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Home My WebLink About064521-CA1 - Construction-Related - Contract - Summit 35 Owner, LLCOFFICIAL RECORD CITY SECRETARY CSC No. 64521-CA1 FT. WORTH, TX CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT (CITY SECRETARY CONTRACT NO. 64521) This CONSENT TO ASSIGNMENT OF COMMUNITY FACILITIES AGREEMENT (CITY SECRETARY CONTRACT NO. 64521) ("Consent") is made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation organized under the laws of the State of Texas ("City"), BAIR Holdings LLC ("Assignor"), and Summit 35 Owner, LLC, a Texas limited liability company ("Assignee"), each acting by and through their duly authorized representatives. The following recitals are true and correct and form the basis of this Consent: WHEREAS, on January 01, 2026, the City and BAIR Holdings LLC entered into that certain Community Facilities Agreement on file in the City Secretary's Office as City Secretary Contract No. 64521 ("CFA"). Under the CFA, BAIR Holdings LLC (defined as "Developer" for purpose of the CFA) agreed to construct certain specific public infrastructure ("Improvements") in connection with the development of South Freeway Warehouse; and WHEREAS, Assignor desires to assign all of Assignor's right, title and interest in the CFA to Assignee; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City, Assignor and Assignee agree as follows: The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Developer by the CFA effective upon the sale of the Property from Assignor to Assignee, execution of this Consent by the City, Assignor, and Assignee, and delivery of an Escrow Agreement acceptable to the City as outlined in Section 6 of this Consent ("Effective Date"). 2. The City consents to such assignment expressly upon the promise and covenant by Assignee, and Assignee promises and covenants to the City, that Assignee will comply with and assume all duties and obligations of Developer set forth in the CFA. 3. Notwithstanding anything to the contrary herein, Assignee understands and agrees that no act or omission of Assignor, whether before or after the Effective Date, will serve to mitigate any event of default set forth in the CFA, or limit or modify City's ability to terminate the CFA. 4. Notwithstanding anything to the contrary herein, Assignee represents and warrants to the City that Assignee has made a thorough inspection of the Property and that Assignee understands and agrees that on and after the Effective Date, Assignee shall be responsible City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No.64521 Page 1 of 4 for ensuring that the condition of the Property is in compliance with all applicable laws, including environmental regulations. 5. By executing this Consent, the City does not ratify or endorse any agreement or representation between Assignor and Assignee; grant Assignee any rights greater than those granted to Developer under the CFA; or consent to any amendment to the CFA. 6. Contemporaneous with the execution of this Consent by Assignee, Assignee has delivered to the City an Escrow Agreement acceptable to the City, executed by Assignee, the City, and NBH Bank, in the amount of $287,596.25, representing one hundred twenty-five percent (125%) of the Developer's share of the construction costs in the CFA, which Escrow Agreement guarantees Assignee's obligations under the CFA. 7. Assignor, Assignee and City agree, that upon delivery of the Financial Guarantee Type by Assignee to the City and execution of this Consent by the City, the City shall execute a release of surety to cause the release of the Original Financial Guarantee Used in the amount of $236,000.00 that was provided by Assignor to the City in connection with the CFA. 8. Assignor, Assignee and City agree that the CFA application fee in the amount of $2,508.75 and the estimated administrative material testing fees, water testing lab fees and construction service inspection fees in the combined amount of $14,473.05 that Assignor paid to the City in connection with the CFA shall become the property of Assignee and shall remain on deposit with the City as Assignee's payment of the CFA application fee and payment of the estimated administrative material testing fees, water testing lab fees, and construction inspection service fees required by the City. After construction of the Improvements in the CFA has been completed and the Improvements have been accepted by the City, the City will reconcile the estimated fees with the actual costs. Any refund owed of the difference between the estimated fees and the actual cost will be paid by the City to Assignee. If the estimated fees are less than the actual cost, the Assignee shall pay the difference to the City. 9. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the CFA. 10. The CFA is in full force and effect and has not been modified, supplemented, or amended in any way unless specifically set forth herein. 11. On and after the Effective Date, all notice which is required or desired to be sent to Developer under the CFA shall be delivered to the following: SUMMIT 35 OWNER, LLC 2021 McKinney Ave Suite 300 Dallas, Texas 75201 City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No.64521 Page 2 of 4 IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in multiples as of the last date indicated below: The City: CITY OF FORT WORTH A"-M&- Dianna Giordano (Jul 28, 2026 12:47:00 CDT) Jesica McEachern Assistant City Manager Date: 07/28/2026 Recommended by: Leonel Rios Sr. Contract Compliance Specialist Development Services Department Approved as to Form & Legality: 9"uJ � Jessika Williams Assistant City Attorney No M&C Required Form 1295: N/A City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No.64521 Page 3 of 4 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including all performance and reporting requirements. jzu� Kandice Merrick Contract Compliance Manager ATTEST: Jannette Goodall City Secretary ,a9vvnn �4 � FORTo��ddd pro �9.1P Pvo ==o Pad a� uEaag'dpd�d OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignor: Assignee: BAIR Holdings LLC SUMMIT 35 OWNER, LLC, a Delaware limited liability company CNN R ey (Jul 16, 2026 15:56:57 CDT) John C. Riley By: C-REP Summit 35 II Manager, LLC, Manager a Texas limited liability company, its Date: 07/16/2026 Operations Manager By: Constellation Real Estate Partners II, LLC, a Delaware limited liability company, its Manager Hien a (Jul 17, 2026 12:59:45 CDT) Hien Le, Managing Partner Date: 07/17/2026 Signature: Ttian Chavez (Jul 28, 21326 13:26:55 C Email: cristian.chavez@fortworthtexas.gov City of Fort Worth, Texas Consent to Assignment of City Secretary Contract No.64521 Page 4 of 4 Signature: S� Email: allison.tidwell@fortworthtexas.gov FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: SUMMIT 35 OWNER, LLC Subject of the Agreement: CFA M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 8 No ❑ 64521 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 8 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 106096 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.