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HomeMy WebLinkAboutContract 46410-CA3 Date Received: 11/10/21 Permit Number: PN21-00149 Time Received: 12:55 pm City Secretary No.: 46410-CA3 ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 46410 THIS ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 8th day of November 1 2021 1 by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation (" Lq"), KRE Topaz Sovereign Owner, LLC, a Delaware limited liability company ("Assignor"), and, West Shore Sovereign LLC, a Delaware limited liability company, Bass Sovereign LLC, a Delaware limited liability company and Andover Sovereign LLC, a Delaware limited liability company, as Tenants in Common (collectively the "Assignees"). Sometimes herein City, Assignor, or Assignees may also be referred to individually as a "Party" or collectively as the ("Parties"). WITNESSETH: WHEREAS, the City entered into an Easement Encroachment License Agreement, City Secretary Contract No. 46410 — CA2 (the "License Agreement") with FW Tarrant Partners, LLC, a Georgia limited liability company, dated February 10, 2015 as recorded in County Clerk's Document No. D215031069, as assigned by that certain Assignment and Consent of Encroachment Agreement from FW Tarrant Partners, LLC to BR Carroll Keller Crossings, LLC, a Delaware limited liability company, as recorded in County Clerk's Document No. D216019568 (the "First Assignment and Consent"), and as further assigned by that certain Assignment and Consent of Encroachment Agreement from BR Carroll Keller Crossings, LLC to Assignor as recorded in County Clerk's Document No. D219267404 (the "Second Assignment and Consent" and together with the License Agreement and First Assignment and Consent, the "Encroachment Agreement"), as the owner of certain real property more particularly described in the attached Legal Description (the "Property") located adjacent to or near the City's easement 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, Assignor desires to assign the Encroachment Agreement to Assignees. 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: OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY PN21-00149 FT. WORTH, TX 1. Assignor hereby assigns, transfers, and conveys all rights and interests and delegates it duties and obligations under the Encroachment Agreement to Assignees. 2. Assignees hereby accept 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. Assignee has the full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignees' obligations hereunder. 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 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 Assignees. 5. 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. 6. Assignor represents, warrants, and covenants with City and Assignees 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 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. 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (1) 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. Citv Development Services Department 200 Texas Street Fort Worth TX 76102 Assignoor Encroachment Assignment Agreement Page 2 of 11 PN21-00149 Rev 04/2020 KRE Topaz Sovereign Owner LLC 3301 West End Avenue, Suite 200 Nashville, TN 37203 Assignees West Shore Sovereign LLC, a Delaware limited liability company, Bass Sovereign LLC, a Delaware limited liability company, and Andover Sovereign LLC, a Delaware limited liability company, as tenants in common c/o West Shore LLC One International Place, Suite 3900 Boston, MA 02110 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. Assignees shall cause this Assignment to be filed of record at Assignees' 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 Assignees as "Exhibit B, Revised." 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] Encroachment Assignment Agreement Page 3 of 11 PN21-00149 Rev 04/2020 ASSIGNOR: KRE TOPAZ SOVEREIGN OWNER LLC, a Delaware limited liability company B . Name: Paul Wasserman Title: Vice President STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me by Paul Wasserman, as the Vice President of KRE TOPAZ SOVEREIGN OWNER LLC,a Delaware limited liability company,on behalf of said corporation. 11 %0111Illlllr/�� l' , PVBR�T� otat Pub State of Texas �. AS "•. O x` [SIGNATURES CONTINUE ON FOLLOWING PAGE] �IINIjNH111 Encroachment Assignment Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ASSIGNEE: West Shore Sovereign LLC, a Delaware limited liability company By: 1 { Name: Lee E. Rosenthal Title: President NOTARY ACKNOWLEDGEMENT STATE OF As COUNTY OF S'AJ L On this Z19 day of _ �bew- , 2021, before me, the undersigned officer, personally appeared Lee E. Rosenthal on behalf of West Shore Sovereign LLC, a Delaware limited liability company (the "Company"), being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the Company as such President of the Company. