HomeMy WebLinkAboutContract 51089 CITY SECRETARY
CONTRACT NO.
ESTOPPEL CERTIFICATE
�6
This Estoppel Certificate is made as of _, 2018, by the undersigned, the City of
Fort Worth, a home rule municipal corporation of Tarrant County, Texas ("Cily"), acting
herein by and through its duly authorized City Manager its duly authorized Assistant City
Manager or Planning and Development Department Director provides this Estoppel Certificate
under that certain Right of Way Encroachment Agreement (the "Agreement") with Centergy
River I LP, a Texas limited partnership ("Licensee"), dated as of July 13, 2016 and recorded July
19, 2016, under Clerk's File No. D216160403, Official Public Records, Tarrant County, Texas,
relating to a portion of the real property described in the Agreement being known as Lot 2R-1,
Block 11 and located at 599 Harrold Street, Fort Worth, Tarrant County, Texas, as more
particularly described in the Agreement (the "Property"). The City gives this Estoppel Certificate
in connection with the sale, transfer, assignment and conveyance of such Property in its capacity
to oversee compliance of the Agreement with respect to the Property, to FW Trinity LB Phase II,
Ltd., a Texas limited partnership or its permitted assigns ("Purchaser") and that Purchaser
intends to obtain title insurance from Chicago Title Insurance Company("Title Company") and a
loan in connection with its acquisition of the Property, and the City hereby certifies to Licensee,
Purchaser,the Title Company and any lender as follows:
1. The Agreement is in full force and effect and City has not assigned or otherwise
transferred its interest in the Agreement.
2. A true and correct copy of the Agreement, together with all amendments thereto, is
attached as Schedule A to this Estoppel Certificate.
3. The term of the Agreement is 30 years commencing on July 13, 2016.
4. Licensee paid the $325.00 Application Fee As of the date hereof, the annual license fee is
$.56.00 per square/linear foot of the encroachment area, payable annually and thereafter.
The initial license fee was paid to the City upon execution of the Agreement and the next
payment of the annual license fee in the amount of$10.92 is due on January 1, 2019.
5. License has constructed, installed and is currently maintaining the Irrigation Line
improvements encroaching into the Public Right-of-Way and there are no outstanding
construction or maintenance obligations under the Agreement.
6. No default by Licensee has occurred under the Agreement which is continuing.
The City acknowledges that this Estoppel Certificate may be delivered to, and relied upon
by, Licensee, Purchaser, the Title Company and any prospective lender to Purchaser, and
their respective successors and assigns.
OFFICIAL.RBCORD
CITY 81CRITARY
ESTOPPEL CERTIFICATE—ROW ENCROACHMENT AGREEMENT ",k$"WHO YX
Page I
Executed as of , 2018.
THE CITY OF FORT WORTH
By:
. )LW"700)
Name: 00
Title: 37
ATTEST: Approved as to Form and Legality
ity S c FONT Assistant it Attorney
� a
�XAS
OFFICIAL RECORD
CITY SECRETARY
PST. WORTil,Tj(
ESTOPPEL CERTIFICATE—ROW ENCROACHMENT AGREEMENT Page 2
Contract Compliance Manager
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
enSnzi— all pe_rforn:x Ce r.-qui"'ments.
Janie S. Nforaies
Development Manager
SCHEDULE A
AGREEMENT
[ATTACHED]
ESTOPPEL CERTIFICATE—ROW ENCROACHMENT AGREEMENT Page 3
21130310v.1
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D216160403 711912016 8:51 AM PGS 14 Fee: $68.00 Submitter:CSC ERECORDING SOLUTIONS
Electronically Recorded by Tarrant County Clerk in Official Public Records 1 �L
C 711�0rcia
RIGHT OF WAY P �i - r 9a 65
ENCROACHMENT AGREEMENT
(COMMERCIA)
THIS AGREEMENT is made and entered into by and between the City of Fort
Worth, a home rule municipal corporation of Tarrant County, Texas ("City"), acting
herein by and through its duly authorized City Manager, its duly authorized Assistant
City Manager or Planning and Development Department Director, and Centergy River I
a Texas limited partnership "Licensee", acting herein by and through its duly
authorized Managing Member, the owner of the real property located at 599 Harrold
Street Fort Worth Texas 76107("Property").
