HomeMy WebLinkAboutContract 38912STATE OF TEXAS § UNIFIED SIGN AGREEMENT
§ FOR
COUNTY OF TARRANT § GATEWAY STATION
KNOW ALL.yERSONS BY THESE PRESENTS that this Unified Sign Agreement is made and
entered into this day of unA 1 ^4 2008, upon the following terms, covenants and
agreements: t'`l
1. This Unified Sign Agreement covers real property located in the City of Fort Worth,
Tarrant County, Texas, as more particularly described in EXHIBIT "A" attached hereto and made a part
hereof for all purposes (the "Property"),
2. WRI GATEWAY STATION, L.P., a Texas limited partnership, whose address is c/o
Orange Development, L.P., PO Box 9559, Fort Worth, Texas 76107, Attn: Russell Martin, and the
parties described on SCHEDULE I attached hereto, whose address is 30 S. Wacker Drive, Suite 2750,
Chicago, Illinois 60606, Attn: Marc Goldstein (collectively, the "Owners" or individually, an
"Owner"), are the owners of all the Property subject to this Unified Sign Agreement,
3. Signs shall be constructed on the Property in accordance with the sign plan attached
hereto as EXHIBIT "B" (the "Sign Plan"). No signs (other than building signs and parking lot
directional signs) shall be constructed on the Property, except as reflected on the Sign Plan,
4. All parties hereto covenant and agree that the Property covered by this Unified Sign
Agreement will be collectively treated as a single premises for the limited purpose of determining the
number, size and location of on -premise signs permitted in accordance with Section 6.404(F) of the
Comprehensive Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as amended.
5. The covenants, limitations and restrictions contained herein shall be covenants running
with the land with respect to the Property and shall be binding on the Owners and all parties having any
right, title or interest in or to the Property, or any part thereof, and their heirs, successors and assigns.
6. Owners agree, concerning their respective parcels, to defend, indemnify and hold
harmless the City of Fort Worth from and against all claims or liabilities arising out of or in connection
with this Unified Sign Agreement; provided, however, the indemnification by any particular Owner under
this Paragraph 6 is limited to the acts or omissions of such Owner and/or its employees, officers, agents,
contractors, and subcontractors.
7. This Unified Sign Agreement may be amended or terminated only in accordance with
Section 6.404 (F)(7)(b) of the Comprehensive Zoning Ordinance of the City of Fort Worth, Ordinance
No. 13896, as amended, which reads as follows:
(a) A Unified Sign Agreement may be amended or terminated as follows:
(i) The amendment or termination agreement shall be executed by all
owners of the properties included in the Unified Sign Agreement, and all lien holders,
OFFICIAL RECOR ther than a taxing entity, that have an interest in land covered by the agreement or an
improvement on such land.
CITY SECRETAR 4'
FT. WORTH, TY 1. (ii) A termination agreement shall be approved by the City Council if all
signs on the property governed by the agreement are in compliance with City sign
855473_7
regulations, as if no Unified Sign Agreement had been executed. Any signs that are not
in compliance shall be removed or brought into compliance prior to approval of the
agreement by the City Council.
() In considering whether to approve an amendment to a Unified Sign
Agreement, the City Council shall consider the criteria for approval of Unified Sign
Agreements set out in Paragraph F.3,
8. Each Owner represents that, concerning its own respective parcel, except as provided on
EXHIBIT "C" attached hereto, there are no lien holders (other than taxing entities) that have an interest
in the Property or in any improvements on the Property.
9. All parties hereto covenant and agree that the Proposed Multi -Tenant Pylon Sign (A) as
shown on the Sign Plan is governed by that certain Sign Easement dated July 19, 2006, filed for
registration as Instrument No. D206222076 on July 20, 2006, in the Real Property Records of Tarrant
County, Texas ("Sign Easement") and is subject to any and all terms and conditions set forth therein.
Specifically, all parties hereto covenant and agree that in the event a sign is constructed, the Owners listed
on Schedule I attached hereto, and their successors and assigns, shall have the right, but not the
obligation, to use (at no charge to said Owners) the full bottom panel (which may be divided into two (2)
smaller panels) on each side of the Sign for Shopping Center (as defined in the Sign Easement) tenants,
subject to all applicable governmental rules and regulations.
(signature blocks on following page)
855473_7 2
EFFECTIVE as of the day and year first above recited.
