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HomeMy WebLinkAboutContract 47347-CA1 Date Received: Sep 22,2021 City Secretary Time Received: 11:07 am Number: 47347-CAl ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 47347 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 20th day of September , 2021, by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation ("City"), OLEANDER INVESTMENTS, LLC, a Texas limited liability company("Assignor'), and THE MONARCH MD, LP, a Texas limited partnership ("Assignee"). Sometimes herein City, Assignor, or Assignee may also be referred to individually as a "Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 47347 (the "Encroachment Agreement"), on the 2nd day of December, 2015, with Assignor, the owner of certain real property more particularly described in the attached Legal Description (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, attached hereto as "Exhibit A" and incorporated herein by reference for all purposes, and are referenced therein and herein as the"Improvements"; WHEREAS, the Encroachment Agreement was recorded the 8th day of January, 2016, as Instrument No. D216004122 in the Real Property Records of Tarrant County, Texas; 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 assigns, transfers, and conveys all rights and interests and delegates it duties and obligations under the Encroachment Agreement to Assignee. 2. Assignee hereby accepts the assignment granted herein, and assumes all of Assignor's rights, duties, and obligations arising under the Encroachment 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. Encroachment Assignment Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4. 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. 5. The effective date of this Assignment shall be the date of its execution by the City (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. 6. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Encroachment Agreement as of the Effective Date. 7. 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. 8. 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 assignments. 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. 9. 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 proper 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. City Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor Oleander Investments, LLC 1501 Dragon Street, Suite 102 Dallas, Texas 75207 Attention: Dirik Oudt Telephone: 214.435.8797 Email: dirikklang=partners.com Encroachment Assignment Agreement Page 2 of 8 Rev 04/2020 With a copy to: Bourland,Wall &Wenzel,P.C. 301 Commerce Street, Suite 1500 Fort Worth, TX 76102-4115 Attention: Bryon R. Hammer Telephone: (817) 877-1088 Email: bhammerkbwwlaw.com Assi.nee The Monarch MD, LP c/o Sun Holdings Group 770 South Post Oak Lane, Suite 500 Houston, Texas 77056 Attn: Ido Blatt Email: iblatt ,syncre.com With a copy to: Munsch Hardt Kopf& Harr,P.C. 700 Milam Street, Suite 2700 Houston, Texas 77002 Attention: Phillip Williams Email: pbwilliams(cr�,munsch.com 10. 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. 11. Assignee shall cause this Assignment to be filed of record at Assignee's expense in the Real Property Records for Tarrant County, Texas. 12. 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." 13. 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. 14. 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] Encroachment Assignment Agreement Page 3 of 8 Rev 04/2020 ASSIGNOR: ASSIGNEE: OLEANDER INVESTMENTS,LLC THE MONARCH MD,LP a Texas limited liability compa a Texas limited partnership By: LANG PA TNER , L By: THE MONARCH MD GP, LLC a Texas lime lia li c p ny a Delaware limited liability company its sole man e By: By: Dirik Ou t :Manager Ido Blatt, President STATE OF TEXAS § COUNTY OF AA § This instrument was acknowledged before me by Dirik Oudt, as the manager of Lang Partners, LLC, a Texas limited liability company, being the sole manager of Oleander Investments,LLC, a Texas limited liability company, on.behalf of said company. .— r ����•�. LUPITA RAMIREZ otary ublic' State of Texas Notary ID#128940501 My Commission Expires oF + April 2, 2024 STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me by Ido Blatt, as the president of The Monarch MD GP, LLC, a Delaware limited liability company, the General Partner of The Monarch MD, LP, a Texas limited partnership, on behalf of said partnership. Notary Public, State of Texas OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY FT. WORTH, TX ASSIGNOR: ASSIGNEE: OLEANDER INVESTMENTS,LLC THE MONARCH MD,LP a Texas limited liability company a Texas limited partnership By: LANG PARTNERS, LLC By: THE MONARCH MD GP, LLC a Texas limited liability company a Delaware limited liability company its sole manager By: By: Dirik Oudt, Manager Ido Mitt, President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me by Dirik Oudt, as the manager of Lang Partners, LLC, a Texas limited liability company, being the sole manager of Oleander Investments,LLC, a Texas limited liability company, on behalf of said company. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me by Ido Blatt, as the president of The Monarch MD GP, LLC, a Delaware limited liability company, the General Partner of The Monarch MD,LP, a Texas limited partnership, on behalf of said partnership. b Notary Public, State of Texas RUTH STEVELMAN sz' ;hNotary Public, State of Texas 4 .... Comm.Expires 11-21-2021 °;,,`���� Notary ID 131359616 Encroachment Assignment Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY OF FORT WORTH DJ Harrell 20,202116,13 CDT) Dalton Harrell, Director Development Services Date: Sep 20,2021 APPROVED AS TO FORM AND LEGALITY: x FWBC Sec. 3210 T. Royce Hansen, Asst. City Attorney II City Attorney's Office Date: Sep 16,2021 d�o���� a oo 000 00r O Y ATTEST: ��o �0�� O O !? �00 o uc o �d 2 � � oo o° City Se Ronald cetary'saOffi ecting City Secretary �d�4� �00000 XAsaa� [No M&C Required] Contract Compliance Specialist: 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. 9. Janie Scarlett Morales Development Manager OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY FT. WORTH, TX STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on September 20 2021 by Dalton Harrell as the Director of the Development Services Department of the City of Fort Worth, a Texas municipal corporation on behalf of the City of Fort Worth. 149 JENNIFER L. EZERNACK .Jennifer L. E2ernDigitally signed by JenniferL. Notary Public Date: ck STATE OF TEXAS Ezernack Date:2021.09.21 09:D7:39 Notary I.D. 130561630 os o0My Comm.Exp.Mar. 1,2024 Notary public, State of Texas OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 7 of 8 Rev 04/2020 Page 1 of 25 CITY SECKTARY L,3 CONT"CT No. 7 2 2 2,015 RIGHT OF WAY ENCROACHMENT AGREEMENT (COMMERCIAL) THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized Planning and Development Department Director, hereinafter referred to as the "City", and Oleander Investments, LLC, acting herein by and through its duly authorized Dirik Oudt, Manager hereinafter referred to as "Licensee", Owner of the property located at 1100 7"'Avenue, Fort Worth, Texas 76104 ("Property"). AGREEMENT 1. For and in consideration of the payment by Licensee of the fee set out below and the true and faithful performance of the mutual covenants herein contained, City hereby grants to Licensee permission to construct/ install and/or allow to remain, Improvement(s) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights-of- way, such Improvement(s) are described as follows: Encroachment#I- Canopy Overhang- 175 S.F. Encroachment#2- Retaining Wall- 1,400 S.F. Encroachment#3- Canopy Overhang- 280 S.F. Encroachment#4- Pedestrian Bridge- 720 S.F. Encroachment#5- Canopy Overhang- 540 S.F. Encroachment#6- Canopy Overhang- 125 S.F. Encroachment#7- Canopy Overhang- 144 S.F. Encroachment#8- Planter Wall&Steps- 600 S.F. Encroachment#9- Steps- 54 S.F. Encroachment#10- Canopy Overhang- 248 S.F. Encroachment#11- Canopy Overhang- 248 S.F. Total Encroachment Area = 4,534 S.F. 2014 ROW Encroachment Agreement-Commercial Page 1 of I I Page 2 of 25 The location and description of said Improvement and the encroachment is more particularly described in Exhibit "A", attached hereto, incorporated herein and made a part hereof for all purposes. 2. All construction, maintenance and operation in connection with such Improvement, use and occupancy shall be performed in strict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duly authorized representative. All plans and specifications thereof shall be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized representative, but such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of construction and installation of said Improvement and thereafter, there shall be no encroachments in, under, on or above the surface area of the streets, alleys, sidewalks and other public rights-of-way involved, except as described herein and shown on the hereinabove referred to 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 the utility companies and the appropriate agencies of the State 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 2014 ROW Encroachment Agreement-Commercial Page 2 of l 1 Page 3 of 25 additional amount equal to such additional cost as determined by the Director of Transportation and Public Works of the City, or his duly authorized representative. 5. City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Licensee understands and agrees that City shall bear no responsibility or liability for damage or disruption of improvements installed by Licensee or its successors, but City will make reasonable efforts to minimize such damage. 6. 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 to City at the time this Agreement is requested an application fee in the sum of Five Hundred and Seventy-Five Dollars ($575.00). Upon execution of this Agreement and annually thereafter, Licensee agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area. 7. The term of this Agreement shall be for thirty (30) years, commencing on the date this Agreement is executed by the City of Fort Worth. Provided however, this Agreement shall terminate upon the non-compliance of any of the terms of this Agreement by the Licensee. City shall notify Licensee of the non-compliance and if not cured within thirty days this Agreement shall be deemed terminated. 