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission expires: Z DAVID J. SAM ufcoNotary PublicYMONWNotaFALTH Of MASSACPublic HUSETfS My Commission Expires May 17, 2024 OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY PN21-00149 FT. WORTH, TX ASSIGNEE: Bass Sovereign LLC, a Delaware limited lia ility company By- 1, ifT Name: Lee E.Rosenthal Title: President NOTARY ACKNOWLEDGEMENT STATE OF a 65 aCL&F1&, COUNTY OF Sk On this Z.6 day of _� �)p(,r 2021, before me, the undersigned officer, personally appeared Lee E. Rosenthal on behalf of Bass Sovereign LLC, a Delaware limited liability company(the"Company"), being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the Company as such President of the Company. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission expires: 1 ^v / ! Z DAV16 J. SACCO Notary Public Uf COM110MwEM.Tt1 of MASSACNUS1i1TS My Commission Expires May 17, 2024 OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY PN21-00149 FT. WORTH, TX ASSIGNEE: Andover Sovereign LLC, a Delaware limited liability company BY: 4zm Name: Lee E. Rosenthal Title: President NOTARY ACKNOWLEDGEMENT STATE OF_66"04 COUNTY OFi�1�M On this Zd day of 19C40&1V 2021, before me, the undersigned officer, personally appeared Lee E. Rosenthal on behalf of Andover Sovereign LLC, a Delaware limited liability company(the"Company"),being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the Company as such President of the Company. 1N WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission expires: I OAVID J. SACCO Notary Pualic COMMOWWMTH OF MASSACHUSETTS My Commission Expires Ulf May 17, 2024 OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY PN21-00149 FT. WORTH, TX APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: DJ Ha02112:25 CST) FWBC Sec. 3210 DJ Harrell, Director Thomas Royce Hansen, Assistant City Attorney Development Services Department City Attorney's Office Date: Nov 5,2021 Date: Nov 8,2021 a oo!°000000 FOR 0 4 a o Y ATTEST: ��o o0 ° _ G - ° 0 o d 0 Ronald P. Gonzales, Acting City Secretary �4 °°00000000°° [No M&C Required] �a� Date: Nov 9,2021 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. 3"011 c2sr�arn��sar'� Janie S. Morales Development Manager Date: Nov 5,2021 OFFICIAL RECORD Encroachment Assignment Agreement CITY SECRETARY PN21-00149 FT. WORTH, TX STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on November the 8th 2021 by DJ Harrell, Interim Director, 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. o,�pRYPGe/ WENDY L BEARDSLEE Wendy Beardslee L Digitally signed byWendyL 2 a Notary Public *®* STATE OF TEXAS Beardslee Date:2021.11.0816:44:40 06 ao ,9�oF�P Notary I.D. 13323719-3 My Comm.Exp.July 28,2025 Notary Public, State of Texas OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX PN21-00149 Rev 04/2020 EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 10 of 11 PN21-00149 Rev 04/2020 CITY sErr ww CONTRACT EASEMENT ENCROACHNIENT LICENSE AGREEMENT Commercial 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 by and through its duly authorized Planning and Development Director, and FW Tarrant Partners, LLC, a Georgia Limited Liability Company by Morrow Investors, Inc., a Georgia Corporation, its sole member, hereinafter referred to as "Licensee", owner of the property located at 5301 ,North Tarrant Parkway Fort Worth, TX 76244("Property"'). RECITALS WHEREAS, Licensee is the owner of certain real property described as Lot 1, Block 1 of the Sovereign Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in County Clerks Document No. D213119066 or Volume and Page No. -of the Real Property records of Tarrant County("Property"); and WHEREAS, the City has a 20 foot wide drainage easement and two 20 foot wide sanitary sewer easements (the "Easement") in the property as shown on the map attached to this Agreement as Exhibit "A"and incorporated herein: and WHEREAS, Licensee desires to construct/place and maintain a privacy/security fence and private storm drain pipe which will be a 6 foot tall metal fence and an 18" HDPE private storm drain pipe (the "Encroachment") and which will encroach onto the City's Easement as sho-vvn on the attached survey and only to the extent shown thereon; and WHEREAS, to accommodate the needs of the Licensee, the City will allow the Encroachment under the terms and conditions as set forth in this Agreement. NOW, THEREFORE, the City and Licensee agree as follows: AGREEMENT I. m The City, in consideration of the payment by the Licensee of the fee set out below c-) m