RECITALS
WHEREAS, Licensee is the owner of certain real property situated in the City of
Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal
Description of the Property;and
WHEREAS, the City has a street, alley, sidewalk, and/or other public right-of-
way(individually or collectively,the"Public Right-of-Way")adjacent to the Property as
shown on the map attached to this Agreement as Exhibit"A"and incorporated herein for
all purposes; and
WHEREAS, Licensee desires to construct/place and maintain certain
improvements which will encroach onto the Public Right-of-Way;and
WHEREAS, City will allow the encroachment under the terms and conditions as
set forth in this Agreement to accommodate the needs of the Licensee,
NOW,THEREFORE,the City and Licensee agree as follows:
AGREEMENT
1.
City, in consideration of the payment by Licensee of the fee set out below and
covenants and agreements hereinafter contained, to be kept and performed by Licensee,
hereby grants permission to Licensee to encroach upon,use and/or occupy portions of the
space under, on, and/or above the City's Public Right-of-Way to construct/install and/or
allow to remain, certain improvements for the purpose of IRRIGATION LINES
(whether one or more,the"Improvements")as described in and at the location shown on
Exhibit "A" but only to the extent shown thereon. Upon completion of the
Improvements, Licensee agrees to be responsible for maintaining the Improvements.
Licensee shall not expand or otherwise cause the Improvements to further infringe in or
on City's Public Right-of-Way beyond what is specifically described in the Exhibit(s)
attached hereto.
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2.
All construction, maintenance and operation in connection with such
Improvements, use and occupancy shall be performed in strict compliance with this
Agreement and the City's Charter, Ordinances and Codes, and in accordance with the
directions of the City's Director of Transportation and Public Works, or his or her duly
authorized representative. Licensee shall submit all plans and specifications to the
applicable Director or his or her duly authorized representative prior to the construction
of the Improvements. Licensee shall not commence construction of the Improvements
until receiving written approval by the Director, but such approval shall not relieve
Licensee of responsibility and liability for concept, design and computation in the
preparation of such plans and specifications.
3.
Upon completion of the construction and installation of the Improvements, there
shall be no other encroachments in, under, on or above the surface area of the Public
Right-of-Way,except as described herein and depicted on Exhibit"A".
4.
Licensee, at no expense to the City, shall make proper provisions for the
relocation and installation of any existing or future utilities affected by such
encroachment, use and occupancy, including the securing of approval and consent from
any affected utility companies and the appropriate agencies of the State of Texas and its
political subdivisions. In the event that any installation, reinstallation, relocation or
repair of any existing or future utility or improvements owned by, constructed by or on
behalf of the public or at public expense is made more costly by virtue of the
construction, maintenance or existence of such encroachment and use, Licensee shall pay
to City an additional amount equal to such additional cost as determined in the reasonable
discretion of the Director of Transportation and Public Works, or his or her duly
authorized representative.
5.
Upon prior written notice to Licensee, except in the case of an emergency,
Licensee agrees that City may enter and utilize the referenced areas at any time for the
purpose of installing, repairing, replacing, or maintaining improvements to its public
facilities or utilities necessary for the health, safety and welfare of the public or for any
other public purpose. City shall bear no responsibility or liability for any damage or
disruption or other adverse consequences resulting from the Improvements installed by
Licensee, but City will make reasonable efforts to minimize such damage. In the event
that any installation, reinstallation, relocation or repair of any existing or future utility or
improvements owned by,constructed by or on behalf of the public or at public expense is
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made more costly by virtue of the construction, maintenance or existence of the
Improvments and use, Licensee shall pay to City an additional amount equal to such
additional cost as reasonably determined by the Director of Transportation and Public
Works or the Director of the Water Department, or said Director's duly authorized
representative.
6.
Licensee agrees to pay to City at the time this Agreement is requested an
application fee of$325.00 in order to defray all costs of inspection and supervision which
City has incurred or will incur as a result of the construction, maintenance, inspection or
management of the encroachments and uses provided for by this Agreement. Licensee
agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area
upon execution of this Agreement and annually thereafter.
7.
The term of this Agreement shall be for 30 years commencing on the date this
Agreement is executed by City. However, this Agreement shall terminate upon
Licensee's non-compliance with any of the terms of this Agreement. City shall notify
Licensee in writing of the non-compliance, and if not cured within 30 days, this
Agreement shall be deemed terminated unless such non-compliance is not susceptible to
cure within 30 days, in which case this Agreement shall be deemed terminated in the
event that Licensee fails to commence and take such steps as are necessary to remedy the
non-compliance within 30 days after written notice specifying the same, or having so
commenced, thereafter fails to proceed diligently and with continuity to remedy same.
