year, all necessary adjustments must be made between
Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas,Inc, to make expenditures and disbursements as
shown and approves same for payment. The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a copy of this Statement,
City of Fort Worth
c��ala efvA_
By: Fernando Costa, Assistant City
Manager
Republic Title of Texas,Inc.
By:
Stefanie Mathews
Republic Title of Texas,Inc.
550 Bailey Avenue,Suite 100•Fort Worth,TX 76107
REPUBLIC 77TLE0 Ofbce Phone:(817)877-1481 Office Fax:(817)654-0008
Final Settlement Statement
Property: 0.181 acre,portion of Lot 26R1,City Center File No: 1003-128800-RTT
Addition,Fort Worth,TX Officer: Stefanie Mathews/SM
Settlement Date: 02/04/2015
Disbursement Date: 02/04/2015
Print Date: 02/02/2015,10:03 AM
Buyer. City of Fort Worth
Address: 1000 Throckmorton,Fort Worth,TX 76102
Seller. City Center Development Co.,L.P.(25%);SRB City Investments,L.P.(25%);T-L City Investments,L.P.
(5%);DDR/DTC City Investments,L.P.(45%)
Address: 201 Main Street,Suite 700,Fort Worth,TX 76102
Lender:
Address:
New Loan No.:
Buyer Charge Buyer Credit Charge Description Seller Charge Seller Credit
Title/Escrow Charges to:
300.00 Escrow Fee to Republic Title of Texas,Inc.
76.90 Tax Certificate(Commercial) to Data Trace Information
Services
3,817.00 1000 T-1/T-1 R Single OTP(R-1) to Republic Title of
Texas,Inc.
40.50 Recording Fee-Warranty Deed to Republic Title of
Texas,Inc.
Recording Fee-Partial Release of Lien to Republic Title 28.50
of Texas,Inc.
4,234.40 Cash X From To)Buyer
Cash To X From Seller 28.50
4,234.40 4,234.40 Totals 28.50 28.50
Page 1 of 1
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1.003-128800-RTF
SELLER: City Center Development Co., L.P. (as to 25% interest), a Texas limited partnership and SRB City
Investments, L.P. (as to 25% interest), a Texas limited partnership and T-L City Investments, L.P. (as to 5%
interest), a Texas limited partnership and DDR/DTC City Investments, L.P. (as to 45% interest), a Texas
limited partnership
PURCHASER: City of Fort Worth
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas, Inc. TIN: 75-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue, Suite 100, Fort Worth,TX 76107
Seller understands the Closing or Escrow Agent has assembled this information representing the transaction from
the best information available from other sources and cannot guarantee the accuracy thereof. Any real estate
agent or lender involved may be furnished a copy of this Statement. Seller understands that tax and insurance
prorations and reserves were based on figures for the preceding year or supplied by others or estimates for
current year, and in the event of any change for current year, all necessary adjustments must be made between
Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas, Inc. to make expenditures and disbursements as
shown and approves same for payment. The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a copy of this Statement.
City Center Development Co., L.P. (as to SRB City Investments, L.P. (as to 25%
25% interest), a Texas limited partnership interest), a Texas limited partnership
By:LMB City Genpar LLC, a Texas limited By:SRB City Genpar LLC, a Texas limited
liability company, general partner liability company, general partner
By: Thomas W. White, Vice President By: Thomas W. White, Vice President
T-L City Investments, L.P. (as to 5% DDR/DTC City Investments, L.P. (as to 45%
interest), a Texas limited partnership interest), a Texas limited partnership
By:T-L City Genpar LLC, a Texas limited By:BMT Genpar, LLC, a Delaware limited
liability company, general partner liability company, general partner
By: Thomas W. White, Vice President By: Thomas W. White, Vice President
Republic Title of Texas,Inc.
By:
Stefanie Ma ews
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NQ: 1003-128800-RTT
SELLER: City Center Development Co., L.P. (as to 25% interest), a Texas limited partnership and SRB City
Investments, L.P. (as to 25% interest), a Texas limited partnership and T-L City Investments, L.P. (as to 5%
interest), a Texas limited partnership and DDR/DTC City Investments, L.P. (as to 45% interest), a Texas
limited partnership
PURCHASER: City of Fort Worth
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas, Inc. TIN: 75-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue, Suite 100, Fort Worth,TX 76107
Purchaser understands the Closing or Escrow Agent has assembled this information representing the transaction
from the best information available from other sources and cannot guarantee the accuracy thereof.Any real
estate agent or lender Involved may be furnished a copy of this Statement. Purchaser understands that tax and
insurance prorations and reserves were based on figures for the preceding year or supplied by others or
estimates for current year, and in the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas, Inc.to make expenditures and disbursements as
shown and approves same for payment.The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a copy of this Statement.