c and covenants and agreements hereinafter contained, to be kept and performed by the m o Licensee, hereby grants permission to the Licensee to encroach upon and occupy a T portion of the City's Easement as described in and at the location shown Exhibit A for the o purpose of constructing a 6 foot tall metal privacy/security fence and maintaining an 2014 Easement Encroachment Agreement-Commercial LO�D 1 of 9 ARYYX existing 18"HDPE private storm drainpipe(the "Encroachment"). Upon completion of the Encroachment. Licensee agrees to be responsible for maintaining any and all structures and buildings within and above the Easement. Licensee shall not expand or otherwise cause the Encroachment to further infringe in or on the City's Easement beyond what is specifically described in the exhibit(s) attached hereto. 2. All construction, maintenance and operation in connection with such Encroachment, use and occupancy shall comply and be performed in strict compliance with the Charter, Ordinance and Codes of the City and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department of City, or his duly authorized representative. Prior to the construction of the Encroachment, Licensee shall submit all plans and specifications to the applicable Director or his duly authorized representative. Licensee shall not commence construction of the Encroachment until such approval shall be indicated in writing by the Director. However, such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in the preparation of such plans and specifications. 3. 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 for any other public purpose. City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Encroachment 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 made more costly by virtue of the construction, maintenance or existence of the Encroachment 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 2014 Easement Encroachment Agreement-Commercial Page 2 of 9 Works or the Director of the Water Department of the City, or his duly authorized representative. 4. 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 Three Hundred and Twenty Five Dollars ($325.00). 5. 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 tenninate 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 tenninated. b. It is further understood and agreed upon between the parties hereto that the easements 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 easement 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 easement 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 tern hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, that does not preclude the use of the Encroachment on the Property for a office building or activities related thereto, 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 the parties agree to negotiate in good faith in order to accommodate the Encroachment and the public purpose. 2014 Fasement Encroachment Agreement -Commercial Page 3 of 9 7. 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 SAID ENCROACHMENTS AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE 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 INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,OR INVITEES. 8. 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 he revised upward at City's option and that Licensee shall so revise such amounts immediately following notice to Grantee 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 1014 Easement Encroachment Agreement-Commercial Page 4 of 9 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 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. 9. 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 Encroachment on Easement Ageement 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. 10. 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 Encroachment and uses. H. 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. 2014 Easement Encroachment Agreement-Commercial Page 5 of 9 12. 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 solcly 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. 13. Licensee agrees and acknowledges that this Agreement is solely for the purpose of pennitting Licensee to construct, maintain and locate the Encroachment over or within the described Easement and is not a conveyance of any right, title or interest in or to the Easement 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. 14. In any action brought by the City for the enforcement of the obligations of the Licensee. Cite shall be entitled to recover interest and reasonable attorney"s fees. 15. The parties agree that the duties and obligation contained paragraphs 3 and 4 shall survive the termination of this Agreement. 