8.
Upon termination of this Agreement, Licensee shall at no expense to City remove
the Improvements encroaching into the Public Right-of-Way, and restore the Public
Right-of-Way to a condition acceptable to the Director of Transportation and Public
Works, or his or her duly authorized representative, in accordance with then-existing City
specifications. It is understood and agreed by Licensee that if this Agreement terminates
and Licensee fails to remove the Improvements and restore the Public Right-of-Way,
Owner hereby gives City permission to remove the Improvements along with any
supporting structures, restore the Public Right-of-Way, and assess a lien on the Property
for the costs expended by the City in taking such actions.
9.
It is further understood and agreed between the parties hereto that the Public
Right-of-Way to be used and encroached upon as described herein, is held by City as
trustee for the public; that City exercises such powers over the public right-of way as
have been delegated to it by the Constitution of the State of Texas or by the Texas
Legislature; and that City cannot contract away its duty and its legislative power to
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control the Public Right-of-Way for the use and benefit of the public. It is accordingly
agreed that if the governing body of City may at any time during the term hereof
determine in its sole discretion to use or cause or permit the Public Right-of-Way to be
used for any other public purpose, including but not limited to, underground, surface or
overhead communication, drainage, sanitary sewerage, transmission of natural gas or
electricity, or any other public purpose, whether presently contemplated or not, that this
Agreement shall terminate upon 60 days' written notice to Licensee. In the event this
Agreement is terminated under this Section 4, Licensee shall perform the obligations
regarding removing the Improvements and restoring the Public Right-of-Way described
in Section 8.
10.
Licensee agrees and acknowledges that this Agreement is solely for the purpose
of permitting Licensee to construct,maintain and locate the Improvements over or within
the described Public Right-of-Way and is not a conveyance of any right, title or interest
in or to the Public Right-of-Way nor is it meant to convey any right to use or occupy any
property in which a third party may have an interest. Licensee agrees that it will obtain
all necessary permissions before occupying such property.
11.
Licensee agrees to comply fully with all applicable federal, state and local laws,
statutes, ordinances, codes or regulations in connection with the construction, operation
and maintenance of the Improvements,encroachment and uses.
12.
Licensee agrees to pay promptly when due all fees, taxes or rentals provided for
by this Agreement or by any federal,state or local statute,law or regulation.
13.
Licensee'covenants and agrees that it shall operate hereunder as an independent
contractor as to all rights and privileges granted hereunder and not as an officer, agent,
servant or employee of City, and Licensee shall have exclusive control of and the
exclusive right to control the details of its operations, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractots, subcontractors, licensees and invitees. The doctrine of
respondeat superior shall not apply as between City and Licensee, its officers, agents,
servants, employees, contractors and subcontractors, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Licensee.
14.
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LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS,AGENTS, SERVANTS, EMPLOYEES, AND ELECTED OFFICIALS
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE
IMPROVEMENTS AND ENCROACHMENT AND USES GRANTED
HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND LICENSEE
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH
CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIABILITY
AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL
IN.IURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN
CONNECTION WITH THE IMPROVEMENTS AND ANY AND ALL ACTS OR
OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
INVITEES,OR TRESPASSERS.
15.
While this Agreement is in effect, Licensee agrees to furnish City with a
Certificate of Insurancb naming City as certificate holder, as proof that it has secured and
paid for a policy of public liability insurance covering all public risks related to the
proposed use and occupancy of public property as described or depicted in Exhibit"A".
The amounts of such insurance shall be not less than
$1,000,000 Commercial General Liability
with the understanding and agreement by Licensee that such insurance amounts may be
revised upward at City's option and that Licensee shall so revise such amounts promptly
following notice to Licensee of such requirement. Such insurance policy shall not be
canceled or amended without at least 30 days prior written notice to the Building Official
of the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit
"B" and incorporated herein for all purposes. Licensee agrees to submit a similar
Certificate of Insurance annually to City on the anniversary date of the execution of this
Agreement.
Licensee agrees, binds and obligates itself, its successors and assigns,to maintain
and keep in force such public liability insurance at all times during the term of this
Agreement and until the removal of all encroachments and the cleaning and restoration of
the Public Right-of-Way. All insurance coverage required herein shall include coverage
of all Licensees' contractors and subcontractors.
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16.
