HomeMy WebLinkAboutContract 54368-EC1Date Received: 06�01�2021 City Secretary No. 54368- E C 1
LOAN: 42611
TimeReceived:9'25 am
ESTOPPEL AND CONSENT LETTER
Date: May 11, 2021
ARESIF LENDER LLC (together with any affiliate thereof and their successors and assigns,
"Lender")
c/o Ares Commercial Real Estate Management LLC
245 Park Avenue, 42nd Floor
New York, NY 10167
Re: Public Right-Of-Way Encroachment License Agreement by and between the City
of Fort Worth and Rosedale Acquisition, LP, filed 09/O1/2020, recorded in cc#
D220219333, Real Property Records, Tarrant County, Texas.
Property: Ramble & Rose Apartments located at 501 W. Rosedale St., Fort
Worth, Tarrant County, Te�s 76104
ESTOPPEL CERTIFICATE
This Estoppel and Consent Certificate is made this �� _ day of May _ , 2021 (the
"Estoppel Effective Date"), by the CITY OF FORT WORTH ("City") and ROSEDALE
ACQUISITION, LP ("Rosedale" or "Licensee") for the benefit of Lender.
RECITALS
A. City and Rosedale are parties to that certain Public Right-of-Way Encroachment
License Agreement recorded September 1, 2020, under cc# D220219333 (the "Agreement").
B. Lender has agreed, subject to certain terms and conditions, to provide a loan (the
"Loan") to Licensee secured by the multifamily properly descnbed in E�bit A attached to this
Estoppel Certif'icate (the "Property").
C. The Property is subject to the Agreement.
D. Lender has requested the City and Rosedale to execute and provide this Estoppel
Certif'icate to Lender, and City and Rosedale have agreed to execute and provide the same.
NOW THEREFORE, City and Rosedale hereby certify to Lender as follows:
1. The Agreement remains in full force and effect and has not been assigned, supplemented,
modified, or otherwise amended. OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
77684991.1
2. There are no defaults under the Agreement by Licensee. The undersigned has neither given
nor received any written notice of default under the Agreement which remains uncured by
Licensee, nor is the undersigned aware of any event which with the passage of time would
constitute a default under the Agreement by Licensee. There are no violations by Licensee
of any provision of the Agreement. All approvals required to be obtained by Licensee
under the Agreement have been obtained. All requirements under the Agreement have
been satisfied in full and there are no outstanding or continuing obligations under the
Ageement by Licensee.
3. Pursuant to Section 6 of the Agreement, the Licensee has agreed to pay a fee in the amount
of $1.44 per square/linear foot of encroachment area upon execution of the Agreement and
annually thereafter. Accordingly, Licensee owes to City the yearly amount of $5.33,
payable as of the beginning of March of each calendar year. No additional amounts are
owed or shall be owed to City under the Agreement.
4. Pursuant to Section 18 of the Agreement, the City hereby consents to Licensee's collateral
assignment of the Agreement to Lender in conjunction with the Loan. The City
acknowledges that it will recognize Lender or its nominee as Licensee following any
foreclosure or deed in lieu thereof.
5. Licensee has paid all fees, taxes, or rentals provided for by this Agreement or by any
federal, state, or local statute, law, or regulation to the City.
6. City shall provide Lender with notice of the breach or default by Licensee giving rise to
same (the "De fault Notice") and, thereafter, the opportunity to cure such breach or default
as provided for below. After Lender receives a Default Notice, Lender shall have a period
of thirty (30) days beyond the time available to Licensee under the Agreement in which to
cure the breach or default by Licensee. Lender shall have no obligation to cure (and shall
have no liability or obligation for not curing) any breach or default by Licensee, except to
the extent that Lender agrees or undertakes otherwise in writing. In addition, as to any
breach or default by Licensee the cure of which requires possession and control of the
Property, provided that Lender undertakes by written notice to City to exercise reasonable
efforts to cure or cause to be cured by a receiver such breach or default within the period
permitted by this paragraph, Lender's cure period shall continue for such additional time
as Lender may reasonably require to either: (i) obtain possession and control of the
Property with due diligence and thereafter cure the breach or default with reasonable
diligence and continuity; ar(ii) obtain the appointment of a receiver and give such receiver
a reasonable period of time in which to cure the default.
