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Home My WebLink AboutContract 25879-CA1 CITY SECRETARY CONTRACT NO._ �1--6j CONSENT TO ASSIGNMENT OF CONSENT AGREEMENT STATE OF TEXAS ) KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF TARRANT ) THIS CONSENT TO ASSIGNMENT OF CONSENT AGREEMENT ("Consent") is given this % day of , 2014, by the City of Fort Worth, a municipal corporation of Tarrant County, Texas ("City"), subject to the matters set forth below. RECITALS : A. The City and Ron Investments, Ltd., a Texas limited partnership ("Ron"), as Grantee, entered into that certain Consent Agreement(City Secretary Contract No. 25879), dated May 25, 2000, and recorded June 2, 2000, in Volume 14367, Page 50, of the Real Property Records of Tarrant County, Texas ("Agreement"), concerning certain real property and improvements commonly known as The Ashton Hotel ("Hotel"), located at 610 Main Street, Fort Worth, Texas. B. Ron assigned the Agreement to Ashton Hotel Partners, L.P., a Texas limited partnership ("AHP")pursuant to that certain Assignment and Assumption of Consent Agreement dated December 7, 2007, and recorded December 10, 2007 under Clerk's File No. D207435565, Real Property Records of Tarrant County, Texas, and the City consented to such assignment pursuant to that certain Consent to Assignment of Consent Agreement dated December 3, 2007, recorded December 10, 2007 under Clerk's File No. D207435566, Real Property Records of Tarrant County, Texas. C. AHP has informed the City that AHP intends to sell the Hotel to Ashford Ashton LP ("Ashford") and/or one or more affiliates of Ashford ("Purchaser"), and has requested that the City consent to the assignment of the Agreement in connection with such sale,which the City is willing to do in accordance with the terms and conditions set forth below. CONSENT: NOW, THEREFORE, in accordance with Section 18 of the Agreement, the City consents to AHP's assignment of its rights and obligations as Grantee under the Agreement to Purchaser, PROVIDED THAT: (i) Purchaser agrees to assume all liabilities and obligations of Grantee under the Agreement and agrees to perform all obligations of Grantee under the Agreement which are to be performed or which become due on or after the effective date of the closing of AHP's sale of the Hotel to Purchaser (the "Effective Date"); and (ii) the Effective Date is no later than December 31, 2014. [signature(s) on following page] OFFICIAL RECORD CITY SECRETAR FT.WORTH, TX 1648188_1 T.f�G ICED JUN 3.0 2014 EXECUTED to be effective a e t above written. 0,00000. 60 ATTEST; ®a° ORT WORTH, C'$ a ij orporation Tarrant County, Texas 00 2/ 1 -- - - S oil 4W. f f" ity Secretary ( J iU IJd� Title: L1qiVN11Vc, APPROVED AS TO FORM AND L/EGALITY: City Attorney STATE OF TEXAS § COUNTY OF TARRANT § s nt ore me on day70 �Fuxx 14, by own 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. CASSANDRA F. FOREMAN Notary Public.State of Texas [sea ;�... pF My Ap IIIb on Expires fill a••� , 2017 % Notary Public, State of Texas OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX ASSIGNMENT AND ASSUMPTION OF CONSENT AGREEMENT STATE OF TEXAS ) KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF TARRANT ) THIS ASSIGNMENT AND ASSUMPTION OF CONSENT AGREEMENT ("Assignment") is made and entered into to be effective as of , 2014 ("Effective Date"), by and between Ashton Hotel Partners, L.P., a Texas limited partnership ("Assignor"), and Ashford Ashton LP, a Delaware limited partnership ("Assignee"). RECITALS : A. Assignor and Assignee are parties to that certain Agreement of Purchase and Sale with an effective date of May 19, 2014 (as amended, the "Agreement"), whereby Assignor agreed to convey to Assignee all of Assignor's right, title and interest in and to the land, the appurtenances and improvements commonly known as The Ashton Hotel ("Hotel"), more particularly described on Exhibit"A" attached hereto (the "Property"). B. Ron Investments, Ltd. ("Ron") was the original Grantee under that certain Consent Agreement (City Secretary Contract No. 25879) by and between Ron and the City of Fort Worth, a municipal corporation of Tarrant County, Texas (the "City"), dated May 25, 2000, and recorded June 2, 2000, in Volume 14367, Page 50, of the Real Property Records of Tarrant County, Texas ("Consent Agreement"). C. Ron then assigned the Consent Agreement to Assignor pursuant to that certain Assignment and Assumption of Consent Agreement dated December 7, 2007, and recorded December 10, 2007 under Clerk's File No. D207435565, Real