HomeMy WebLinkAboutContract 47983-CA2Date Reccived: Jun 11, 2021 City Secrc�ta�y
Time Received: 2'49 pm Number•: 47983-CA2
PARTIAL ASSIGNMENT AND CONSENT OF
RIGHT OF WAY ENCROACHMENT AGREEMENT
City Secretaiy Contract No. 47983-CA 1
THIS PARTIAL ASSIGNMENT OF RIGHT OF WAY ENCROACHMENT
AGREEMENT (`'Assi�nment") is made and enter•ed into as of the Effective Date (as
hereinafter defined), by and among the CITY OF FORT WORTH, a Texas home-i-ule
municipal coiporation ("C�"), FW Trinity LB, a Texas limited partnership ("Assignor"'), and
WMCi Dallas XI, LLC, a Virginia limited liability company ("Assi�nee"). Sometimes herein
City, Assignor, or Assignee may also be refei�i•ed to individualfy as a"I'arty" o�- collectively as
the "Parties."
WITNES5ETH:
WHEREAS, Assignor is the fiee owner of certain land improvements located at 411
Han�old Street, Fort Worth, Texas 76102 (the "Pj-o er ").
WHEREAS, the City entered into a Right-of-Way F.ncroachment Agreement, City
Sec►•etaiy Contract No. 47983-CA I(the "Encroachment A�reement"), on or about July I 3,
2016, with Assignor's predecessor-itl-title, the then owner of certain real property mo►•e
particularly described in the Encroachment Agreement, of which the Property is a part. The
Propeety is legally described as "Lot IR-I, Block I1 of Lot 1R-1, Evans-Pearson Westwood
Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof reco��ded
under Cleek's File No. D21708?210, Plat Records. Tar�•ant County. Texas", located adjacent to or
near the City's right-of-way on which the enci•oachments are located. The encr•oachments
relating ro the Property ace more particularly described in the Encroachment Agreement;
WHEREAS, the Enc►-oachment �greement was recorded on July 19, 20 f 6, as instrument
No. D216160403 in the Real P�-operty Recor•ds of Tai�rant County, TeKas, and was thereafter
partially assigned to Assignor undee that cet-tain Partial Assignment and Consent of Right of
Way F,ncroachment Agreement recorded on Au�ust 31, 2017, as Instrument No. D217191799 in
the Real f'rope��ty Records of "I�arrant County, Te�as, and is �ttached hereto as "EYhibit A" and
inco�porated herein by reference for all purposes (the rights assigned to and assumed by
Assignor thereunder aee refer��ed to hei•ein as the "Assi�ned Interests" and relate only ro the
Property); and
WHEREAS, Assignor desires to assign its interest in the Assigned lnterests to Assignee.
AGREEMENT:
OFFICIAL RECORD
Partial Encroachment Assignment Agreement CITY SECRETARY
FT. WORTH, TX
NOW, THEREFORE, for and in consideration of the above and foregoing pi•emises and
the mutual covenants, terms, and conditions I�erein contained, and other good and valuable
consideration, the receipt and suff7ciency o� which is heceby acknowledged, the Parties hei�eby
agree as follows:
l. Assignoi� hereby assigns, transfers, and conveys all rights and interests in the
Assigned Interests to Assignee.
2. Assignee hereby accepts the Assigned Interests granted herein, and asst�mes all of
Assignor's rights, duties, and obligations under the Assigi�ed Inlerests first accruing from and
after the Effective Date.
3. Assignor has fiill right, power, and authority to entei� into this Assignment, to
make the rerresentations set t��rth herein, and to carry out Assignor's c�hligations hereunder.
Assignee has the full right, power, and authority to enter into this Assignment, to make the
r•epresentations set forth he►•ein, and to carr}� out Assignee's obligations he►-eunder.
4. The effective date of this Assignment shall be the date of its execution by the City
(the "Effective Date"). All rights, duties, and obligations tinde�• t}�e Assigned interests accruing
before the Effective Date are allocated to Assignor, and all cights, duties, and obligations first
accruing from and after the Effective Date shall be allocated to Assignee.