City of Fort Worth
By: Fernando Costa, Assistant City
Manager
Republic Title of Texas, Inc.
By: 3C
I � -Ht
Stefanie Math s
AFFIDAVIT AS TO DEBTS AND LIENS AND PARTIES IN POSSESSION
(ENTITY OWNER)
GF#: 1003-128784-RTT
SUBJECT PROPERTY: portion of vacated 2nd street being more fully described on Exhibit A and in the title
commitment for the referenced GF#.
OWNER: City of Fort Worth
SALE TO: City Center Development Co, L.P. etal
THE STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared the undersigned Affiant, personally
known to me to be the person whose name is subscribed hereto and upon oath deposes and says that:
1. To the best knowledge and belief of Affiant:
a. The charges for all labor and materials that may have been furnished to the property or to the
improvements thereon have been fully paid.
b. All contracts for the furnishing of labor or materials to the property or for improvements thereon have
been completed and fully paid.
c. There are no security agreements or leases affecting any goods or chattels that have become
attached, or that will at any later date become attached, to the property or improvements thereon as
fixtures that have not been fully performed and satisfied, which are not shown on the referenced title
commitment.
d. There are no loans of any kind on the property, which are not shown on the referenced title
commitment.
e. There are no brokers that have a signed commission agreement with Owner under which a
commission is claimed or earned and has not been paid, which are not shown on the settlement
statements.
2. Affiant has no knowledge of a notice of change of use nor has Owner received a notice of change of use
by the appraisal district.
3. The property is currently being used for the following purposes, and to the best knowledge and belief of
Affiant, the improvements, if any, and such use do not violate any restrictive covenants affecting the
property:
vacated and abandoned portion of 2nd street
4. There are no proceedings involving Owner, or notice to Owner of any proceedings, by any agency or
authority, public or private, that levies taxes or assessments, which may result in taxes or assessments
affecting the property and which are not shown by the referenced title commitment.
5. There are no Judgments, Federal Tax Liens, or State Tax Liens against the property;
the
T ; and the Property is subject to a claim under the
Medicaid Estate Recovery Program. LK4-
5. (a) All ad valorem and personal property taxes (if any), all"use"type business taxes (if any),
including but not limited to hotel use and occupancy taxes, and all association/ maintenance
type taxes or assessments (if any) that are currently due and payable have been paid or will
be paid at closing and are shown on the settlement statements. (b) Any of the above
referenced taxes which are the obligation of Owner and which have been prorated on the
settlement statements are based on information approved by Owner.
7. Owner is the only occupant of the property, except(list any leases):
none
8. There are no unrecorded contracts; deeds; mortgages; mechanic's liens; options of any kind,
including but not limited to options to purchase or lease; rights of first refusal or
requirements of prior approval of a future purchaser or occupant; rights of reentry; rights of
reverter; or rights of forfeiture affecting the property or improvements thereon, which are
not shown on the referenced title commitment.
4. There are no unrecorded contracts or agreements related to facilities, systems or equipment
located on the property, including but not limited to laundry facilities, cable television
systems, central antenna systems, telecommunication systems and alarm systems, which are
not shown on the referenced title commitment.
10. No proceedings in bankruptcy or receivership have ever been instituted by or against Owner,
and Owner has never made an assignment for the benefit of creditors.
This affidavit is made to the Purchaser and/or Lender and to Republic Title of Texas, Inc., as an
inducement to them to complete the above referenced transaction, and Affiant realizes that said
Purchaser and/or Lender and Republic Title of Texas, Inc., are relying upon the representations
contained herein; and Affiant does hereby swear under the penalties of perjury that the foregoing
information is true and correct in all respects, to the best knowledge and belief of Affiant, and that
Affiant is authorized to make this affidavit on behalf of Owner.
EXECUTED this day of 2015.
City of Fort Worth
Fernando Costa, Asst. City Manager - 71
THE STATE OF TEXAS
COUNTY OFTARRANT //
Subscribed and sworn to before me this 7 , day of February, by Fernando Costa, Asst. City
Manager of the City of Fort Worth, a home rule municipal corporation.