8. Upon termination of this Agreement, Licensee shall, at the option of City and at no expense to City, restore the public right-of-way and remove the Improvement encroaching into the public right-of-way, to a condition acceptable to the Director of 2014 ROW Encroachment Agreement-Commercial Page 3 of 11 Page 4 of 25 Transportation and Public Works, or his duly authorized representative, and in accordance with then existing City specifications. It is understood and agreed to by Licensee that if this Agreement terminates and Licensee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Property for the costs expended by the City to remove such Improvement. 9. It is further understood and agreed upon between the parties hereto that the public rights-of-way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are 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 Legislature; and that City cannot contract away its duty and its legislative power to 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 right of way to be used for any other public purpose, including but not being limited to underground, surface of overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 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 property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permission before occupying such property. 11. 2014 ROW Encroachment Agreement-Commercial Page 4 of 11 Page 5 of 25 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 said Improvement, 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, contractors, 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. LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, 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, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF 2014 ROW Encroachment Agreement-Commercial Page 5 of 1 l I Page 6 of 25 OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES 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 INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH 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 Insurance, 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 located and described in Exhibit "A". The amounts of such insurance shall be not less than the following: $1,000,000 Commercial General Liability with the understanding of and agreement by Licensee that such insurance amounts shall be revised upward at City's option and that Licensee shall so revise such amounts immediately following notice to Licensee of such requirement. Such insurance policy shall provide that it cannot be canceled or amended without at least ten (10) days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as attached as Exhibit "B". 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 2014 ROW Encroachment Agreement-Commercial Page 6 of 11 Page 7 of 25 Agreement and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required herein shall include coverage of all Licensees' contractors. 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Consent Agreement in its entirety in the deed records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas. 17. In any action brought by the City for the enforcement of the obligations of 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 contract without the prior written approval of the Director of Planning and Development. Any attempted assignment without prior written approval will be void. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. This Agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED thiliay ofA , 20f 2014 ROW Encroachment Agreement-Commercial Page 7 of 11 Page 8 of 25 City Licensee City of Fort Worth Oleander Investments, LLC B P r LLC :Lanartne s y Lang Partners, By: . By: _ L Randle Harwood, irector Name: Dirt Oudt Planning and Development Title: Mana er ATTEST: Approved As To Form and Legality a �° ° Q o �y C' ec tar �� °°�'. Assistant City Attorney Mee C-a-4 Sakl 2014 ROW Encroachment Agreement-Commercial Page 8 of 11 Page 9 of 25 2014 ROW Encroachment Agreement-Commercial Page 9 of 11 Page 10 of 25 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Randle Harwood, 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 the City of Fort Worth, and in the capacity therein stated. L GIVEJ UNDER MY HAND AND SEAL OF OFFICE th' day of 20� CASSANDRA F. FOREMAN COSF.. �®r ii Notary Public,State of Texas ° My Commission Expi y res 4 . 4�r �•H a�;. April 26, 201? Notary Public in and for the State of Texas 2014 ROW Encroachment Agreement-Commercial Page 10 of 11 Page 11 of 25 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dirik Oudt, Manager, 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 Oleander Investments,LLC,and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2016-. v LUPITA A. 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Lj Li I ,00 to �1 ' Ell C E:�] _u ------------- 04 LL:LL 0 V) _ o 00 w co Page 25 of 25 MARY LOUISE GARCIA , COUNTY CLERK ' 100 West Weatherford Fort Worth,TX 76196-0401 PHONE (817) 884-1195 CITY OF FORT WORTH 1000 THROCKMORTON ST FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH/DEVELOPMENT& PLANNING DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 1/8/2016 11:27 AM Instrument#: D216004122 A 25 PGS $108.00 By: D216004122 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 8 of 8 Rev 04/2020