2014 Easement Encroachment Agreement-Commercial Page 6 of 9 16. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the written approval of City Planning and Development Director, and any attempted assignment without such written approval should be void. 17. 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. 18. This agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED this f E day of -__ , 20`1 City Licensee: City of Fort Worth FW Tarrant Partner, LLC, a Georgia Limited Liability Company by Morrow Investors, Inc., a Georgia Corporation, its sole me nber By: By: - — --------/ Randle Ha o irector Name: s - �`�d--'7—�i/ _ ng and Development Title: VII __mot O °°®°� ES"�$ Approved As To Form and Legality 000000 AS City Secreta Assistant City Attorney 2014 Easement Encroachment Agreement Commercial 9 ®F�1Cip►�.R0: RRY CITY SECRETARY ',WORTH,TX 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. IVEN UNDER MY HAND AND SEAL OF OFFICE this day of 0�. CASSANDRA F. 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JAN 212016 CITY OF FORTWORi ASSIGNMEN T AND CONSENT OF ENCROAC4Uta AGREEMENT OUSECRERARY City Secretary Contract No. THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this day of October, 2015, by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation ("C "), FW TARRANT PARTNERS, LLC, a Georgia limited liability company ("Assignor"), and BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company ("Assignee'). (Sometimes City, Assignor and Assignee are referred to individually as a "Party" and collectively as the "Parties"). WITNESSETH: WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 46410 (the "Encroachment Agreement") 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 and are sometimes called therein and herein the "Improvements"; WHEREAS, the Encroachment Agreement, filed on February 13, 2015 and recorded as Instrument No. D215031069 in the Real Property Records of Tarrant County, Texas, is attached hereto as Exhibit "A" and incorporated herein by reference as if set forth in full; WHEREAS, the description of the Improvements in the body of the Encroachment Agreement inadvertently did not include certain of the encroachments as shown on the survey plat of the Property; WHEREAS, Assignor has sold the Property t ee on tober 29, 2015 as evidenced by a deed recorded as Instrument No. D 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 assigns, transfers and conveys all rights and interests and delegates it duties and obligations under the Encroachment Agreement to Assignee. OFFICIAL RECORD 1, kentCITY SECRETARY 9702400 vl CSC No. to Assignment Page 1 of 7 Right of Way Encroachment Agreement FT.WORTH,TX Rev 03/2015 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. 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 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. 5. 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. 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 Par5ty designates by proper notice to the sending Party. City Planning and Development Department 1000 Throckmorton Street Fort Worth TX 76102 Attention: Director Assignor FW Tarrant Partners, LLC 9702400 vl CSC No.,09 ent to Assignment Page 2 of 7 Right of Way Encroachment Agreement Rev 03/2015 Assignee BR Carroll Keller Crossing, LLC c/o Carroll Acquisitions, LLC 3340 Peachtree Road NE, Suite 2250 Atlanta, Georgia 30326 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" Revised2015. 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] 9702400 v I CSC No. nsent to Assignment Page 3 of 7 Right of ay Encroachment Agreement Rev 03/2015 ASSIGNOR: ASSIGNEE: FW TARRANT PARTNERS, LLC BR CARR"LL KELLER CROSSING, a Georgi i-gted lia i�ity company LLC, a Del are lim' liability company By: By: f Name: () Name Title: Title: 1 STATE OF COUNTY OFX4-91JV This instrument was acknowledged before me by JU(P-,V\ a the FW Tarrant Partners,LLC, a Georgia limited liability comps , on b lialf of said company. "j Notary ubllc [NOTARIAL SEAL] DALE POZZI NOTARY PUBLIC-STATE OF NEW YORK No. 01 P06275397 � ) Qualified in New York County STATE OF /" O✓IL§ My Commission Expires January 25. 