Notary Public, State of Texas
�s, •. ��• ' �,�1. 1:;. 20
Exhibit"A"
Being 0.201 of an acre of land being the remainder of Lot 1 and Lot 2, Block 39, Original Town of Fort
Worth, an unrecorded subdivision to the City of Fort Worth, Tarrant County, Texas, as conveyed to the City
of Fort Worth by deed recorded in Volume 6163, Page 908, Deed Records of Tarrant County, Texas, said
0.201 of an acre of land being more particularly described by metes and bounds as follows:
BEGINNING at the most Westerly corner of the aforementioned Lot 2, Block 39 at the intersection of the
Northeast R.O.W. line of Calhoun Street with the Southeast R.O.W. line of East 2nd Street projected to the
intersection with Calhoun Street;
THENCE N 60 degrees 00 minutes 00 seconds E, along the Northwesterly line of said Block 39, a distance
of 142.31 feet to the beginning of a curve to the right with a radius of 547.00 feet and whose long chord
bears S 89 degrees 08 minutes 38 seconds E, 63.09 feet;
THENCE Easterly along said curve, through a central angle of 06 degrees 36 minutes 42 seconds, an are
distance of 63.12 feet to a 5/8" iron rod found at the end of said curve;
THENCE N 15 degrees 00 minutes 00 seconds E, a distance of 5.00 feet to a 5/8" iron rod found in the
Northeast line of said Block 39;
THENCE S 30 degrees 00 minutes 00 seconds E, along the Northeasterly line of said Block 39, a distance
of 77.99 feet;
THENCE N 82 degrees 59 minutes 09 seconds W, a distance of 20.43 feet to the beginning of a curve to the
left with a radius of 489.00 feet and whose long chord bears S 85 degrees 15 minutes 44 seconds W, 199.19
feet;
THENCE Westerly along said curve, through a central angle of 23 degrees 30 minutes 13 seconds, an arc
distance of 200.59 feet to the end of said curve;
THENCE S 15 degrees 00 minutes 00 seconds W, a distance of 5.01 feet to the Northeasterly R.O.W. line of
Calhoun Street;
THENCE N 30 degrees 00 minutes 00 seconds W, along said R.O.W. line, a distance of 13.05 feet to the
PLACE OF BEGINNING and containing 8,741 square feet or 0.201 of an acre of land.
I ayc 1 v1 v
D215025'I03 2/512015 2:50 PM PGS 3 I:ee: $24.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records
lrts*R!�a+«•v Mary Louise Garcia
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 AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
PARTIAL RELEASE OF LIEN
BASIC INFORMATION
EFFECTIVE DATE: Janua $ , 2015
BENEFICIARY OF NOTES AND LIEN: Metropolitan Life Insurance Company,
a New York corporation
BENEFICIARY'S MAILING ADDRESS (INCLUDING COUNTY):
Metropolitan Life Insurance Company
10 Park Avenue
Morristown, Morris County, New Jersey 07962
Attention: Senior Vice President, Real Estate Investments
, r
and
Metropolitan Life Insurance Company
Two Lincoln Centre
5420 LBJ Freeway, Suite 1310
Dallas, Dallas, County, Texas 75240
Attention: Director and OIC Real Estate Investments
NOTES:
(a)
Dated: June 21, 2013
Original Principal Amount: $103,414,831.44
Borrowers: T-L City Investments, L.P.,
SRB City Investments, L.P.
DDR/DTC City Investments, L.P., and
City Center Development Co., L.P.
Holder: Metropolitan Life Insurance Company
(b)
Dated: June 21, 2013
Original Principal Amount: $4,136,593.95
Borrowers: T-L City Investments;:L.P.,
SRB City Investments, L,P.
DDR/DTC City Investments, L.P., and
City Center Development Co., L.P.
Holder: Metropolitan Life Insurance Company
1379402v.2 9212-394
NOTES AND LIEN ARE DESCRIBED IN THE FOLLOWING DOCUMENT: Amended
and Restated Deed of Trust, Security Agreement and Fixture Filing (the "Deed of
Trust"), dated June 21, 2013, and recorded on June 21, 2013, at Instrument No.
D213161641 in the Official Public Records of Tarrant County, Texas.
PROPERTY (INCLUDING ANY IMPROVEMENTS) TO BE RELEASED FROM LIEN:
That certain Tract One 0.181 acre parcel out of Block 26R1, City Center Addition, an
addition to the City of Fort Worth according to the plat recorded in Volume 388-190,
page 60 of the Plat Records of Tarrant County, Texas, and that certain Tract Two
0.0217 acre parcel consisting of 946 square feet out of Lot 26R1, City Center Addition,
an addition to the City of Fort Worth according to the plat recorded in Volume 388-190,
page 60 of the Plat Records of Tarrant County, Texas, as more particularly described
on Exhibit "A" attached hereto and incorporated herein by reference (the "Released
Property").
