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Home My WebLink AboutContract 40652-CA1CSC No. qI cis 2 - CAL CITY CONSENT TO ASSIGNMENT The undersigned duly authorized representative of the City of Fort Worth ("City"), Party to that certain Maintenance Agreement filed as City Secretary Contract No. 40652 ("Agreement"), hereby consents to the assignment of the Agreement by and between Assignor and Assignee ("Assignment"), as defined in the assignment agreement between those parties. The Assignor and Assignee hereby acknowledge, as evidenced by their signatures affixed hereto, that the Assignment is a valid and legal transfer of the duties and obligations owed to the City under the Agreement. Until City has executed this Consent to Assignment, the Assignor will be held liable for the obligations under the Agreement. 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 Agreement shall not be deemed a waiver of rights or remedies that City may have against either Assignee or Assignor nor a waiver of any subsequent breach of the terms and provisions therein or herein contained. If the Agreement has been filed in the real property records for the county in which performance is due, the Assignee shall cause this Consent to Assignment to be filed of record at Assignee's expense in the real property records for appropriate county. CITY Or r OR T WORTH: By: WMV Dana I3urghdoff Assistant City nager Date: RECOMMENDED BY: Ds ;?arrell (Apr G, 2023 12:33 CDT: DJ Harrell Director, Development Services ATTEST: A L_ 4:tV �, , 4D Ja�ette S. Goodall '^^ Ci Secretary r � OFFICIAL RECORD CITY SFCRETARY APPROVED AS TO FORM AND LEGALITY: DBEack (Apr 6, 202310:25 CDT! Douglas W. Black Sr. Assistant City Attorney 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. fin,,e,n Rebec7u. Diane Owen ,Apr u; 2023 10:30 CDT) Rebecca Owen Development Manager STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on Apr] I It5 , 20 jZ�3, by Dana Burghdoff, Assistant City Manager for City of Fort ivorth, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas [NOTARIAL SEAL] EVONIA DANIELS is �s Notary Public, State of Texas }�, Comm, Expires 07.13-2025 Notary ID 126950030 Consent to Assignment of Contract 40652 PA THIS DOCUMENT PREPARED BY AND WHEN RECORDED RETURN TO: Holland & Knight LLP Attn: Mark Sloan One Arts Plaza, 1722 Routh Street, Suite 1500 Dallas, Texas 75201 ASSIGNMENT OF AGREEMENTS CARLYLE/CYPRESS WEST 7TH, LP, a Delaware limited partnership (Assignor) To BLOCK YOUNGER LLC, a Delaware limited liability company (Assignee) Dated: As of August 5, 2022 Property Location: 929 Norwood Street, Fort Worth, Texas 76107 County: Tarrant 748617275.2 ASSIGNMENT OF AGREEMENTS THIS ASSIGNMENT OF AGREEMENTS (this "Assignment") is made as of August 5, 2022, 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 BLOCK YOUNGER LLC, a Delaware limited liability company having an office at 14643 Dallas Parkway, Suite 950, L13#58, Dallas, Texas 75254 ("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. Assignor is: i. the "Developer" under that certain Agreement for Maintenance and Landscaping Services between the City and Assignor dated March 26, 2009 (City Secretary Contract No. 38387); ii. the "Developer" under that certain Agreement for Maintenance and Landscaping Services between the City and Assignor dated August 2, 2010 (City Secretary Contract No. 40652); iii. the "Developer" under that certain Agreement for Maintenance and Landscaping Services between the City and Assignor, as the successor -in -interest to CRP Cypress West 71h, L.L.C., dated October 24, 2011 (Document No. D211292155) (City Secretary Contract No. 42655); iv. the "Grantee" under that certain Encroachment Agreement between the City and Assignor, as the successor -in -interest to CRP Cypress West Th, L.L.C., dated December 1, 2011 (City Secretary Contract No. 42619); V. the "Grantee" under that certain Encroachment Agreement between the City and Assignor, dated May 31, 2011 (City Secretary Contract No. 41821); vi. the "Grantee" under that certain Encroachment Agreement between the City and Assignor dated August 17, 2011 (City Secretary Contract No. 42131); vii. the "Grantee" under that certain Encroachment Agreement between the City and Assignor, dated April 7, 2011 (City Secretary Contract No. 41032); viii. the "Grantee" under that certain Encroachment Agreement between the City and Assignor dated November 4, 2010 (City Secretary Contract No. 41032); ix. the "Licensee" under that certain Right of Way Encroachment Agreement (Commercial) between the City and Assignor dated July 31, 2014 (City Secretary Contract No. 45807); and X. the "Licensee" under that certain Right of Way Encroachment Agreement (Commercial) between the City and Assignor dated March 2, 2018 (City Secretary Contract No. 50338) (collectively, the "Agreements"). 748617275.2 B. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all right, title and interest in the Agreements owned by Assignor. 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 Agreements. Assignee hereby assumes all of Assignor's right, title and interest in the Agreement and all obligations of Assignor under the Agreements arising from and after the date hereof. 2. Consent to Assignment. The City's consent to the assignment of the Agreements by Assignor to Assignee shall be indicated on a separate Consent to Assignment document which, when executed by the City, shall be attached hereto for all purposes including filing this Assignment in the public records. 3. Effect of Consent. 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," "Grantee," and "Licensee," as applicable, set forth in the Agreements. 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 Agreement. 4. Further Assurances. Each of the parties hereof agree to execute and deliver to the other party, upon such other parry'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. Notices. Assignee's (as Developer's, Grantee's, and Licensee's, as applicable) notice address under the Agreement shall hereafter be Block Younger LLC, a Delaware limited liability company, 14643 Dallas Parkway, Suite 950, LB#58, Dallas Texas 75254. 7. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. 8. Successors and Assigns Bound. This Assignment shall be binding upon the Assignor and Assignee and their respective successors and assigns. 9. 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. 10. 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. 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 1, 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 06��. By: Name: JADE NEWBURN Title: Authorized PersonAUTHORIZED PERSON State of -Was! tingtoln County opistrict of Columbia On this day of F % 2023rthis instrument was acknowledged before me, the undersigned, notary public, personally appeared Q��1+1r`, an Authorized Person of Carlyle Retail I GP, L.L.C., a Delaware limited liability company, the general partner of Carlyle/Cypress Retail 1, 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, on behalf of said limited partnership. I =✓� Notary Publi STACY M.WEINER NOTARY PUBLIC DISTRICT OF COLUMBIA My O '; ;a= My commission expires Cwrimiss�onExpiresNwember30,2026 r EXP, _ n cJ rI'�C'-26 F CO�,, ASSIGNEE: BLOCK YOUNGER LLC, a Delaware limited liability company By: — •---- — Name: 0 0 Q nq cz Title: 5 e- state of Tex a s ss: County of Da I. as On this ( Q day ofMar-1 , 2023, this instrument was acknowledged before me, the undersigned, notary public, personally appeared % OO& OU £Y the Co -P�-estdenfi of BLOCK YOUNGER LLC, a Delaware limited liabililcomVany, on behalf of said limited liability company, Notary Public 141y Commission F,xpires: [Notarial Seal ] �1�t�Yprrrr� VICKIE WiLTCHER _zr �-Notary Public, State of Texas Comm. Expires 03-16-2023 �''vi; r.. Notary it? 130154090