2017 11 COUNTY OF'v ()✓IC§ t This instrument was acknowledged before me by , as the { ' of BR Carroll Keller Crossing, LLC, a Delaware limited liability company, on behalf of said company. u L, �77 / Notary Public [NOTARIAL SEAL] DALE POZZI NOTARY PUBLIC-STATE OF NEW YORK No. 01 P06275397 Qualified in New York County My Commission Expires January 28, 2017 9702400 vi CSC No. onsent to Assignment Page 4 of 7 Right of W y Encroachment Agreement Rev 03/2015 APPROVED AS TO FORM AND CIT OF FOR ORTH LEGALITY: a- Assistant Ci Attorney Ra dle Hanv d, Director Planning and Development Department T: �0000uocoo'6� YY o0 ity Secretary moo°" ;�' % [No M&C Required] �o $��p ®O omi. t3 0 0 STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on 20 by Randle Harwood, as the Director of the Planning and Development epartment of the City of Fort Worth, a Texas municipal corporation on behalf of the City of Fort Worth. aU Notary ub ,?State of Texas �p0. q, MARYBEI PINA Notary.Public, St of Texas [N - � SEoF }}ommission Expires September 10, 2018 970_'400 v1 CSC No.4� ' onsent to Assignment Page 5 of 7 Right of Way Encroachment Agreement Rev 03/2015 LEGAL DESCRIPTION OF THE PROPERTY BEING 19.729 acres of land situated in the John Edmonds Survey, Abstract Number 457 and being all of Lot 1, Block 1, The Sovereign Addition, an addition to the City of Fort Worth, recorded in instrument number D213119066 of County Records, Tarrant County, Texas and being all of those tracts of land (TRACT 1 and TRACT 2) described in deed to FW Tarrant Partners, LLC, recorded in instrument number D212119066 of said County Records and being more particularly described by metes and bounds as follows: TRACT 1 BEING a tract of lands situated in the John Edmonds Survey, Abstract Number 457, City of Fort Worth, Tarrant County,Texas and being all that certain tract (TRACT 1) of land described in deed to FW Tarrant Partners, LLC recorded in Instrument Number D212074583 of County Records, Tarrant county, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a railroad spike, found at the southeast corner of said Lot 1, Block 1, being the Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block A of Aventine at Parkway, an addition to the City of Fort Worth recorded in Cabinet "A", Slide 9634 of said County Records and being in the North right-of-way of North Tarrant Parkway (a 200 foot public right-of-way); THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1, Block 1; THENCE N 00004'12" W, 1017.37 feet, departing said North right-of-way, to a 5/8 inch iron rod with plastic cap, stamped "Peleton" found in North line of said Lot 1, Block 1 and being in the South line of Lot 8, Block 3, of Vineyards at Heritage, an addition to the City of Fort Worth, recorded in Cabinet "A", Slide 6724 of said County Records; THENCE N 42031'20" E, 3.71 feet with said common line, to a 5/8 inch iron rod with plastic cap stamped "Carter&Burgess", found; THENCE N 56028'50" E, 599.66 feet, continuing with said common line, to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found; THENCE N 46057'14" E, 40.36 feet, to a 5/8 inch iron rod with plastic cap stamped "Carter& Burgess", found at the Northerly Northeast corner of said Lot 1,Block 1 and being the Northwest corner of Lot 25x, Block 17 of Valley Brook, an addition to the City of Fort Worth, recorded in Instrument Number D212271248 of said County Records; THENCE S 60030'46" E, 121.09 feet, to a 5/8 inch iron rod, with plastic cap stamped "Carter& Burgess", found at the Northwest corner of aforesaid Lot 1, Block A, Aventine at Parkway addition; THENCE S 00023'26" E, 1314.83 feet with the west line of said Lot 1, Block A, to the POINT OF BEGINNING and containing 781,651 square feet or 17.944 acres of land more or less. TRACT 2 COMMENCING at a railroad spike, found at the Southeast corner of said Lot 1, Block 1, being the Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block a of Aventine at Parkway, 9702400 vl CSC No.Vousent to Assignment Page 6 of 7 Right of Way Encroachment Agreement Rev 03/2015 an addition to the City of Fort Worth recorded in Cabinet "A", Slide 9634 of said county records and being in the north right-of-way of north Tarrant Parkway(a 200 foot public right-of-way); THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 518 inch iron rod with plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1 Block 1; THENCE N 00004'12" W, 456.15 feet, departing said North right-of-way, with the west line of said Lot 1, Block 1, Sovereign Addition, to a 518 inch iron rod with plastic cap, stamped "Peloton" found at the South corner of aforementioned tract 2 for the POINT OF BEGINNING; THENCE N 4605514" W, 379.84 feet, to a 518 inch iron rod with plastic cap, stamped "Peleton", found; THENCE N 42031'20" E,409.47 feet to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found; THENCE S 00004'12" E, 561.22 feet to the POINT OF BEGINNING and containing 77,762 square feet or 1.785 acres of land, more or less. TRACT 3: Easement Estate Together with non-exclusive, perpetual easements for pedestrian and vehicular ingress and egress, landscaping maintenance, and temporary construction granted in the Access Easement and Maintenance Agreement recorded as Instrument No. D212074584, Real Property Records, Tarrant County, Texas, as amended by First Amendment to Access Easement and Maintenance Agreement recorded February 28, 2014 under Tarrant County Clerk's File Number D214039440 Official Public Records of Tarrant County, Texas. 