WRI GATEWAY STATION, L.P.,
a Texas limited partnership
By: WRI Gateway Station GP, LLC,
a Delaware limited liability company,
its general partner
By:
We ingarten/Investments, Inc.,
a Texas corporation, Legal
its member I I
Name: Al
Title:
Vice President
855473_7 3
COVINGTON GATEWAY ACQUISITION, LLC,
COVINGTON GATEWAY ACQUISITION 19 LLC,
COVINGTON GATEWAY ACQUISITION 2, LLC,
COVINGTON GATEWAY ACQUISITION 3, LLC,
COVINGTON GATEWAY ACQUISITION 4, LLC,
COVINGTON GATEWAY ACQUISITION 59 LLC,
COVINGTON GATEWAY ACQUISITION 69 LLC,
COVINGTON GATEWAY ACQUISITION 7, LLC,
COVINGTON GATEWAY ACQUISITION 8, LLC,
COVINGTON GATEWAY ACQUISITION 99 LLC,
COVINGTON GATEWAY ACQUISITION 10, LLC,
COVINGTON GATEWAY ACQUISITION 119 LLC,
COVINGTON GATEWAY ACQUISITION 129 LLC,
COVINGTON GATEWAY ACQUISITION 139 LLC,
COVINGTON GATEWAY ACQUISITION 14, LLC,
COVINGTON GATEWAY ACQUISITION 159 LLC,
COVINGTON GATEWAY ACQUISITION 169 LLC,
COVINGTON GATEWAY ACQUISITION 179 LLC,
COVINGTON GATEWAY ACQUISITION 185 LLC, and
COVINGTON GATEWAY ACQUISITION 195 LLC,
each a Delaware limited liability company
By: Covington Asset Management, LLC,
a Delaware corporation,
its Authorized Representative
By: Covington Realty Partners, LLC,
a Delaware limited liability company,
Sole Member
By:
ice President
855473_7 4
The undersigned is the owner, holder, and beneficiary of those liens described on EXHIBIT "C"
attached hereto, together with other assignments and UCC4 Financing Statements related thereto
(collectively, the "Security Documents"), and hereby (i) consents to the foregoing Unified Sign
Agreement for Gateway Station ("USA") and (ii) subordinates its liens under all Security Documents to
the USA as if the USA had been recorded prior to the Security Documents. If the undersigned or its
successor acquires any interest in any portion of the property encumbered by the Security Documents
through foreclosure, through the execution of a deed in lieu of foreclosure, or by any other means, the
rights of the parties under the USA will continue in full force and effect and will not be terminated as a
result thereof.
LENDER:
LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR THE REGISTERED HOLDERS OF
ML-CFC COMMERCIAL MORTGAGE TRUST 2007-9,
COMMERCIAL MORTGAGE PASS -THROUGH
CERTIFICATES, SERIES 2007-9
By: WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer No. 1 under the Pooling and
Servicing Agreement dated as of November 1, 2007,
among MERRILL LYNCH MORTGAGE
INVESTORS, INC., Depositor, and WELLS FARGO
BANK, NATIONAL ASSOCIATION Master Servicer
No. 1, and MIDLAND LOAN SERVICES, INC. Master
Servicer No. 2, and LNR PARTNERS, INC. Special
Servicer and LASALLE BANK NATIONAL
ASSOCIATION, Trustee and WELLS FARGO BANK,
NATIONAL ASSOCIATION, CertifAate Administrator
By:
Name:
Title:
855473_7 S
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument as a knowledged before me on the O o day of 0# by
�1 , the ' C of
Weingarten/Investments, Inc., a Texas corporation, on behalf of said corporation as member of WRI
Gateway Station GP, LLC, a Delaware limited liability company, general partner of WRI Gateway
Station LP, a Delaware limited partnership, on behalf of said limited liability company and limited
partnership. Aen
AMANDA C. HEYEN
Notary Public, State of Texas
My Commission Expires
July 08, 2009
§
COUNTY OF OtC §
Notary Public, State of Texas
This instrument was acknowledged before me on the day of I(Vl 2�(' 2008, by
Matthew Masinter, the Vice President of Covington Realty Partners, LLC, a Delaware limited liability
company, sole member of Covington Asset Management, LLC, a Delaware limited liability company, as
Authorized Representative of Covington Gateway Acquisition, LLC, Covington Gateway Acquisition 1,
LLC, Covington Gateway Acquisition 2, LLC, Covington Gateway Acquisition 3, LLC, Covington
Gateway Acquisition 4, LLC, Covington Gateway Acquisition 5, LLC, Covington Gateway Acquisition
6, LLC, Covington Gateway Acquisition 7, LLC, Covington Gateway Acquisition 8, LLC, Covington
Gateway Acquisition 9, LLC, Covington Gateway Acquisition 10, LLC, Covington Gateway Acquisition
11, LLC, Covington Gateway Acquisition 12, LLC, Covington Gateway Acquisition 13, LLC, Covington
Gateway Acquisition 14, LLC, Covington Gateway Acquisition 15, LLC, Covington Gateway
Acquisition 16, LLC, Covington Gateway Acquisition 17, LLC, Covington Gateway Acquisition 18,
LLC, Covington Gateway Acquisition 19, LLC, each a Delaware limited liability company, on behalf of
said limited liability companies.