7. The person ar persons eXecuting this Estoppel Certificate, have the power and authority to
execute this Estoppel Certi�cate, and no other signatures are required or necessary in
connection with the execution and validity of this Estoppel Certif'icate.
8. This Estoppel Certificate shall have the effect of estopping the undersigned from making
any assertions contrary to the contents hereof and shall serve as a waiver of any claim by
the undersigned to the eXtent that such claim is asserted against any person permitted to
rely upon, and who has acted in reliance upon, this Estoppel Certif"icate.
77684991.1
9. This Estoppel Certificate may be relied upon by Lender, its representatives, successors and
assigns, and shall be binding on City and its legal representatives, successors and assigns.
10. Any notice or request given or demand made under this Agreement by one parry to the
other shall be in writing, and may be given or be served by hand delivered personal service,
or by depositing the same with a reliable overnight courier service or by deposit in the
United States mail, postpaid, registered or certif'ied mail, and addressed to the party to be
notified, with return receipt requested or by telefax transmission, with the original
machine-generated transmit confirmation report as evidence of transmission. Notice
deposited in the mail in the manner hereinabove described shall be effective from and after
the expiration of three (3) days after it is so deposited; however, delivery by overnight
courier service shall be deemed effective on the next succeeding business day after it is so
deposited and notice by personal service or telefax transmission shall be deemed effective
when delivered to its addressee or within two (2) hours after its transmission unless given
after 3:00 p.m. on a business day, in which case it shall be deemed effective at 9:00 a.m.
on the next business day. For purposes of notice, the addresses and telefax number of the
parties shall, until changed as herein provided, be as follows:
If to the Lender, at:
c/o Ares Commercial Real Estate Management LLC
245 Park Avenue, 42nd Floor
New York, NY 10167
Attention: Real Estate Debt Legal Department
Facsimile Na (212) 750-1777
with a copy to:
Ares Commercial Real Estate Management LLC
71 South Wacker Drive, Suite 3500
Chicago, Illinois 60606
Attention: ACREM Asset Management
Facsimile Na (312) 252-7501
and a copy to:
Barings Multifamily Capital LLC
5800 Tennyson Parkway, Suite 200
Plano, Texas 75024
Attention: ACREM Loan Servicing
Facsimile Na (469) 440-5601
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
77684991.1
IN WITNESS WHEREOF, this Estoppel Certif"icate has been executed as of the Estoppel
Effective Date.
CITY:
CITY OF FORTH WORTH
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By' ----------------------
Name: D.J. Harrell
Title: Director ofDevelopment Services
ATTEST:
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City Secretary
STATE OF TEXAS
COUNTY OF TARRANT
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Approved As To Form and Legality
����Z`�Ce-��rr Mi.r��ay
Matthew A. Murray
Assistant City Attorney
Ordinance No. 24161-04-2020
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
requirements.
Jahie S���e�tMo�aCef
Janie S. Morales, Development Services
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared D.J. Harrell, 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, as the act and deed of the City of Fort Worth, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th_day of _ Ma� ,
20 21
Digitally signed byJennifer L Ezernack
Jennifer L Ezernack Date:2021.052713:4228-OS'00'
_____ _ Adobe Acrobat version: 2021.001.20155
Notary Public in and for the State of Texas
77684991.1
op,RY�'(ie/ JENNIFER L. EZERNACK
_ � Notary Public
+ � * STATE OF TEXAS
NT9�OF"�+P Notary I.D. 130561630
My Comm. Exp. Mar. 1, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
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B :;-FORE ME, the undersigned authority a otary Public in and for the tat of
1-e.....'f-4� , on thi da per onally appeared�1£u\Crt,.i..ci \ (Title) known to m to be the per on
who e name i ub cribed to the foregoing instrument, and ackno\ !edged to me that he or he
executed the same for the purposes and consideration therein expres ed as the act and deed of
,...........,-"'l-" <«.le �\�l.4.Sit,� LP (entity type), and in the capacity therein lated.