Property Records of Tarrant County, Texas, which assignment was consented to by the City pursuant to that certain Consent to Assignment of Consent Agreement dated December 3, 2007, recorded December 10, 2007 under Clerk's File No. D207435566, Real Property Records of Tarrant County, Texas. D. Assignor desires to assign to Assignee Assignor's rights, interests, and obligations as Grantee under the Consent Agreement, and Assignee desires to accept and assume Assignor's rights, interests, and obligations under the Consent Agreement, all in accordance with the terms and conditions set forth below. AGREEMENT : NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid to Assignor by Assignee, the parties agree as follows: 1. Assignor has TRANSFERRED, ASSIGNED, and CONVEYED and by these presents does TRANSFER, ASSIGN, and CONVEY unto Assignee all of the right, title, and interest of Assignor as Grantee in and to the Consent Agreement. Assignor agrees to indemnify, save, and hold harmless Assignee from and against any and all loss, liability, claims, or causes of action existing in favor of or asserted by the City under the Consent Agreement arising out of or 1648191_2 relating to Assignor's failure to perform any of the obligations of the Grantee under the Consent Agreement prior to the Effective Date. 2. Assignee assumes and agrees to pay, perform, observe and discharge all liabilities and obligations of Assignor under the Consent Agreement which are to be performed or which first accrue on or after the Effective Date. Assignee agrees to indemnify, save, and hold harmless Assignor from and against any and all loss, liability, claims, or causes of action existing in favor of or asserted by the City under the Consent Agreement first arising out of or relating to Assignee's failure to perform any of the obligations of the Grantee under the Consent Agreement on or after the Effective Date. 3. Assignor represents and warrants, to Assignor's actual knowledge, that: (i) the Consent Agreement has not been amended or modified except as reflected in the copy of such Consent Agreement recorded in Volume 14367, Page 50, of the Real Property Records of Tarrant County, and (ii) there are no defaults by Assignor or the City under the Consent Agreement, or to Assignor's actual knowledge, no events or conditions exist that with the giving of notice or passage of time will become a default under the Consent Agreement. References in this Assignment to "Assignor's actual knowledge" or similar references shall mean the current actual knowledge of Matthew Mildren, without investigation and without inquiry of anyone other than Assignor's manager, Mark Michalski. 4. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. 5. This Assignment may be executed by facsimile or otherwise in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. TO HAVE AND TO HOLD the Consent Agreement, together with any and all the rights and appurtenances thereto in anywise belonging to Assignor, unto Assignee, and its successors and assigns forever subject to the terms hereof. [signatures on following page] EXECUTED to be effective as of the Effective Date. ASSIGNOR: ASHTON HOTEL PARTNERS, L.P., a Texas limited partnership By: Ashton Hotel Genpar, LLC, a Texas limited liability company, its general partner By:_ WO atthew H. Mildren, anager ASSIGNOR: ASHFORD ASHTON LP, a Delaware limited partnership By: Ashford Ashton GP LLC, a Delaware limited liability company, its general partner B� Name: David A.Brooks Title: Vice President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the 19 day of .QL, 2014, by Matthew H. Mildren, as Manager of Ashton Hotel Genpar, LLC, a Texas limited liability company, the general partner of Ashton Hotel Partners, L.P., a Texas limited partnership, on behalf of such limited partnership. I(S Sera Beth 8snavideZ Notary Public State of Texas Comm. 02 04 2018 Notaly Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § T his instrument was acknowied ed before me on the day of�U n2_, 2014, by a:LJI ,`N•� c�, as U- P of Ashford Ashton GP LLC, a Delaware limited liability company, as general partner of Ashford Ashton LP, a Delaware limited partnership, on behalf of such limited partnership. .I . FWWk• Notary Publi tate of Telas + $ state of Te%as ExpNss:72-27.2�1 After recording, please return to: Chad A. Key Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Exhibit"A" Property Lots 9, 10, 11 and 12, Block 97, ORIGINAL TOWN OF FORT WORTH, Tarrant County, Texas, according to the Original Plat thereof.