Licensee agrees to deposit with the City when this Agreement is executed a
sufficient sum of money to be used to pay the fees to record this Agreement in the Real
Property Records of Tarrant County, Texas. After being recorded, the original shall be
returned to the City Secretary of the City of Fort Worth.
17,
In any action brought by the City for the enforcement of the obligations of the
Licensee, City shall be entitled to recover interest and reasonable attorney's fees.
18.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under this Agreement without the prior written approval of the City,
andany attempted assignment without such written approval shall be void. In the event
Licensee conveys the Property, Licensee may assign all of its rights and obligations under
this Agreement to the new owner of the Property, and Licensee shall be deemed released
from its duties and obligations hereunder upon City's approval in writing of such
assignment, which approval shall not be unreasonably conditioned or withheld.
Foreclosure by a secured lender of Licensee or assignment to a secured lender by
Licensee in the event of default or otherwise shall not require City approval provided that
said lender notifies City in writing within 60 days of such foreclosure or assignment and
assumes all of Licensees' rights and obligations hereunder. However, no change of
ownership due to foreclosure or assignment to any secured lender of Licensee shall be
effective as to City unless and until written notice of such foreclosure or assignment is
provided to City.
19.
THE PARTIES AGREE THAT THE DUTIES AND OBLIGATIONS
CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
20.
Any cause of action for breach of this Agreement shall be brought in Tarrant
County,Texas. This Agreement shall be governed by the laws of the State of Texas.
21.
This Agreement shall be binding upon the parties hereto, their successors and
assigns.
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[SIGNATURES APPEAR ON FOLLOWING PAGE]
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THIS AGREEMENT may be executed in multiple counterparts, each of which
shall be considered an original, but all of which shall constitute one instrument.
Licensee: Centergy River I LP
a Texas limited partnership
By: Centergy West 7th GP, LLC
a Texas limited liability company, General Partner
By: est Miller
Its Managing Member
City:
CC'I`Y T )RTH,
By. -
Rand1*1-Ia od
Director
Planning i Development Department
Date:
ATTEST: Approved As To Form and Legality
r
,f
City Seer y 3 � Assistant Ci y Attorney ~
{ �± 1t %d
' 4' "
NO M&C R1iQU11[tBD
_
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STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me 6�4' U _i 201
by-R TdA Harwood, Director of the Planning a d Develupntci Deportneat of the Ci
of Fort Worth,on behalf the City of Fort Word
CASSANDRA F.FOREMAN Notary Pu lie,State of Texas
NoIa?y PtjbIIc,Slole of TexU5
My Commi69lon Expires
April 26,2017
1Jn
After Recording Return to:
Cassandra Foreman
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX, 76102
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STATE OF Texas §
COUNTY OF Dallas §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared West Miller,Managing Member, known to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, as•the act and deed of Centergy River I LP a Texas limited
partnership,and in the capacity therein stated.
1 WEN UNDER MY HAND AND SEAL OF OFFICE this day of
20
�W_
Notary Public in and for the
State of Texas
una.a.
_;!P;t" MICH111F, ►ANAN MITCHELL
3 Notary Public,Slote Of Tex01
. .;r MN,Commleslon Explrel
a 5splembe1
21,2019
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LEGAL DESCRIPTION OF THE PROPERTY
LOT 1R AND 2R BLOCK 11 OF LOTS 1R AND 2R BLOCK 11 OF THE EVENAS
PEARSON WEST.WOOD ADDITION LOTS 3R AND 4R BLOCK 11 K.M.VAN
ZANDT'S ADDITION AN ADDITION TO THE CITY OF FORT WORTH,TARRANT
COUNTY TEXAS ACCORDING TO THE PLAT THEREOF RECORDED UNDER
CLERKS FILE NUMBER 215272429
EXHIBIT"A"
Location and Description of Encroachment and Improvements
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° L DAKOTASTREET Is- -- ----._ _.
