HomeMy WebLinkAboutContract 55233-A2CSC No. 55233-A2
December 30 2021
VIA EMAIL(Mirian.Svencer(&FortWorthTexas.aov)
City of Fort Worth
Development Services Department
Attention: Mirian Spencer
Transportation Impact Fee Coordinator
200 Texas Street
Fort Worth, Texas 76102
Re: Transportation Impact Fee Credit Agreement, City Secretary Contract No. 55233 with an
effective date of January 28, 2021, by and between the City of Fort Worth and Walton
Development & Management TX, LLC, as amended by that certain Amendment No. 1 to
City Secretary Contract No. 55233 ("Amendment No. 1"), by and among the City, WM
Sub CR, LP, a Texas limited partnership (as Assignee 1 thereunder), and the other parties
thereto, with an effective date of December 22, 2021 (together, the "Agreement")
Dear Ms. Spencer:
In accordance with Section 2 of Amendment No. 1, notice is hereby given to City that, on
December _, 2021, WM Sub CTR, LP, a Texas limited partnership ("Assignor"), conveyed to
Meritage Homes of Texas, LLC, an Arizona limited liability company, and GRBK Edgewood
LLC, a Texas limited liability company (together, "Assignee") the "Chisholm Trail Properly" as
defined in Amendment No. 1.
In connection with such conveyance, Assignor has assigned Assignor's rights and interests
in and to the Agreement to Assignee (only with respect to the Chisholm Trail Property) pursuant
to a Partial Assignment of Transportation Impact Fee Credit Agreement, a copy of which is
attached hereto as Exhibit A. This Partial Assignment only pertains to the Chisholm Trail Property
and does not pertain to the Rock Creek Ranch Property.
Assignee's contact information (with respect to the Chisholm Trail Property) under the
Agreement is:
Meritage Homes of Texas, LLC
8840 Cypress Waters Blvd, Suite 100
Dallas, Texas 75019
Attention: Division Vice President
Phone: (972) 580-6329 OFFICIAL RECORD
and CITY SECRETARY
FT. WORTH, TX
GRBK Edgewood LLC
Attention: Jed Dolson and Bobby Samuel
2805 Dallas Parkway, Suite 400
Plano, Texas 75093
Telephone: (469) 573-6755
Sincerely,
ASSIGNOR:
WM SUB CTR, LP,
a Texas limited partnership
By: WM SUB CTR GP, LLC,
a Delaware limited liability company,
its General Partner
By: WM Holdings OI, LLC,
a Delaware limited liability company,
its Sole Member and Manager
By: Walton WMOI Investor, LLC,
a Delaware limited liability company,
its Manager
By: WDH Management, Inc.,
a Delaware corporation,
its Manager
By:.
Name: Hector Meza
Title: Authorized Siznatory
ASSIGNEE:
MERITAGE HOMES OF TEXAS, LLC,
an Arizona limited liability company
By:
Name:
Title: iyr-
GRBK EDGEWOOD LLC,
a Texas limited liability company
By:
Name:
Title:
cc: Rebecca Hernandez (via email — rebeca.hemandez@fortworthtexas.gov)
Leonard Mantey (via email — leonard.mantey@fortworthtexas.gov)
Douglas Black (via email - douglas.black@fortworthtexas.gov)
ASSIGNEE:
MERITAGE HOMES OF TEXAS, LLC,
an Arizona limited liability company
By:
Name:
Title:
1
GRBK EDGEWOOD LLC,
a Texas limited liability company
By: l P_A
Name: P.fl1Yt iC'rZi uw C
Title:
cc: Rebecca Hernandez (via email — rebeca.hemandez@fortworthtexas.gov)
Leonard Mantey (via email — leonard.mantey@fortworthtexas.gov)
Douglas Black (via email - douglas.black@fortworthtexas.gov)
EXHIBIT A
PARTIAL ASSIGNMENT OF TRANSPORTATION IMPACT FEE CREDIT AGREEMENT
(copy attached)
PARTIAL ASSIGNMENT OF TRANSPORTATION IMPACT FEE CREDIT
AGREEMENT
THis PARTIAL ASSIGNMENT OF TRANSPORTATION IMPACT FEE CREDIT
AGREEMENT ("Assignment") is made and entered into to be effective as of this &±k day of
b"e^&, r , 2021 ("Effective Date"), by and between: (i) WM SUS CTR, LP, a Texas
limited partnership ("Assianor"), and (ii) MERITAGE HOMES OF TEXAS, LLC, an Arizona
limited liability company, and GRBK EDGEWOOD LLC, a Texas limited liability company
(together, "Assignee").