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EXHIBIT A
PROPERTY
LOT 1R-1, BLOCK 18-B, WRAY'S SUBDIVISION, OF BLOCK 18-B OF FIELDS-
WELCH ADDITIONL, AN ADDITION OF CITY OF FORT WORTH, TARRANT
COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN cc# D21901167,
REAL PROPERTY, TARRANT COUNTY, TEXAS
ALSO DESCRIBED BELOW AS APPEAR IN THE AGREEMENT:
Metes and Bounds
Being all of Lot 1R of Wray's Subdivision, of Block 18-B of Fields-Welch Addition, an addition to the City of Fort
Worth, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 12587, Plat Records,
Tarrant County, Texas, and being a part of Lot 32-R, Block B, Wray's Subdivision of Block 18, Fields Welch
Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof, recorded
Volume 388-58, Page 256, Plat Records, Tarrant County, Texas, and being more particularly described as
follow s:
BEGINNING at a 5/8" iron rod found for corner in the most Northerly line of said Lot 1 R, same being the South line
of West Rosedale Street, a variable w idth right-of-w ay, said point being the North corner of a corner clip;
Thence South 88° 38' 53" East, along said South line a distance of 89.45' to a 1/2" iron rod found at the
Northw est corner of a 12' alley right-of-w ay, at the most Northerly Northeast corner of said Lot 1 R;
Thence South 00° 26' 44" East, along said West line a distance of 79.46' to a 1/2" iron rod found at the interior
"ELL" corner of said Lot 1 R;
Thence North 89° 30' 12" East, a distance of 12.00' to a 1/2" iron rod found in the East line of said alley right-of-way,
at the Southw est corner of said Lot 32-R;
Thence North 00° 26' 44" West, along the comrion line of said alley and said Lot 32-R, a distance 79.33' to a 1/2"
iron rod found forcorner in the said South line of West Rosedale Street;
Thence South 88° 18' 01" East, along said South line a distance of 88.83' to a 5/8" iron rod found at the North corner
of a corner clip;
Thence South 44° 12' 56" East, along said corner clip, a distance of 16.23' to a 5/8" iron rod found for corner in
the East line of said Lot 32R, same being the West line of South Jennings Avenue, a 60' right-of-way;
Thence South 00° 26' 44" East, passing at a distance of 64.20' a 1/2" iron rod found at the Southeast corner of
said Lot 32-R, same being the most Southerly Northeast corner of said Lot 1 R, and continuing a total distance of
329.70' to a 1/2" iron rod found forcorner at the North corner of a corner clip;
Thence South 44° 31' 44" West, along said corner clip, a distance of 14.15' to a 1/2" iron rod found forcorner in the
said South line of Lot 1 R, same being the said North line of West Oleander Street, a variable w idth right-of-w ay;
Thence South 89° 30' 12" West, along said North line a distance of 192.00' to a 1/2" iron rod found at the South
corner of a corner clip;
77684991.1
Thence North 45° 28' 16" West, along said corner clip, a distance of 14.14' to a 1/2" iron rod found for corner in
the West line of said Lot 1 R, same being the East line of Grainger Street, a 50' right-of-w ay;
Thence North 00° 26' 44" West, along said East line a distance of 337.39' to a 1/2" iron rod found forcorner at the
South corner of a corner clip;
Thence North 44° 55' 26" East, along said corner clip, a distance of 14.89' to the PLACE OF BEGINNING and
containing 74,035 square feet or 1.700 acres of land.
77684991.1