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DATE:07.12016 SCALE:N.T S DRAWN BY:JRN FILE:0101157-04ROWE%H 4wp PROJECT No.R0104157a0001
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+ACS/TRC+ TARRANT Doc: 000160403 Dat.: 01/19/2016 Vol: 0000000 Pap.: 00000 Page; 13 Of 14
Page 14 of 14
CERTIFICATE OF LIABILITY INSURANCE DATA iNMID0IYYYY)
7/5/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate doss not confer rights to the
certificate holder in Ileu of such endorsement(*).
l
PRODUCER ^ mdse Ball
Higginbotham Insurance Agency,Inc. N e 817-349-2284 '-862-9284
500 W. 13th
Fort Worth TX 76102 A OAR ,Iball h (nbothant.net
..,INgFRL9AF}ORDINO CQVERAGt?. NAIL N
NS RSRA:Nautilus Insurance Company 17370
INSURED CENTE59 m INSURER 9:
Centergy West 71h,LP Ns,�O
C"ntargy River I LLP
Cent-rgy River ll LP INSURER D;
6235 t)ouiqlas Ave,Suit 000 INSURER V,
lOallasTX
75225a tiERr: _.__ .._._......_..._._....__..
COVERAGES CERTIFICATl: •555885696 EVIStO NU E
THIS IS TO CERTIFY T AT THE POLICIES OF INSURANCE ED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TTRII TYPE OF INSURANCE I POUCYNgMRERII�M�� UMIT9___
A X COMMERCIAL GENERAL LIABILITY NN653606 2/1511016 2/15/2017 EACH OCCURRENCE 31,000,000
_ CLIMS�IADE a OCCUR 11000.000
X ¢00 MED EXP(Any one person) $5,000
PERSONAL 6 ADV INJURY S1,000.000
-GEN'L.AGGRCO*rELIMIT APPLIES PER: GENFAALAGGRE.OATE $2000,000,,,,,,,,,,,,,,,,,
POLICY JE a LOC -PRODUCTS.COMP/OP AGO 32.000000
OTHER: 3
AUTOMOBILE LIABILITY e 3
_
ANYAUTO
SCCDtltltl BODILY INJURY(Per person) 3
ALL EO A SO BODILY INJURY(Per eoddent) 3
HIRED AUTOS µ�OS�EO SSR i
l 3
UMBRELLA LIAR OCCUR EACH OCCURRENCE $ _
EXCESS UAB CLAIMS-MADE AGGREGATE 3 y
EP I I RETENTION 3 3 �
WCRRERS COMPENSATION
AND EMPLOYERS'LIABILITY YIN
ANY PROPALR'r*VPARTNURUEJSECUTr4E ("`"`)NIA E.L.EACH ACCIDENT 3 �......
{t-+'FICI:AI r'r1,1 EXCLUDEO7 �}
(MamWtory In NN) E.L.DISEASE EA EMPLOYE
It yn.daavWs under
DES PTI N r3c F,RATICktS bala»• ,,,, .,_,., @.L.OISENSE•POLICY LIMIT 1$
DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES(;CORD 101,AddlOonal Rahlarft Schedute,maybe atfached N mon space le required)
The City of Fort Worth,Deparment of Developement Is listed as additional Insured with regards to General Liablllty.
EXHIBIT B
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 6E CANCELLED BEFORE
The City of Fort Worth;Department of Development THE EXPIRATION DAT9 THEREOF, NOTICE MILL BE DELIVERED IN
Attn:David Schroeder,Planner ACCORDANCE WITH THE POLICY PROVISIONS.
1000 Throckmorton Street
Fort Worth TX 76102 AUTHORIZED ACPRGICNTATIVE
®1988-2014 ACORD CORPORATION. All rights reserved,
ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD
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D217191799 811812017 3:17 PM PGS 9 Fee: $48.00 Submitter: CSC ERECORDING SOLUTIONS
Electronically Recorded by Tarrant County Clerk in Official Public Records
Mary Louise Garcia
PARTIAL ASSIGNMENT AND CONSENT OF
RIGHT OF WAY ENCROACHMENT AGREEMENT
City Secretary Contract No. 47983
THIS PARTIAL ASSIGNMENT AND CONSENT OF RIGHT OF W��Y
ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this____h
day of August, 2017, by and between the CITY OF FORT WORTH, a Texas home-rule
municipal corporation ("C "), CENTERGY RIVER I LP, a Texas limited partnership,
("Assignor"), and FW TRINITY LB, LTD., a Texas limited partnership ("Assignee').
(Sometimes City, Assignor and Assignee are referred to individually as a "Party" and
collectively as.the"Parties").
