HomeMy WebLinkAboutContract 36633-CA3 �o Qy
C)Qti��o��vQ�P
v�yo�y5
THIS DOCUMENT PREPARED BY AND
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
Harris,Finley&Bogle,P.C.
777 Main Street,Suite 1800
Forth Worth,Texas 76102
Attention: Kendall D.Adair,Esq.
ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
CARLYLE/CYPRESS WEST 7T",LP,
a Delaware limited partnership
(Assignor)
To
CARLYLE/CYPRESS WEST 7TH II,LP and CRP CYPRESS WEST 7TH RESIDENTIAL,L.P.,
each a Delaware limited partnership
(individually,collectively,jointly and severally,Assignee)
Dated: As of April, 2019
Property Location: 929 Norwood Street,Fort Worth,Texas 76107
County: Tarrant
OFFICIAL RECORD
731905327.8 CITY SECRETARY
68248756.2 F1`. WORTH,TX
CITY SECRETARY
CONTRACT NO.. Ro k33" G�t3
ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
THIS ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(this "Assignment") is made as of April vA, 2019, by CARLYLE/CYPRESS WEST 7TH, LP, a
Delaware limited partnership having an office at 1001 Pennsylvania Avenue NW, Suite 220 South,
Washington, DC 20004 ("Assignor"), to CARLYLE/CYPRESS WEST 7TH H, LP and CRP
CYPRESS WEST 7TH RESIDENTIAL,L.P., each a Delaware limited partnership and each having an
office at 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004 (individually,
collectively, jointly and severally, "Assignee"), and consented to by the CITY OF FORT WORTH,
TEXAS, a home rule municipal corporation organized under the laws of the State of Texas("City").
Recitals of Fact
A. Pursuant to that certain Economic Development Program Agreement between the City
and Assignor, dated February 15,2008 (City Secretary Contract No. 36633),as amended by Amendment
No. 1 to Economic Development Program Agreement between the City and Assignor, dated May 25,
2011 (City Secretary Contract No. 36633-A1), Amendment No. 2 to Economic Development Program
Agreement between the City and Assignor,dated November 9,2011 (City Secretary Contract No. 36633-
A2) and Amendment No. 3 to Economic Development Program Agreement between City and Assignor,
dated January 29, 2018 (City Secretary Contract No. 36633-A3)(collectively,as may be further amended
or modified, the "EDPA"), Assignor has certain rights to certain Program Grants (as defined in the
EDPA) in return for, among other considerations, Assignor's construction of a mixed-use development
located in the cultural district of the City on certain land described in Exhibit A attached hereto, as more
specifically outlined in the EDPA(the"Development").
B. Assignee is an Affiliate of Assignor, and Assignor desires to assign to Assignee, and
Assignee desires to assume from Assignor,all right,title and interest in the EDPA owned by Assignor.
C. All capitalized terms used but not defined herein shall have the meanings given to them
in the EDPA.
Agreement
In consideration of the mutual covenants and agreements herein contained, Assignor and
Assignee hereby agree and covenant as follows:
1. Assignment. Assignor hereby absolutely and unconditionally sells, assigns, transfers,
sets over and delivers to Assignee all of Assignor's right, title and interest in the EDPA. Assignee
hereby assumes all of Assignor's right, title and interest in the EDPA and all obligations of Assignor
under the EDPA arising from and after the date hereof.
2. Consent to Assignment. The City consents to the assignment of the EDPA by Assignor
to Assignee expressly upon the promise and covenant by Assignee, and Assignee hereby promises and
covenants to the City, that as of the effective date of this Assignment, Assignee will comply with all
duties and obligations of"Developer"set forth in the EDPA.
2 OFFICIAL RECORD
CITY SECRETARY
731905327.8 FT. WORTH,TX
68248756.2
3. Effect of Consent. Assignee understands and agrees that no act or omission of Assignor,
whether before or after the effective date of this Assignment,will serve to mitigate any breach,default or
other failure of Assignor to perform under the EDPA,as outlined in Section 6 of the EDPA.
4. Further Assurances. Each of the parties hereof agree to execute and deliver to the other
party, upon such other party's reasonable request, any documents necessary,proper or desirable to carry
out the purposes of this Assignment.