9702400 vt CSC No. onsent to Assignment Page 7 of 7 Right of Way Encroachment Agreement Rev 03/2015 r. ) IV�� CITY SECRETARY CONTRACT NO. 46410 - CAa ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 46410 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this day of N OYCM ,2019, by and between the CITY OF FORT WORTH, a Texas home-rule municipal corporation(" it "), BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company ("Assignor"), and KRE TOPAZ SOVEREIGN OWNER LLC, a Delaware limited liability company ("Assignee"). (Sometimes City, Assignor and Assignee are referred to individually as a "Party" and collectively as the "Parties"). WITNESSETH: WHEREAS, the City entered into that certain Easement Encroachment License Agreement, City Secretary Contract No. 46410 with FW Tarrant Partners, LLC,a Georgia limited liability company, dated February 10, 2015, as recorded in County Clerks Document No. D215031069 (the "License Agreement"), as assigned by Assignment and Consent of Encroachment Agreement from FW Tarrant Partners, LLC to Assignor, as recorded in County Clerks Document No. D216019568 (the"Assignment and Consent",the License Agreement and the Assignment and Consent herein collectively, "Encroachment Agreement"), as the owner of certain real property more particularly described in the legal description attached hereto as Exhibit A(the"Pro a ")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, Assignor has sold the Property to Assignee on July _ i, 2019, as evidenced by a deed recorded on or about such date, 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 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. i Q'I -#4848-3907-0105- FT. ,.1 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 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. 5. 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. 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 Parry 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 Parry at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. iy Planning and Development Department 1000 Throckmorton Street Fort Worth TX 76102 Attention: Director Assignor BR Carroll Keller Crossing, LLC c/o Bluerock Real Estate, L.L.C. 712 Fifth Avenue 9th Floor New York, NY 10019 a --#4848-3907-0105- Assignee KRE Topaz Sovereign Owner LLC 3301 West End Avenue, Suite 200 Nashville, TN 37203 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 Assignment and Consent is hereby deleted and replaced with the attached Certificate of Insurance from the Assignee as Exhibit B. 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] 3 -#4848-3907-0105- [SIGNATURE PAGE TO ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT] ASSIGNOR: BR CARROLL KELLER CROSSING, LLC, a Delaware ii- 'ted liability company By: N e: `Torr�•un >tftotu it le: �gylL4-�r,uJCS�cs.v�n,► STATE OF § § COUNTY OF �'{k § This instrument was acknowledged before me o'n 1 2019, by ar , as the AAµ ,s..&'�,�,� of BR CARROLL KELLER CROSSING,L C, a Delaware limited liability company,`6n behalf of said company. XX� . Notary Public MASS.&M ;on 4cps MELISSA M TOMBS NOTARY PUBLIC-STATE OF NEW YORK No.02TO6386222 Oualified in New York County ",l Commission Expires 01-22.2023 FoTmuAL RECORD CITY SECRETARY r,T, WORTH,TX 4 -#4848-3907-0105- ASSIGNEE: KRE TOPAZ SOVEREIGN OWNER LLC, a Delaware limited liability company e-- By: Name: t��.�* rr k•. Title: [NOTARIAL SEAL] STATE OF § COUNTY OF ; § This instrument was acknowledged before me on J:,,i,, a+h 2019, by as the of KRE Topaz Sovereign Owner LLC, a Delaware limited liability company, on behalf of said company. KELLY N.HOANG Notary Public-California z 1 c' [' 1`r �U ► Z San Francisco County > Commission t12198269 Np Pub My Comm.Expires Mar 25,2021 [NOTARIAL SEAL] ��-FXOAL RECORD a. SECRETARY WORTH,TX Encroachment License Assignment Agreement 5 —1,'4848-3907-0105— APPROVED AS TO FORM AND CITY F ORT ORTII LEGALITY: By: City Attorney/As istant City Attorney Name: Title: �L Planning and Development Department ATT "1 F®R ] KIP lry ty ecr to / si nt Secre [No M&C Req fired] ' e° STATE OF TEXAS COUNTY OF TARRANT § This instrument was aclinowledged before me on 2019, by 4xzti 1vtL� , as the4xejEwx of the Planning and Development Departrn.ent of the City of Fort Worth,a Texas municipal corporation on behalf of the City of Fort Worth. ALIj i Noll' y Publ' State of Te4as [NOTARIAL SEAL] JENNIFER LOUISE EZERNACK Notary Public,State of Texas F v' +e Comm.Expires 03 01-2020 Notary 1D 130561630 OFFICIAL RECORD CITY SECRETARY 6 FT WORTH TX #4848-3907-0]OS- Contract Comph2nce Manager }E,y Si C7 7;9Q Twy�u^'1 Vi��., PY"�(7P �I'1!at_1 am t P­P_,Son rt.sp s. ,.