WITNESSETH:
WHEREAS, the City entered into a Right of Way Encroachment Agreement, City
Secretary Contract No. 47983 (the "Encroachment Agreement") with Assignor as the
"Licensee" and the owner of certain real property more particularly described on Exhibit "A"
attached hereto and incorporated herein by reference(the"Property") located adjacent to or near
the City's right-of-way on which the encroachments are located. The encroachments are more
particularly described in the Encroachment Agreement and are sometimes called therein and
herein the "Improvements";
WHEREAS, the Encroachment Agreement was filed on July 19, 2016 and recorded as
Instrument No. D216160403 in the Real Property Records of Tarrant County,Texas;
WHEREAS, Assignor has sold the portion of the Property described as Tract I on
Exhibit "A" attached hereto ("Tract I") to Assignee on August d _, 2017 (the "Closing
Date") as evidenced by a deed recorded as Instrument No. D 217191612 in the Real
Property Records of Tarrant County, Texas; and
WHEREAS, Assignor desires to assign the Encroachment Agreement to Assignee.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the above and foregoing premises and
the mutual covenants, terms and conditions herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
1. Assignor hereby partially assigns, transfers and conveys its rights and interests
and delegates it duties and obligations under the Encroachment Agreement to Assignee, to the
extent relating to Tract 1.
2. Assignee hereby accepts the Assignment granted herein, and assumes all of
Assignor's rights, duties and obligations arising under the Encroachment Agreement to the
extent relating to Tract I, from and after the Effective Date (as hereinafter defined). In this
Consent to Assignment(CSC No.47983) Page 1 of 8
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regard, Assignor and Assignee that the portion of the annual fee under the Encroachment
Agreement to be paid by Assignee is $10.92 19.5 square/linear feet). Assignor shall pay the
balance of such annual fee attributable to Tract II described on Exhibit"A"
3. Assignor has full right, power and authority to enter into this Assignment, to
make the representations set forth herein, and to carry out Assignor's obligations hereunder.
Assignee has the full right, power and authority to enter into this Assignment, to make the
representations set forth herein, and to carry out Assignee's obligations hereunder.
4. The effective date of this Assignment shall be the later of (i) the date of its
execution by the City or (ii) the Closing Date (the "Effective Date"). All rights, duties and
obligations under the Encroachment Agreement arising, accruing or relating to the period before
the Effective Date are allocated to Assignor and all rights, duties and obligations arising,
accruing or relating to the period thereafter shall be allocated to Assignee.
5. Except as otherwise expressly set forth in this Assignment, Assignor will be
discharged from any and all further obligations under the Encroachment Agreement to the extent
relating to Tract I, as of the Effective Date.
6. Assignor represents, warrants and covenants with City and Assignee that as of the
Effective Date, Assignor is not in default of any of its obligations contained in the Encroachment
Agreement.
7. City hereby consents to this Assignment upon the terms and conditions set forth
herein. Unless and until City has executed this Assignment, it is of no effect. The consent
granted herein should not be construed as consent to any further assignment. The failure or
delay of City in seeking to enforce any provision of the Encroachment Agreement or this
Assignment shall not be deemed a waiver of rights or remedies that City may have or a waiver of
any subsequent breach of the terms and provisions therein or herein contained.
8. Any notice given by any Party to another Party must be in writing and shall be
effective upon receipt when (i) sent by U.S. mail with property postage, certified mail return
receipt requested or by a nationally recognized overnight delivery service, and (ii) addressed to
the other Party at the address set out below or at such other address as the receiving Party
designates by proper notice to the sending Party.
Cit
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX 76102
Attention: Director
Consent to Assignment(CSC No.47983) Page 2 of 8
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18680483v.4
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Assi nor
Centergy River I LP
8235 Douglas, Suite 900
Dallas,Texas 75225
Attention: West Miller
Assis?nee
FW Trinity LB, Ltd.
c/o Endeavor Real Estate Group
500 W. 5h Street, Suite 700
Austin, Texas 78701
Attention: Nelson Crowe
9. Except as herein otherwise provided, this Assignment will be binding upon and
inure to the benefit of the Parties and their respective successors and assigns.
10. Assignee shall cause this Assignment to be filed of record at Assignee's expense
in the Real Property Records for Tarrant County, Texas.
11. The Certificate of Insurance for the Assignor attached as Exhibit "B" to the
Encroachment Agreement is hereby deleted and replaced with the attached Certificate of
Insurance from the Assignee as Exhibit`B" Revised 8/2017, with respect to Tract I.
12. All terms and conditions of the Encroachment Agreement not amended herein
remain unaffected and in full force and effect, are binding on the Parties and are hereby ratified
by the Parties. Capitalized terms not defined herein shall have meanings assigned to them in the
Encroachment Agreement.