855473_7 6
CALIFORNIA NOTARY
ACKNOWLEDGMENT OF LENDER
STATE OF CALIFORNIA §
COUNTY OF CONTRA COSTA §
On CP,ffihr'� , 2008, before me, PCU(I �,� �. (f S , Notary
Public, personally appeared _. cP_y, L16LIl , who proved to me on
the basis of satisfactory evidence to be the persons) whose name(y) is/aye subscribed to the within
instrument and acknowledged to me that he/shy executed the same in his/her authorized capacity(j.es), and
that by his/her signature(O on the instrument the persono), or the entity upon behalf of which the
person,W acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
Foregoing paragraph is true and correct.
WITNESS my hand and official seal
fNotary Seall
855473_7 %
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
APPROVED:
Assistant City Manager
City of Fort Worth
Marty
hv�
Cif Secretary
C Q ckjJ**6
STATE OF TEXAS § Contract Authorization
§
COUNTY OF TARRANT §
Date
rr This ins rument was acknowledged before me on the day of , 200f by
fef 2flC�-A i
0 t a5i 0 , Assistant City Manager of the City of Fort W4th, on behalf of the
City of Fort Worth.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
200q.
After recording, return to:
WRI Gateway Station, L.P.
c/o Orange Development, L.P.
PO Box 9559
Fort Worth, Texas 76107
Attn: Russell Martin
otary Public, State of Texas
=���'Y �� EVONIA QANIELS
MY COMMISSION EXPIRES
it 4f+'" July 10, 2013
Note that this agreement is valid only after two file marked copies are returned to the City
Secretary of the City of Fort Worth.
OFF�CfAL RECORD
O�TY SECRETARY
FT. W'ORTHp TX
855473 7 � � 8
SCHEDULEI
COVINGTON GATEWAY ACQUISITION, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 13 LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 2, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 3, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 4, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 5, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 6, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 7, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 8, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 9, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 10, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 11, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 12, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 13, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 14, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 15, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 16, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 17, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 18, LLC, a Delaware limited liability company
COVINGTON GATEWAY ACQUISITION 19, LLC, a Delaware limited liability company
855473_7
EXHIBIT "A"
PROPERTY
CURRENTLY OWNED BY WRI GATEWAY STATION, L.P.:
Lot 15 Block A of GATEWAY STATION 2 Addition, an addition to the City of Fort Worth, Tarrant
County, Texas, according to the plat thereof recorded in Cabinet A, Page 12209 of the Plat Records of
Tarrant County, Texas.
CURRENTLY OWNED BY THE PARTIES DESCRIBED ON SCHEDULE I:
Lot 1CR, Block A, GATEWAY STATION ADDITION II, an addition to the City of Fort Worth and the
City of Burleson, according to the plat recorded in Cabinet A, Page 8703 of the Plat Records of Tarrant
County, Texas.
855473_7
EXHIBIT "B"
SIGN PLAN
(attached)
855473_7
mml
A A �OA_O�VsOA1-`lAn^ A W N A ('1 0
V 0 0 0 OD O OD 0 0 0 0� 0
OD 0� OD V V V V� V
w 3 m An
S
no•-�o�
kU
i
co
M
W
O
W
W
W
w
N
N
VI
o0
0
a
N
N
N
0�
N
J
J
w
N
�,0
WO
N
O
p
OD
-
N
O
IA
V
A
a
?