5. EXcept as otheitivise eYpressly set tortl� in this Assignment, Assignor will be
discharged fi�om any and all fiurther obligations under the Assigned Interests as of the Effective
Date.
6. Assignor represents, warrants, and covenants with City and Assignee that as of
the Effective Date, Assignoi-, to its knowledge, is not in default of any of its obligations with
respect to the Assigned Inte��ests.
7. City hereby consents to this Assignment upon the terms and conditions set fioi•th
herein. Unless and until City has executed this Assignment, it is of no effect. The consent
granted herein should not be construed as consent to any further assignments. The failure or
delay of City in seeking to enForce any provision of the Enc►-oachment 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 pruvisiuns therein o�� he��ein contained.
8. Any notice given hy anv Partv t� an�ihe�� Party n�ust bP in writing and shall he
efFective upon receipt when (i) sent by U.S. mail with proper postage, cei-titied mail return
receipt requested, or by a nationally recognized overnight delive�y 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.
C!tv
Development Services Department
Partial Encroachment Assignment Agreement Page 2 of 9
Rev 12/2020
200 Texas Street
Fort Worth TX 76102
Attention: Director
Assignor
FW Trinity LB, Ltd.
c/o Endeavoi• Real Estate Gr�oup
500 W. 5`" Street, Suite 700
Austiii, Texas 78701
Attention: Nelson Crowe
Assi�nee
WMCi Dallas XT, LLC
c/o Weinstein Management Co., inc.
3951 Stilltnan Pkwy.
Glen Allen, VA 23060
9. Except as flerein otherwise provided, this Assignment will be binding upon and
inure to the bei�efit of the Parties and their ��espective successors and assigns.
10. City shall cause this Assignment to be filed of recoi•d in the Real Prope►-ty
Records for• Tai�►•ant County, Texas.
I I. The Cei-titicate of Insurance foc the Assig��or attached as Exhibit "B" to the
Encroachment Agreement is hereby deleted and ►•eplaced with the attached Certiticate of
Tnsurance from the Assignee as "Exhibit B, Revised" only with cespect to the Property.
12. All terms and conditions of the Encroachment Agreement not amended herein
remain unaffected and in full force and effect, a►•e binding on the Parties, and ar�e hereby ratified
by the Pa►-ties. Capitalized terms not defined herein shall have meanings assigned to them in the
Encroachmenl A�reement.
13. This Assignment may be executed in multi�le 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 counte►•part.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Partial Encroachment Assignment Agreement Page 3 of 9
Rev 12/2020
HIS PAGE TO BE COMPLETED BY ASSIGNOR ONLY
THE STATE Or TEXAS
COUNTY OF TRAVIS
FW TRINITY LB, LTD.,
a Texas limited partnership
By: EGP 2015 Management, LLC,
a Texas limited liabilily company,
::gcnc02� ID
Name: C\...,,.lu tv ... ¾l..,
Title: M--,�"
This instrument was acknowledged before me on December lb , 2020, by
{�� as ��_, of EGP 2015 Management, LLC, a Texas
limited liability c mpany, general partner ofFW Trinily LB, Ltd., a Texas limited partnership,
on behalf of such limited liability company and such limited partnership.
My Commission Expires:
CINDY LAPIER
Notary ID #129451083
My Commission Expires
June 7, 2025
Partial Encroachment Assignment Agreement
Notary's name printed:
Page 4 of9
Rev 12/2020
HIS PAGE TO BE COMPLETED HY ASSIGNEE ONLY
WMCi DAJ,LAS XI, LLC. a Virginia limited liability company By W-r: ;z;:;;.,.,. u-�Name: Ti{;;T. J ,ancaster ritle: Cu-PresidenL and Chief Financial Officer
COMMONWEALTH OF VTRGLNIA
couNTY oF HGJJr1 ((J o
This instrument was acknowledged before me on / � -f () -ixO , 2020 by John T. Lancaster, Co-President and Chief Financial Officer of WMCl DALLAS XI, T ,LC. a Virginia
u;:;•Y �7b: of said limited liability company.