13. This Assignment may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which, when taken together, shall constitute one and the same
document which may be evidenced by one counterpart.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Consent to Assignment(CSC No.47983) Page 3 of 8
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ASSIGNOR: ASSIGNEE:
CENTERGY RIVER I LP, FW TRINITY LB, LTD.,
a Texas limited partnership a Texas limited partnership
By: Centergy West 7"GP,LLC, By: EGP 2015 Management, LLC,
a Texas limited liability company, a Texas limited liability company,
its general partner its general partner
By: By: / �E� f�bl(6G-rT.�✓6 �fgb�l
est Miller, Managing Member Name:
Title:
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on , 2017 by West
Miller, as the Managing Member of Centergy West 71 GP, LLC, a exas limited liability company, the
general partner of Centergy River I LP,a Texas limited partnership on behalf of said partnership.
Le 4�A I ha--
Notar
ublic, State of Texas
[NOTARIAL SEAL] Ealca WHITE
S Notary Public, state of Texas
y ��= Comm, Expires 03.24.2021
ni Notary ID 131058772
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on 2017 by
, as the of EGP 5 Management, LLC, a Texas limited
liability company, general partner of FW Trini , Ltd., a Texas limited partnership on behalf of
said partnership.
Notary Public, State of Texas
[NOTARIAL SEAL]
Consent to Assignment(CSC No.47983) Page 4 of 8
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Page 5 of 9
ASSIGNOR: ASSIGNEE:
CENTERGY RIVER I LP, FW TRINITY LB, LTD.,
a Texas limited partnership a Texas limited partnership
By: Centergy West 7"GP, LLC, By: EGP 2015 Management, LLC,
a Texas limited liability company, a Texas limited liability company,
its general partner its general partner
West Miller, Managing Member Name: r2 S •. -e,
Title: �a
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me , 2017 by West
Miller, as the Managing Member of Centergy W GP, LLC, a Texas limited liability company, the
general partner of Centergy River I LP, xas limited partnership on behalf of said partnership.
Notary Public, State of Texas
[NOTARIAL SEAL]
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on a4xt,.� Zg• 2017 by
.�`' S.4w as the eq> of EGP 2015 Management, LLC, a Texas limited
liability company, general partner of FW Trinity LP, Ltd., a Texas limited partnership on behalf of
said partnership.
CINDY LAPiER Notary Pu 'c,State of Texas
Notary 1D 11129451083
[NOTARIAL SE My Commission Expires
June 7,2021
Consent to Assignment(CSC No.47983) Page 4 of 8
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5�j
Page 6 of 9
APPROVED AS TO FORM AND 4Ha
WORTH
LITY:
r
Assistant C y A orney Direc relopment Department
ATTEST: Date: /(6-, 2017
City Secretary
[No M&C Required]
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 2017 by Randle
Harwood, as the Director of the Planning and Development Delgrtment of the City of Fort Worth, a
Texas municipal corporation on behalf of the City of Fort Worth.
Notar tifilic, State of Texas
[NOTARIAL SEAL]
J.C.McCARTW
+ r
RAW ftk staa o!>�
�r+o
Consent to Assignment(CSC No.47983) Page 5 of 8
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Page 7 of 9
EXHIBIT G°A"
LEGAL DESCRIPTION OF THE PROPERTY
Tract I:
Lot 1R-1, Block 11 of Lot 1R-1, Evans-Pearson Westwood Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No.
D217082210,Map Records, Tarrant County.
Tract 2:
Lot 2R-1, Block 11 of Lot 1R-1, Evans-Pearson Westwood Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No.
D217082216, Map Records, Tarrant County.
Consent to Assignment(CSC No.47983) Page 6 of 8
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EXHIBIT "B"
REVISED 8/2017 CERTIFICATE OF INSURANCE
AcoRd CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DomYY)
08/15/7017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policY(les)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this Certificate does not confer rights to the
certificate holder in lieu of such endorsement s.
PRODUCER CA #DH64724 1-972-5 1-4400 NAME; IWAIWALDMAN
IINQIKaldmenPHONE . 972-456-8700 972-458.0755
IWA, Inc. (Dallas Division) go
6700 LSJ Freeway ADDRESS.. amble .harris®imeaoz .seal
Suite 200 INSUREA48)AFFORDING COVERAGE HNC/
Dallas, TX 75240 INSu RA'TIER CINCINIFATI IND CO '23280
INSURED N .TRAVRLRRS I130 CO 25655
Endeavor 1R'IP Holdings, LLC INSURERC:UNDERWRITERS AT LLOYDS LONDON 415792
PK Trinity LS, Ltd.