For value received, Holder of the Notes and Beneficiary of the Lien releases only the
Released Property from the Lien and from all liens only with respect to the Released
Property as held by Holder of the Notes and Beneficiary of the Lien, without regard to
how they were created or evidenced.
Except as expressly provided above, the Deed of Trust is in no way changed and
hereby remains in full force and effect, and the execution and delivery of this Partial
Release of Lien shall not in any way affect, diminish or impair other or remaining liens,
security interests, charges or encumbrances created under, or by virtue of, the Deed of
Trust or by any other security instruments given to secure the indebtedness, as defined
in the Deed of Trust, not expressly released hereby.
When the context requires, singular nouns and pronouns include the plural.
HOLDER AND BENEFICIARY:
METROPOLITAN LIFE INSURANCE
COMPANY, a New York corporation
� By: J
Its: John Martin Half
Director
STATE O roctr
COUNTY OF �6L C
This instrume w s acknowledged before me on January �5 2015, by
G�h 00 4,�,, �: �t� , T,�'ro,L f METROPOLITAN LIFE
INSURANCE COMPANY, a New York corporation, on b alf of said r-poration.
.a.'.".�, SAUNDE OKEIIEY
`O.• 4t
Notary Public,state of Texas
„r +� MYCOMMISsion Expires NotaryPU , State �C
April 05, 201 7
2
1379402v.2 9212-394
EXHIBIT "A"
LEGAL DESCRIPTION
Tract One:
BEING 0.181 of an acre of land being a portion of Block 26RI,City Center Addition,an Addition to the City of Fort
Worth,Tarrant County,Texas,as recorded in Volume 388-190,Page 60,Plat Records of Tarrant County,Texas
and also being a portion of a tract of land conveyed to T-L City Investments,LP.,SRB City Investments LP,and
DDR/DTC City Investments,LP.,as recorded in County Cleric's Document No.0207169650,Decd Records,
Tarrant County,Texas,said 0.181 of an acre of land being more particularly described by metes and bounds as
follows:
BEGINNING at the most Southerly comer of the aforementioned Block 2681 in the Northeasterly R.O.W.line of
Calhoun Street;
THENCE North 30 degrees lar minutes 0U seconds West,along said Northeasterly R.O.W.line and the
Southwesterly fine of Block 26111,a distance of 9.29 feet to a'+"cut in concrete set;
THENCE North 60 degrees 00 minutes()11 seconds East,a distance of 200.00 feet to a'+"cut in concrete set in
the Northeasterly line of Block 26RI and in the Southwesterly R.O.W.line of Jones Street;
THENCE South 30 degrees tut minutes 0()seconds East,alonq said Southwesterly RO_W.line and the
Northeasterly line of said Block 26111,a distance of 60.0()feet;
THENCE South 60 degrees tni minutes rx)seconds West,a distance of 57.69 feet to the Southeasterly line of said
Block 2681,the beginning of a curve to the left with a radius of 547.0()feet and whose long chord bears South
79 degrees 36 minutes 47 seconds West,151.07 feet;
THENCE Westerly akmg said curve,with said Southeasterly fine,through a central angle of 15 degrees 52
minutes 30 seconds,an arc distance of 151.56 feet to the end of said curve,at the PLACE OF BEGINNING and
containing 0.181 of an acre of land.
Tract Two:
946 square feet of land being a portion of Lot 2681,City Center Addition,an addition to the City
of Fort Worth,Tarrant County,Texas as recorded in Volume 388-I90,Page 60,Plat Records of
Tarrant County,Texas,said 946 square feet of land being more particularly described by metes and
bounds as follows.,
BEGINNING at a 5/8 inch iron rod found at the most southerly southeast comer of the
aforementioned Lot 26RI in the northerly R.O.W. line of the present East 2nd to East 3rd Street
realignment,said iron rod also being the beginning of a curve to the left with a radius of 547.00 feet
and whose long chord bears N 89°08'38"W,63.09 feet;
THENCE Westerly along the southerly line ofsaid Lot 2681 and said R O.W.line,with said curve,
through a central angle of 069542",an are distance of 63.12 feet to the end of said curve;
THENCE N 60°00'00"E,leaving said southerly line and said R.O.W.,a distance of57.69 feet to tate
easterly line of said Lot 26RI and the southwesterly R-O.W.line of Jones Street;
THENCE 8 30°00'00"E,along the easterly line of Lot 26RI and said southwesterly R.O.W.line,
a distance of 28.82 feet to a 5/8 inch icon rod found;
THENCE S 15000'00"W, a distance of 5.00 feet to the PLACE OF BEGINNING and containing
946 square feet or 0.0217 of an acre of land.
Exhibit "A"
1379402x.2 9212-394