o
k
Zv
z c
A r
p 4 A
o m
z
a
z
EC
0
z
n
z
0
m
wz
c
om
�g nF 3m a 0 v =az g
as N ma a gm S a?p m�
233/4° op F c z+ D zso mz
9p 9 So 3 z AaAi = ynp mo
Wy ; �w my
O
m
o � N v3Z
z W �z z oz z o mn
w �v n y mz D p S`
CD
�73
0
m
a
z
a
a
z
i
2
A
y
$Xm
O
y
2
f
«a
3
O�
z
C
i£
3
Ni
D
SOT
z
m�
D
vc
z
�A
o
a
z
z
O H
Zm
�+ O
03
0
HQ
-00
4jo_
c�
8c
1
o
0
m
z
N
v
om
04
m
a
a
3p
�D
`
_
C
3
cc
3n
D
c
O
m
z
D
ZS
�m
$�
o
r
HD
nm
z
c
g=
s
z
oN
a
vc
z
�A
o
m�
z
q
m
I�
c
n
z
S
mm
g,M
nCD
EXHIBIT "C"
That portion of the Property owned by the Owner's listed on Schedule I is subject to the following lien:
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture ng,
executed by COVINGTON GATEWAY ACQUISITION, LLC, a Delaware limited
liability company ("Borrower"), as trustor, for the benefit of COUNTRYWIDE
COMMERCIAL REAL ESTATE FINANCE, INC., a California corporation, as
beneficiary, which secures the that certain $14,100,000 Promissory Note and other
obligations of Borrower, and which was recorded on September 6, 2007, as Instrument
No. D207316995, with the Tarrant County Recorder, Sate of Texas ("Official Records"),
the beneficiary's interest under which was assigned by instrument recorded on January 8,
2008, as Instrument No. D208008052, in the Official Records, to LASALLE BANK
NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF
AL-CFC COMMERCIAL MORTGAGE TRUST 2007-9, COMMERCIAL
MORTGAGE PASS -THROUGH CERTIFICATES, SERIES 2007-9.
855473_7
M&C Review
Page 1 of 2
DATE:
CODE:
COUNCIL ACTION: Approved on 5/6/2008
5/6/2008 REFERENCE NO.: **C-22788
Cf
TYPE:
CONSENT
LOG NAME:
PUBLIC
HEARING:
C}fifici��i cite ni tine Ciiy of Ft�rt , Te;.as
06GATEWAYSTAT
NO
SUBJECT: Authorize the Execution of a Unified Sign Agreement with WRI Gateway Station, L.P., for
Gateway Station Shopping Center Located at 12846, 12848, and 12850 South Freeway
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a Unified Sign
Agreement with WRI Gateway Station L.P., for the Gateway Station Shopping Center located at
12846, 12848, and 12850 South Freeway.
DISCUSSION:
Section 6.410 of the Zoning Ordinance establishes a procedure for the creation of a Unified Sign
Agreement. To be considered eligible for a Unified Sign Agreement, adjacent lots must be part of a
clearly defined commercial development. This agreement allows for adjacent lots to be considered a
single premises for the purposes of erecting detached signage. The Unified Sign Agreement and
proposed sign plan must be approved by the City Council and executed in accordance with the
Zoning Ordinance.
Additionally, the proposed signage must demonstrate a decrease in sign clutter as evidenced by a
reduction in the number, size, and height of detached signage that would otherwise be permitted. The
property must also be zoned "E" Neighborhood Commercial or less restrictive and the property may
only be subject to one such agreement.
The proposed Gateway Station Unified Sign Agreement meets these criteria and the property is
currently zoned "J" Medium Industrial.
On March 5th, 2008, the applicant received a variance from the Commercial Board of Adjustment
allowing an illuminated sign in "J" Medium Industrial district with less that 75% ground contact and
0% materials similar to the building.
The Gateway Station site would be allowed a total of 14 detached signs with a total sign square
footage of 1,263 square feet. This Unified Sign Agreement proposes a total of 2 detached signs with
a square footage of 308 square feet, resulting in a signage reduction of 76 percent.
http://apps.cfwnet.org/council�acket/mc review.asp?ID=9440&councildate=5/6/2008 8/5/2009
M&C Review
Page 2 of 2
Notice was mailed to all property owners within 300 feet and registered neighborhood associations
within one quarter of a mile on March 28th, 2008.
The subject property is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
freeway sign.pdf
monument si�n._pdf
proposed signs.pdf
signs allowed by ordinance.pdf
Variance ap roval letter 3-6-08,pdf
FROM Fund/Account/Centers
Fernando Costa (6140)
Susan Alanis (8042)
David Schroeder (2239)
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=9440&councildate=5/6/2008 8/5/2009