Reference is hereby made to that certain Transportation Impact Fee Credit Agreement
(CSC No. 55233) dated effective January 28, 2021, by and between Walton Development &
Management TX, LLC, a Delaware limited liability company ("WDM"), and the City of Fort
Worth, Texas (the "C"), as amended by that certain Amendment No. 1 to City Secretary
Contract No. 55233, by and among WDM, Assignor, WUSF 4 Rock Creek, LP, a Texas limited
partnership, and Walton Texas, LP, on behalf of itself as an owner of the Rock Creek Ranch
Property and on behalf of all other owners of the Rock Creek Ranch Property, in its capacity as
owner, operator, or agent, as applicable, and the City (together, the "Agreement"), which
Agreement allocates $1,017,450 of Transportation Impact Fee Credits to the Property and
$576,826.92 of Transportation Impact Fee Credits to the Rock Creek Ranch Property.
Assignor has executed and delivered to Assignee a special warranty deed (the "Deed") with
respect to the land located in the City of Fort Worth, Tan -ant County, Texas, described on Exhibit
A attached hereto (the "Land").
FOR $10.00 and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, SET OVER, AND DELIVER to
Assignee as owner of the Land, without representation or warranty of any kind, express or implied,
all right, title, and interest of Assignor in and to the Agreement, and for purposes of clarification,
this is an assignment of all of Assignor's right, title and interest in and to the $1,017,450 of
Transportation Impact Fee Credits allocated to the Property and the rights and obligations under
the Agreement related thereto, and not an assignment of any portion of the $576,826.92 of
Transportation Impact Fee Credits allocated to the Rock Creek Ranch Property.
Assignee hereby accepts this Assignment and the partial assignment of the Agreement as
provided herein and, jointly and severally, hereby assumes and agrees to observe, be bound by,
discharge and perform all of the duties, obligations, terms, covenants and agreements of Assignor
as "Owner" under the Agreement to the extent of the Transportation Impact Fee Credits hereby
assigned.
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in
the Agreement. This Assignment shall be binding upon and inure to the benefit of Assignor and
Assignee and their respective heirs, successors, assigns, and legal representatives. THIS
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED rN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
[Remainder of Page Intentionally Blank]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXECUTED to be effective as of the Effective Date.
ASSIGNOR:
WM SUB CTR, LP,
a Texas limited partnership
By: WM SUB CTR GP, LLC,
a Delaware limited liability company,
its General Partner
By: WM Holdings OI, LLC,
a Delaware limited liability company,
its Sole Member and Manager
By: Walton WMOI Investor, LLC,
a Delaware limited liability
company, its Manager
By: WDH Management, Inc.,
a Delaware corporation,
its Manager
By:
Name: Todd Woodhead
Title: Vice President
ASSIGNEE:
HERITAGE HOMES OF TEXAS, LLC, an
ArizonaZility company
By:
Name:
Title: V tc.+� r�gk�lGw1
GRBK EDGEWOOD LLC, a Texas limited
liability company
By:
Name:
Title:
ASSIGNEE:
MERITAGE HOMES OF TEXAS, LLC, an
Arizona limited liability company
By:
Name:
Title:
GRBK EDGEWOOD LLC, a Texas limited
liability company
By: IULA ,
Name: 5
Title: i�YAP f
laxt 1:
Land
BEING A 115.576 ACRE TRACT OF LAND SITUATED IN THE JUAN JOSE ALBIRADO
