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Home My WebLink AboutContract 50338-CA1Date Received: 4/11/2023 Time Received: 4:13 p.m. Record Number: PN22-00158 City Secretary Number: 50338-CAl ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 50338 THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is made and entered into as of this 13th day of April , 2023 , by and between the CITY OF FORT WORTH, a Texas home -rule municipal corporation ("C"), Carlyle/Cypress West 7th, LP, a Delaware limited partnership ("Assignor"), and Block Younger, LLC, a limited liability company ("Assignee"). Sometimes herein City, Assignor, or Assignee may also be referred to individually as a "Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract No. 50338 (the "Encroachment Agreement"), on the 131h day of March, 2018, 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, attached hereto as "Exhibit A" and incorporated herein by reference for all purposes, and are referenced therein and herein as the "Improvements"; WHEREAS, the Encroachment Agreement was recorded the 131h day of March, 2018, as Instrument No. D218052363 in the Real Property Records of Tarrant County, Texas; 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. 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 OFFICIAL RECORD Encroachment Assignment Agreement page 1 of 9 CITY SECRETARY Rev 04/2020 FT. WORTH, TX 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 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 Parry must be in writing and shall be effective upon receipt when (i) 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 Parry at the address set out below or at such other address as the receiving Parry designates by proper notice to the sending Party. Ci1y Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor Carlyle/Cypress West 7t'° LP 816 Foch Street Fort Worth, TX 75201 Attn: Stacy Hollingsworth Encroachment Assignment Agreement Page 2 of 9 Rev 04/2020 Assignee Block Younger, LLC 14643 Dallas Pkwy Ste 950, LB58 Dallas, TX 75254 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, 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 9 Rev 04/2020 ASSIGNOR: Carlyle/Cypress West 711, LP, a Delaware limited partnership by: Carlyle/Cypress West 7"' GP, LLC, a Delaware limited liability company, its general partner by: Carlyle/Cypress Retail I, LP, a Delaware limited partnership, its sole member by: Carlyle Retail I GP, LLC, a Delaware limited liability company, its general partner Name: JADE NEWBORN Title: AUTHORIZED PERSON Date: STATE OF § District of ColuI is COUNTY OF This instr men was acknowledged before me by & rA , as the&ii)f1Z . Ppoyf�S lOi9 mc .LL " ir' on behalf of said corporation. I�T iAL7EA13 rr OF G� Notary Public, STACY M. WEINER NOTARY PUBLIC DISTRICT OF COLUMBIA My Commission Expires November 30, 2026 Encroachment Assignment Agreement Page 4 of 9 Rev 04/2020 ASSIGNEE: Block Younger LLC, a Delaware limited liability company By: A 4 h �:� Name: e' Title: . P Date: N10,yan 2b2.3 State of T ) ss: County of 06a � z ) On this lQ day of t - L a(r , 2023, this instrument was acknowledged before me, the undersigned, notary public, personally appeared the Co - t�CSldent of BLOCK YOUNGER LLC, a Delaware limited liability comp ny, on behalf of said limited liability company. My Commission Expires: C13- I 1� �1 .A 3 I I - J�IL4,J )A (!'� I I Notary Public [Notarial Seal ��PYVICKIE WILTCHER Notary Public, State of Texas Comm. Expires 03-16-2023 Notary ID 130154090 Encroachment Assignment Agreement Page 5 of 9 Rev 04/2020 APPROVED AS TO FORM AND LEGGAALITY: CITY OF FORT WORTH DJ Harrell (Apr 5, 2023 09:31 CDT) FWBC Sec. 3210 DJ Harrell, Director Thomas Royce Hansen, Assistant City Attorney Development Services Department City Attorney's Office Date: Apr 3, 2023 s °°°°FORT°a vFo per° -Id �vo o Z� ATTEST: ddQ a� nez 454p�d Jannette Goodall City Secretary (M not Required) Date: Apr 11, 2023 Date: Apr 5, 2023 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. V'&. AON Rebecca Diane Owen (Apr 3, 2023 10:43 CDT) Date: Apr 3, 2023 Rebecca D. Owen Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Encroachment Assignment Agreement Page 6 of 9 Rev 04/2020 STATE OF TEXAS COUNTY OF TARRANT § This instrument was acknowledged before me on 2Q3by DJ Harrell, 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. \\\YP�.,� BROOKE BONNELL '� `�" Notary Public, State of Texas -� S Comm. Expires 10-11-2028 Notary ID 134009626 Encroachment Assignment Agreement Notary Public, State of Texas Page 7 of 9 Rev 04/2020 EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Page 8 of 9 Rev 04/2020 Page 1 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 1 Of 21 Page 2 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 2 Of 21 _ .... ____ Page 3 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 3 Of 21 Page 4 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 4 Of 21 Page 5 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 5 Of 21 Page 6 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 6 Of 21 Page 7 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 7 Of 21 e8of21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 8 Of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 9 Of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 10 Of 21 Page 11 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 11 Of 21 12 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 12 Of 21 1 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 13 Of 21 Page 14 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 14 Of 21 Page 15 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 15 Of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 16 Of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 17 Of 21 Page 18 of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 18 Of 21 19 of 21 ... .... .t.::.'....^.. _.... - .vaa.cP L :(.. y:-W _ :_.t_ *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 19 Of 21 *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 20 Of 21 Page 21 of 21 MARY LOUISE GARCIA COUNTY CLERK °. 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 CITY OF FORT WORTH 200 TEXAS ST FT WORTH, TX 76102 Submitter: CITY OF FORT WORTH CFA OFFICE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 3/13/2018 8:22 AM Instrument #: D218052363 A 21 PGS $92.00 By: � srs `9!— D218052363 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. *TRC* TARRANT Doc: 000052363 Date: 03/13/2018 Vol: 0000000 Page: 00000 Page: 21 Of 21 EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Page 9 of 9 Rev 04/2020