5. Miscellaneous. This Assignment may not be modified or terminated orally. This
Assignment shall inure to the benefit of and be binding upon the parties hereto, their heirs,
representatives, successors and assigns.
6. Governing Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of Texas.
7. Successors and Assigns Bound. This Assignment shall be binding upon the Assignor
and Assignee and their respective successors and assigns.
8. Counterparts. This Assignment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Assignment by telecopier, facsimile or electronic mail
shall be effective as delivery of a manually executed counterpart of this Assignment.
9. Severability. The terms of this Assignment are severable, and should any provision be
declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
shall remain in full force and effect and shall in no way be impaired.
[Remainder of Page Intentionally Left Blank]
3
731905327.8
68248756.2
IN WITNESS WHEREOF,the parties hereto have executed this Assignment to be effective as
of the day and year first stated above.
Assignor: CARLYLE/CYPRESS WEST 7TH, LP,
a Delaware limited partnership
By: Carlyle/Cypress West 7th GP,LLC,
a Delaware limited liability company,
its General Partner
By: Carlyle/Cypress Retail I,L.P.,
a Delaware limited partnership,
its Sole Member
By: Carlyle Retail I, GP,L.L.C.,
a Delaware limited liability company
its General Partner
f�
Name: IIIIK;HAEL GERSHENSOt
Title: VICE PRESIDENT
The State*aWAWen-,_,
District of Columbia
County of ,
efo a me, 1�t C� R) Sm "w')t on this day personally appeared
the 1 ' '' E// of Carlyle Retail I, GP, L.L.C., a Delaware
limited liability company, the General Partner of Carlyle/Cypress Retail I, L.P., a Delaware limited
partnership, the Sole Member of Carlyle/Cypress West 7th GP, LLC, a Delaware limited liability
company, the General Partner of CARLYLE/CYPRESS WEST 7TH, LP, a Delaware limited
partnership, 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.
.,,, iven under my hand and seal of office this day of April ,2019.
. ....r
` y• ,.=••••DSE. Notary Public
�iY n�•.•�� STACY M.ROSENTHAL
�•.%♦t' e '+ NOTARY PUBLIC DISTRICT OF COLUMBIA
VP
My commission expires:MY canmisaron Expires November 3o.2021
1 .3 - 11
OFFICIAL RECORD
731905327.8 CITY SECRETARY
68248756.2
FT. NORTH, TX
IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as
of the day and year first stated above.
Assignee: CARLYLE/CYPRESS WEST 7TH H, LP,
a Delaware limited partnership
By: Carlyle/Cypress West 7th GP 11, LLC,
a Delaware limited liability company,
its General Partner
By: Carlyle/Cypress Retail I,L.P.,
a Delaware limited partnership,
its Sole Member
By: Carlyle Retail I,GP,L.L.C.,
a Delaware limited liability company
its General Partner
By: �!
Name:
Title: VIGEPRESror"T
The State of Washing6fl
County of
District of Columbia
_
(� Be pre me C�, � �t���� � on this day personally appeared
the U'I L( t�(` 5 j 1 of Carlyle Retail I, GP, L.L.C., a Delaware
limited liability company, the General Partner of Carlyle/Cypress Retail I, L.P., a Delaware limited
partnership, the Sole Member of Carlyle/Cypress West 7th GP II, LLC, a Delaware limited liability
company, the General Partner of CARLYLE/CYPRESS WEST 7TH II, LP, a Delaware limited
partnership, 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.
Given under my hand and seal of office this day of April , 2019.
=•••••s Notary Public
y PG STACY M.ROSENTHAL
My commission expiresNOTARY PUBLIC DISTRICT OF OOWMBIA
r n MyEammissiatExoree-Navamber 30,20
11-30.21 •
OFFICIAL RECORD
68248756.2 CITY SECRETARY
731905327.8 FT. WORTH,TX
IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as
of the day and year first stated above.