SURVEY, ABSTRACT No.4, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS,
AND BEING ALL THAT REMAINING PORTION OF A TRACT OF LAND DESCRIBED
TO WM SUB CTR, LP BY DEED RECORDED IN DOCUMENT No. D214198092 OF THE
OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS, SAID REMAINING
PORTION BEING IN EXCEPTION OF THAT PORTION LYING WITHIN THE RIGHT-OF-
WAY OF BREWER BOULEVARD AS SHOWN BY PLAT RECORDED IN DOCUMENT
No. D21903 03 65 OF SAID OFFICIAL PUBLIC RECORDS, AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 1/2-INCH IRON ROD FOUND ON THE SOUTH RIGHT-OF-WAY
LINE OF WEST MCPHERSON ROAD (A 110-FOOT WIDE RIGHT-OF-WAY) FOR THE
NORTHWEST CORNER OF SAID 115.576 ACRE TRACT;
THENCE WITH THE SOUTH RIGHT-OF-WAY LINE OF SAID WEST MCPHERSON
ROAD THE FOLLOWING COURSES AND DISTANCES:
NORTH 89003'01" EAST, A DISTANCE OF 35.99 FEET TO A 1/2-INCH IRON ROD
FOUND FOR THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT HAVING
A RADIUS OF 1,345,00 FEET AND A CHORD THAT BEARS SOUTH 71005'02" EAST,
899.81 FEET;
WITH SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 39005'05 ", AN
ARC -DISTANCE OF 917.50 FEET TO A 1/2-INCH IRON ROD WITH PLASTIC CAP
STAMPED "DUNAWAY AND ASSOCIATES, LP";
SOUTH 51 °32'29" EAST, A DISTANCE OF 925.06 FEET TO A 1/2-INCH IRON ROD WITH
PLASTIC CAP STAMPED "DUNAWAY AND ASSOCIATES, LP" FOUND FOR THE
NORTHERNMOST NORTHEAST CORNER OF SAID WM SUB CTR TRACT, AND THE
NORTHWEST CORNER OF A TRACT OF LAND DESCRIBED TO TREX COMMERCIAL
PROPERTIES, LLC, BY DEED RECORDED IN DOCUMENT No. D220104334 OF SAID
OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 38040'34" WEST, DEPARTING THE SOUTH RIGHT -OF -WAY -LINE OF
SAID WEST MCPHERSON BLVD, A DISTANCE OF 444.95 FEET TO A 1/2-INCH IRON
ROD FOUND WITH PLASTIC CAP STAMPED "DUNAWAY AND ASSOCIATES, LP"
FOUND FOR REENTRANT CORNER OF SAID WM SUB CTR TRACT, SAID POINT
ALSO BEING THE SOUTHWESTERN CORNER OF A TRACT OF LAND DESCRIBED TO
LEGACY BREWER MCPHERSON, LLC, BY DEED RECORDED IN DOCUMENT No.
D217055675 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 51 °32'36" EAST, A DISTANCE OF 486.08 FEET TO A 5/8-INCH IRON
ROD WITH PLASTIC CAP STAMPED "LJA" SET (HEREAFTER REFERRED TO AS "5/8-
INCH CAPPED IRON ROD SET), AT THE WEST RIGHT-OF-WAY LINE OF BREWER
BOULEVARD (A 110 FOOT RIGHT-OF-WAY);
THENCE WITH THE WEST RIGHT-OF-WAY LINE OF SAID BREWER BOULEVARD
THE FOLLOWING COURSES AND DISTANCES:
SOUTH 38027'24" WEST, A DISTANCE OF 2.07 FEET TO A 5/8-INCH CAPPED IRON
ROD SET;
SOUTH 34008'12" WEST, A DISTANCE OF 477.12 FEET TO A 5/8-INCH CAPPED IRON
ROD SET FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF
995.00 FEET AND A CHORD THAT BEARS SOUTH 16033'00" WEST, 601.39 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 35°10'49" AN
ARC -DISTANCE OF 610.94 FEET TO A 5/8-INCH CAPPED IRON ROD SET;
SOUTH 01"02'25" EAST, A DISTANCE OF 1,357.75 FEET TO A 5/8-INCH CAPPED IRON
ROD SET;
SOUTH 44000'42" WEST, A DISTANCE OF 14.13 FEET TO A 5/8-INCH CAPPED IRON
ROD SET,
SOUTH 01 002'25" EAST, A DISTANCE OF 59.58 FEET TO A 5/8-INCH CAPPED IRON
ROD SET ON THE SOUTH RIGHT-OF-WAY LINE OF STEWART FELTZ ROAD;
THENCE SOUTH 89003'01" WEST, DEPARTING SAID WEST RIGHT-OF-WAY LINE OF
BREWER ROAD AND WITH THE SOUTH RIGHT-OF-WAY LINE OF SAID STEWART
FELTZ ROAD A DISTANCE OF 1,249.81 FEET TO THE SOUTHWEST CORNER OF SAID
WM SUB CTR TRACT, FROM WHICH A l -INCH IRON ROD FOUND BEARS SOUTH
0032'02" EAST, 0.47 FEET;
THENCE NORTH 00035'02" WEST, A DISTANCE OF 3,937.31 FEET TO THE POINT OF
BEGINNING AND CONTAINING A CALCULATED AREA OF 115.576 ACRES (5,034,472
SQ. FEET), OF LAND.