Notary Public ,,,,111111111•1,,, ,,,,•'�'(.t. L 80y/'11,,1 4 � L B 'it. ,,, � .......... f �,,, Printed Name: / rfj'}{!_<{!_ . <J-J £_ /..... ��'il-Y P&�/··. \
/ , E I j REG # f, \ ; : i 1676006 1 : a t coMM1ss10N l : 1 I . 2 l\ , � I\ /)�-\ ci -.. EXPIRES / i: My Commission Expires: '7 .,.�U-CXUO{� \��··• ... 4130/202� .... •·�/ ,,,,·,;,-0
4: ............ � �'-: ,, .. ,,,,,,_}YEALi't\ IJ ,,,,,,,, ,,,,,., .. '"''''
Partial Encroachment Assignment Agreement Page 5 of9
Rev 12/2020
APPROVED AS TO FORM AND
LEGALITY:
�1��t5�ie-r�r M�.c���
Matthew Murray (May 26, L021 -29 CDT)
FWBC Sec. 3210
Matthew A. Mur►•ay, Assistant City Attorney
City Attorney's Office
D�ste: May 26, 2021
ATTFST:
�D� �Ol?GiCGi � GOGILGI�GI
�for Ronald P. Gonzales (Jun 1, 2021 08:58 CDT)
Mary Kayser, City Secretary
City Secretary's Office
[No iVi&C Requii-ed]
CITY OF FORT WORTH
c��
DJ Ha�y 27, 202110:R CDT)
DJ Harrell, Direc[or
Development Services De�artmenc
l�ate: �ay 27, 2021
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Contract Compliance Specialist:
By signing i acicnowledge that 1 am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
67G1�?lG c�GGI����/�O�G������ing requirements.
_IanieSc�irlettMoralPs May252021P�09CDT)
lanie S. Morales
Development Manager
Partial Encroachment Assignment Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
STATE OF TEXAS
COUNTY OF TARRANT
§
§
This instrument was ackno�vledged before me on May 27 , 20�ihy 1�J
Harrell, Interim Director, as the Director of the Development Services Department of the City of Fo�•t
Worth, a�l�exas mtinicipal corporation on behalf of the City of Fort Worth.
o,�p,RY/'Ue, JENNIFER L. EZERNACK
_ q � Notary Public
* �f7 + STATE OF TEXAS
NT Gt P Notary I.D. 130561630
9rFOF�+ My Comm. Exp. Mar. 1, 2024
Partial Encroachment Assignment Agreement
Jennifer L E�zernallksignedbyJenniferL
Date: 2021.05.27 20:49:29 -OS'00'
E Adobe Acrobat version:
- �eai.eei.�ei��
Notary Public, State of'I�exas
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHiBITS
Partial Encroachment Assignment Agreement Page 8 of 9
Rev 12/2020
E�ibit A
CITY 3ECRETARY ,- ,, ,
CONT�tqCT Np, �;����
PARTIAL ASSIGNMENT AND CONSENT OF
RIGHT OF WAY ENCROACHMENT AGREEMENT
City Secretary Contract No. 47983
THIS PARTIAL ASSIGNMENT AND CONSENT OF RIGHT OF WAY
ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this
day of July, 2018, 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 PHASE II, LTD., a Texas limited partnership ("Assi�nee"). (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 E�ibit "A" attached hereto
and incorporated herein by reference (the "Pro er ") located adjacent to or near the City's right-
of-way on which the encroachments are located. The encroachments are more particularly
described in the Encroachment Agreement and are sometimes called therein and herein the
"Improvements";
WHEREAS, the Encroachment Agreement was filed on July 19, 2016 and recorded as
Instrument No. D216160403 in the Real Property Records of Tarrant County, Texas;
WHEREAS, Assignor previously sold that portion of the Property described as Tract I on
Exhibit "A" attached hereto ("Tract I") to FW Trinity LB, Ltd. ("Tract I Purchaser") on August
18, 2017, and in connection therewith the Encroachment Agreement was partially assigned to Tract
I Purchaser pursuant to a Partial Assignment and Consent of Right of Way Encroachment
Agreement dated August 18, 2017 (the "Tract I Assignment Agreement"); and
WHEREAS, Assignor now has sold the remainder of the Property, being that portion
described as Tract 2 on Exhibit "A" attached hereto ("Tract 2"), to Assignee on August ,
2018 (the "Closing Date") as evidenced by a deed recorded as Instrument No. D
in the Real Property Records of Tarrant County, Texas; and
WHEREAS, Assignor desires to assign the remainder of its rights under the Encroachment
Agreement to Assignee.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the above and foregoing premises and
the mutual covenants, terms and conditions herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows: _�_�__._.�.—�---�$�- �-;
Consent to Assignment (CSC No. 47983) QFFIC�A� �CO� � page 1 of 7
2015 Right of Way Encroachment Agreement - Commercial CITY $�C�A� � Rev 03/2015
2 i i i i i a��.2 ,�"'G 1lM�JR"1'H,'i1�C °.