^i?� fof fi_c . Qall�^j_r nl anci ad ninIsL aTion o�this contract, inCiuming ensuring all performance and reporting requirements. Janie S. INIorales ��c EXHIBIT A w LEGAL DESCRIPTION OF THE PROPERTY BEING 19.729 acres of land situated in the John Edmonds Survey,Abstract Number 457 and being all of Lot 1, Block 1, The Sovereign Addition, an addition to the City of Fort Worth, recorded in instrument number D213119066 of County Records, Tarrant County, Texas and being all of those tracts of land(TRACT 1 and TRACT 2) described in deed to FW Tarrant Partners, LLC, recorded in instrument number D212119066 of said County Records and being more particularly described by metes and bounds as follows: TRACT 1 BEING a tract of lands situated in the John Edmonds Survey, Abstract Number 457, City of Fort Worth, Tarrant County,Texas and being all that certain tract(TRACT 1) of land described in deed to FW Tarrant Partners, LLC recorded in Instrument Number D212074583 of County Records, Tarrant county, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a railroad spike, found at the southeast corner of said Lot 1, Block 1, being the Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block A of Aventine at Parkway,an addition to the City of Fort Worth recorded in Cabinet"A", Slide 9634 of said County Records and being in the North right-of-way of North Tarrant Parkway (a 200 foot public right- of-way); THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1, Block 1; THENCE N 00°04'12" W, 1017.37 feet, departing said North right-of-way, to a 5/8 inch iron rod with plastic cap, stamped "Peleton" found in North line of said Lot 1, Block 1 and being in the South line of Lot 8, Block 3, of Vineyards at Heritage, an addition to the City of Fort Worth, recorded in Cabinet "A", Slide 6724 of said County Records; THENCE N 42°31'20" E, 3.71 feet with said common line, to a 5/8 inch iron rod with plastic cap stamped"Carter& Burgess", found; THENCE N 56°28'50" E, 599.66 feet, continuing with said common line, to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found; THENCE N 46°57'14" E, 40.36 feet, to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess", found at the Northerly Northeast corner of said Lot 1, Block 1 and being the Northwest corner of Lot 25x, Block 17 of Valley Brook, an addition to the City of Fort Worth, recorded in Instrument Number D212271248 of said County Records; THENCE S 60030'46" E, 121.09 feet, to a 5/8 inch iron rod, with plastic cap stamped "Carter & Burgess", found at the Northwest corner of aforesaid Lot 1, Block A, Aventine at Parkway addition; THENCE S 00°2326"E, 1314.83 feet with the west line of said Lot 1, Block A, to the POINT OF BEGINNING and containing 781,651 square feet or 17.944 acres of land more or less. -94848-3907-0105- TRACT 2 COMMENCING at a railroad spike, found at the Southeast corner of said Lot 1, Block 1, being the Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block a of Aventine at Parkway, an addition to the City of Fort Worth recorded in Cabinet"A", Slide 9634 of said county records and being in the north right-of-way of north Tarrant Parkway (a 200 foot public right-of- way); THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 518 inch iron rod with plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1 Block 1; THENCE N 00004'12" W, 456.15 feet, departing said North right-of-way, with the west line of said Lot 1,Block 1, Sovereign Addition,to a 5/8 inch iron rod with plastic cap, stamped"Peleton" found at the South corner of aforementioned tract 2 for the POINT OF BEGINNING; THENCE N 46055'14" W, 379.84 feet,to a 5/8 inch iron rod with plastic cap, stamped"Peleton", found; THENCE N 42°3170" E, 409.47 feet to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found; THENCE S 00004'12" E, 561.22 feet to the POINT OF BEGINNING and containing 77,762 square feet or 1.785 acres of land, more or less. TRACT 3: Easement Estate Together with non-exclusive,perpetual easements for pedestrian and vehicular ingress and egress, landscaping maintenance, and temporary construction granted in the Access Easement and Maintenance Agreement recorded as Instrument No.D212074584,Real Property Records,Tarrant County,Texas,as amended by First Amendment to Access Easement and Maintenance Agreement recorded February 28, 2014 under Tarrant County Clerk's File Number D214039440 Official Public Records of Tarrant County, Texas. 8 -44848-3907-0105- v v EXHIBIT B Certificate of Insurance