800 W. Sth Street, Ste 700 INSURER D:
INSURER E;
Austin, TX 78701 INSURERF:
COVERAGES CERTIFICATE NUMBER:$0582922 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE=POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOIWII HSI ANDINO ANY RFOUIREMFN-r,TERM OR CONDITION OF ANY CONTRACT OR OTHER LOCUMENT WITH RESPECT 10 WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TIER _
TYPE OF INSURANCE POLICY NUMBER 1 LIMITS •– _—
A X. COMMERCIAL GENERAL LIABILITY EPP0130246 03/09/17 03/09/10 EACH OCCURRENCE S 1,000,000
__. _DAMAG ....
CLAIMS-MMTO RENTORE (_X-�OCCVR PREMISES fEa oocurronnl 8100;000,.__..__..
MEO EXPILr�ane_�sm�_
PERSONAL 6ADVINJURY S 1,000,000
GENT AGGREGATE LIMIT APPLIES PER: OENERALAGOREGATE S 2,000,000
PICY!OL
JECT IR LOC PRODUCTS-Com"' PACO s 2,000,000
TII n: s
A AUTOMO&LE LIABILITY EPP0130246 03/09/17 Q3/09/16 (COhMINECSINGLELIAIT
EaacNOBM) 8 1,000,000
ANY AUTO BODILY INJURY IPer person) S
ALL OWNED I SCHEDULED BODILY INJURY(PsrscOftm) S
AUTOS AUTOS
NON'OWNED PROPERTY DAMAGE
-X VIREO AUTOS R_ AUTOS (Poral m") _ 8 ..
8
A 'X UMSRELLALIAS OCCUR 11PF0130246 03/09/17 03/09/18 EACHOCCURRENCE 115, 000
E1ICE84 LIAB IO,ArMS.MADE AGGREGATE 810 000,000
CED R I RETENTION810,000 8
WORKERS COMPENSATION R
1! AND EMPLOYERS'LIABILITY YNN
OFFICERMEMBER EXCLUDED? ❑MIA TJEf 197T540 01/01/17 01/01/18 _ IDR T§
ANY PROPRIEIORhWttNEREXEXITNE EL.EAI.M ACCFDEN— 1 T f 1 GOD,ODD
-• - -
.(M.4AWY In NH) E.L.DISEASE•EA EMPLOYIE S 1,090,000
E pS.doylbe undw
1) RIPTI F OPERATIONS below E.L.DISEASE POLK:Y UMR S 1,000,000
A CrLno RPPo130245 03/09/17 03/09/19 Limit 250,000
C Professional Liability AN9102575616 01/14/17 01/14/18 Limit 2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES(ACORD 101,AddllonM Romrb$044u1q may bo mod"If mon space Is r4qukod)
RY: Loft Bank development located at 411 Harrold St. Fort Worth, TS 761071 Lot 1R-1, Block 11 of Lot 1R-1, Rvans-eearso
Westwood Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded under
Clarke Pile No. D217082210, Nap Records, Tarrant County.
Certificate Holder is included as Additional Zusured on tha General Liability Policy if required by written contract or
agreement subject to policy teals and conditions. A Waiver of Subrogation is provided in favor of Certificate Holder on
the General Liability Policy if required by written contract or agreement subject to policy terms and conditions. This
Insurance in Priaury a Nan-Contributory on the General Liability Policy subject to policy terme and conditions.
CERTIFICATE HOLDER CANCELLATION
SHOULDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Planning and Development Department ACCORDANCE WITH THE POLICY PROVISIONS.
Director
1000 Throekmortoro Street AUTHORIZED REPRESENTATIVE
Fort Worth, TX 76102
VSA
1988.2614 ACORD CORPORATION.Ali rights reserved.
AC ORD 25(2014101) The ACORD name and logo are registered marks of ACORD
mhullings
SOSS2922
Consent to Assignment(CSC No.47983) Page 7 of 7
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Page 9 of 9
Contract Compliance Manager
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this'contract, including
ensuring all performance and reporting re,�(u�. ents.
Janie S. Morales
Development Manager
BENCHMARK TITLE, LLC
2000 McKINNEY AVE, 4TH FLOOR
DALLAS, TX 75201
GF#&&. /2193
CLOSER �?bVZrJ