1. Assignor hereby partially assigns, transfers and conveys its rights and interests and
delegates it duties and obligations under the Encroachment Agreement to Assignee, to the extent
relating to Tract 2.
2. Assignee hereby accepts the Assignment granted herein, and assumes all of
Assignor's rights, duties and obligations arising under the Encroachment Agreement to the extent
relating to Tract 2, from and after the Effective Date (as hereinafter defined). In this regard,
Assignor and Assignee agree that the portion of the annual fee under the Encroachment Agreement
to be paid by Assignee is $10.92 (19.5 square/linear feet). Tract I Purchaser is responsible for the
payment of the balance of such annual fee attributable to Tract I pursuant to the Tract I Assignment
Agreement.
3. Assignor has full right, power and authority to enter into this Assignment, to make
the representations set forth herein, and to carry out Assignor's obligations hereunder. Assignee
has the full right, power and authority to enter into this Assignment, to make the representations
set forth herein, and to carry out Assignee's obligations hereunder.
4. The effective date of this Assignment shall be the later of (i) the date of its execution
by the City or (ii) the Closing Date (the "Effective Date"). All rights, duties and obligations under
the Encroachment Agreement relating to Tract 2 and arising, accruing or relating to the period
before the Effective Date are allocated to Assignor and all rights, duties and obligations relating
to Tract 2 and arising, accruing or relating to the period thereafter shall be allocated to Assignee.
5. Except as otherwise expressly set forth in this Assignment, Assignor will be
discharged from any and all further obligations under the Encroachment Agreement to the extent
relating to Tract 2, as of the Effective Date.
6. Assignor represents, warrants and covenants with City and Assignee that as of the
Effective Date, Assignor is not in default of any of its obligations contained in the Encroachment
Agreement.
7. City hereby consents to this Assignment upon the terms and conditions set forth
herein. Unless and until City has executed this Assignment, it is of no effect. The consent granted
herein should not be construed as consent to any further assignment. The failure or delay of City
in seeking to enforce any provision of the Encroachment Agreement or this Assignment shall not
be deemed a waiver of rights or remedies that City may have or a waiver of any subsequent breach
of the terms and provisions therein or herein contained.
8. Any notice given by any Party to another Party must be in writing and shall be
effective upon receipt when (i) sent by U.S. mail with property postage, certified mail return receipt
requested or by a nationally recognized overnight delivery service, and (ii) addressed to the other
Party at the address set out below or at such other address as the receiving Party designates by
proper notice to the sending Party.
Consent to Assignment (CSC No. 47983) Page 2 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
C�
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX 76102
Attention: Director
Assi�
Centergy River I LP
8235 Douglas, Suite 900
Dallas, Texas 75225
Attention: West Miller
Assignee
F W Trinity LB Phase II, Ltd.
c/o Endeavor Real Estate Group
500 W. 5�' 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 E�ibit "B" to the
Encroachment Agreement is hereby deleted and replaced with the attached Certificate of Insurance
from the Assignee as E�ibit `B", with respect to Tract 2.