Assignee: CRP CYPRESS WEST 7TH RESIDENTIAL,L.P., a
Delaware limited partnership
By: CRP Cypress West 7th Residential GP,L.L.C.,
a Delaware limited liability company,
its General Partner
By: CRP Cypress West 7"',L.L.C.,
a Delaware limited liability company,
its Sole Member
By: CRP West 71,L.L.C.,
a Delaware limited liability company
its Managing Member
Name. MlCHAEL GERSHENSON
Title: VICE PRESIDENT
The State of
ln,
County of District of Columbia
Before me, CCU dl -GSF _ on this day personally appeared
LLrthe �,�� �i _ of CRP West Ph, L.L.C., a Delaware
limited liability company, the Managing Member of CRP Cypress West 71°, L.L.C., a Delaware limited
liability company,the Sole Member of CRP Cypress West 71 Residential GP, L.L.C., a Delaware limited
liability company, the General Partner of CRP CYPRESS WEST 7TH RESIDENTIAL, L.P., a
Delaware general partnership, 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.
wGiven under my hand and seal of office this _day of April ,2019.
K `•.�f Notary Public
yl' 3TACYM R03ENT
. V rxp. y' HAL
NOTARY PUBLIC DISTRICT OF COLUMBIA
- Z My commission expires: M1'CumMISSIMF,,,;.e.N COLUM8
tl%r
68248756.2
731905327.8
L r*T WORTH, TX
IN WITNESS WHEREOF, the undersigned has executed this Assignment to evidence its
consent thereto to be effective as of the day and year first stated above.
City: CITY OF FORT WORTH
By: 41: -
Name: Sasm Devi%, 6;",
Title: Assistant City Manager
4chLi y
APPROVED AS TO FORM AND LEGALITY:
By:_�
Name: Peter Vaky
Title: Deputy City A7omey
M&C: none required
Form 1295: none required
ATTESTED BY:
By:, "y
Title:
OFFICIAL RECORD
CITY SECRETARY
68248756.2
731905327.8 FT. WORTH,TX
EXHIBIT A
PAGE 1 OF 2
TRACT 1:
Being the Office Unit of WEST 7TH MASTER CONDOMINIUMS, together with an undivided
interest in the common elements, as set out in the Third Amended and Restated Master
Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's
File No. D214108651, Real Property Records of Tarrant County, Texas.
TRACT 2:
Being the Retail Unit: North Central Building, Retail Unit: Northeast Building, Retail Unit:
Southeast Building, and Retail Unit: South Central Building of WEST 7TH MASTER
CONDOMINIUMS, together with an undivided interest in the common elements, as set out in
the Third Amended and Restated Master Condominium Declaration dated 05/27/2014, filed
05/28/2014, recorded under County Clerk's File No. D214108651, Real Property Records of
Tarrant County,Texas.
TRACT 3:
Being the NW Retail Unit, of WEST 7TH MASTER CONDOMINIUMS, together with an
undivided interest in the common elements, as set out in the Third Amended and Restated Master
Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's
File No. D214108651, Real Property Records of Tarrant County,Texas.
68248756.2
731905327.8
EXHIBIT A
PAGE 2 OF 2
TRACT 1 (FEE SIMPLE):
Being the Residential Unit: North Central Building and Residential Unit: South Central Building
of WEST 7TH MASTER CONDOMINIUMS, together with an undivided interest in the
common elements, as set out in the Third Amended and Restated Master Condominium
Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's File No.
D214108651,Real Property Records of Tarrant County, Texas.
TRACT 2(FEE SIMPLE):
Being the Residential II Unit of WEST 7TH MASTER CONDOMINIUMS, together with an
undivided interest in the common elements, as set out in the Third Amended and Restated Master
Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's
File No. D214108651, Real Property Records of Tarrant County,Texas.
TRACT 3 (FEE SIMPLE):
Being the Residential III Unit of WEST 7TH MASTER CONDOMINIUMS, together with an
undivided interest in the common elements,as set out in the Third Amended and Restated Master
Condominium Declaration dated 05/27/2014, filed 05/28/2014, recorded under County Clerk's
File No. D214108651, Real Property Records of Tarrant County,Texas.
TRACT 4(NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF TRACT 2):
Non-Exclusive Easements as set forth in that certain Amenities Easement Agreement dated
10/13/2010, filed 10/18/2010, recorded under County Clerk's File No. D210257124, Real
Property Records of Tarrant County,Texas.
TRACT 5 (NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF TRACT 3):
Non-Exclusive Easements as set forth in that certain Amenities Easement Agreement dated
11/17/2011, filed 11/21/2011, recorded under County Clerk's File No. D211282693, Real
Property Records of Tarrant County, Texas.
68248756.2
731905327.8