12. All terms and conditions of the Encroachment Agreement not amended herein
remain unaffected and in full force and effect, are binding on the Parties and are hereby ratified by
the Parties. Capitalized terms not defined herein shall have meanings assigned to them in the
Encroachment Agreement.
13. This Assignment may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall constitute one and the same
document which may be evidenced by one counterpart.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Consent to Assignment (CSC No. 47983) Page 3 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
ASSIGNOR:
CENTERGY RIVER I LP,
a Texas limited partnership
By: Centergy West 7th GP, LLC,
a Texas limited liability company,
its general nartner
By:
West Miller, Mar�agir�g Member
STATE OF TEXAS
COUNTY OF DALLAS
ASSIGNEE:
FW TRINITY LB PHASE II, LTD.,
a Texas limited partnership
:
By:
Nan
Titlf
EGP 2015 Management, LLC,
a Texas limited liability company,
This instrument was acknowledged before me on �� v , 2018 by West
Miller, as the Managing Member of Centergy West 7t'' GP, LL , a xas limited liability company, the
general partner of Centergy River I LP, a Texas limited partnership on behalf of said partnership.
�
�����u,
``�4�Yp �i��� ERICA WHITE � Notary ub ic, State ofTexas
i°r' �,%Notary Public, State of Texea
[NOTARIAL ����� Comm. Expires 03-242021
�ip�����,�` Notary ID 131058772
STATE OF TEXAS
COUNTY OF �.�7r� (,`rif-�
�`TN�s instrument �as acl�owledged before me on �fr',> ''�`.�_� , 2018 by
� d"� ��1'� , as the ���- ���� ��; �' of EGP 2015 Management, LLC, a Texas limited li:�bility
companyj general partner of FW 'd'rinity LP Phase II, Ltd., :a Texas limited partnership on behalf of
said partnership. �\ ` -
I •.=O�p:�V.Pbe,.. SUSAN fROST . . . �� j�:' ='c ��'. �;.�_ .. ._...: �" [�-+c�: � �
y., n, NOTARY PUBLIC � N, ary Public, State of Texas
% �"� �•: ID# 10795062
= ��9�� ....•+p: State of Texas
[NOTARIAL SEAL] a �''�'Ft��� Comm. Exp.06-27�pp2�
Consent to Assignment (CSC No. 47983) Page 4 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
2lllll47v.2
its general partner
APPROVED AS TO FORM AND
LE�9,.1�ITY:
,
�� +.�� *r �.� � ���� �,-�-� `__� '�-- '„' i``'�
As stant City Attorney
�
I:�
City Se'cretar�l � �
[No M&C Required]
STATE OF TEXAS
COUNTY OF TARRANT
C Y OF ]F ItT WORT
andle o d, Direct r
Planning and Developm nt Department
,�� y OF F�iQ�, ate: � , 2018
��:�''.
••lZ
:O
� :70
�`�
l`�AS .*
This instrument was acknowledged before me on
Harwood, as the Director of the Planning and Develc
municipal corporation on behalf of the City of Fort
[NOTARIAL SEAL]
`����µYP��/� JENNIFER LOUlSE EZERNACK
` .�P (/B ��,
:r°:•� i+'s Notary PubliC, State of Texas
;�9�oF,�;`� Comm. Expires 03-01-2020
�,,,,,,,�� Notary ID 130561630
N
2018 by Randle
of the City of Fort Worth, a Texas
of
����C�i�. �C��
cr� �e�rt�r�►�r
�"�'. W'�1�""N`M�'�
Consent to Assignment (CSC No. 47983) Page 5 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
Contract Compliance Manager
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and report requirements.
�
anie Scarlett Morales
Development Manager
EXHIBIT "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 2R-1, Evans-Pearson Westwood Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat thereof recorded under Clerk's File No. D217082216,
Map Records, Tarrant County.
Consent to Assignment (CSC No. 47983) Page 6 of 7
2015 Right of Way Encroachment Agreement - Commercial Rev 03/2015
21111147v.2
EXHIBIT B, REVISED
CERTIFICATE OF INSURANCE
Partial Encroachment Assignment Ag��eement Page 9 of 9
Rev 12/2020