HomeMy WebLinkAboutContract 33295 r
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CITY
CON RACTENO.
CONSENT TO ASSIGNMENT OF
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 27004)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
27004 ("Consent") is made and entered into by and between the CITY OF FORT WORTH
("City"), a home rule municipal corporation organized under the laws of the State of Texas;
OPUS REAL ESTATE TEXAS V LIMITED PARTNERSHIP ("Assignor"), a Texas limited
partnership and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA ("Assignee"), a New York corporation.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about August 13, 2001 the City and Meacham Rail 191 Limited Partnership, a Texas
limited partnership ("Owner"), entered into City Secretary Contract No. 27004 (the
"Agreement"). Under the Agreement, Owner (i) agreed to construct certain improvements on
property then owned by Owner (the "Premises"), and (ii) committed to meet various employment
levels on the Premises and to make certain annual expenditures for the continuing operation of
improvements on the Premises, all as provided by and in accordance with the Agreement.
B. On or about December 6, 2002 the Agreement was assigned from Owner to Assignor
pursuant to that certain Conditional Assignment and Assumption Agreement,which assignment was
consented to by the City on February 5, 2003 pursuant to City Secretary Contract No. 28905.
C. Assignor wishes to sell the Premises and all improvements thereon to Assignee and to
further assign the Agreement to Assignee so that Assignee may receive the tax abatement benefits
currently provided to Assignor.
D. Section 5 of the Agreement prohibits assignment of the Agreement to any other party
without the advance approval of the City Council and execution by the proposed assignee of a
written agreement under which such assignee agrees to assume all obligations of Owner under the
Agreement.
E. The City is willing to consent to an assignment of the Agreement to Assignee solely in
accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Assignor and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Owner by the Agreement, effective as of August 23, 2005 ("Effective Date").
Consent to Assignment of CSC No. 27004 affluAI 91ECO25
by Opus Real Estate Texas V Limited Partnership to p
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Teachers Insurance and Annuity Association of America
Page 1 FT�o�/ � �44 �q�
, .FQN R'I EEL
2. The City consents to such assignment expressly upon the promise and covenant by
Assignee, and Assignee hereby promises and covenants to the City, that as of the Effective Date
Assignee will comply with all duties and obligations of Owner set forth in the Agreement.
3. Assignee understands and agrees that no act or omission of Owner or Assignor, whether
before or after the Effective Date, will serve to mitigate (i) any Event of Default set forth in
Section 4.1 of the Agreement or (ii) any failure to meet any or all of the numerical commitments
for construction spending, employment on the Premises and supply and service vendor contract
spending set forth in Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 of the Agreement.
4. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
EXECUTED in multiples as of the last date indicated below:
CITY OF FORT WORTH: ATTEST:
By: 6By: '
Dale Fisseler Marty Hendrix
Assistant City Manager City Secretary
Date: � Ig /C&
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C: C�2a�6 '7 9-6 -OS
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 27004 !Z
by Opus Real Estate Texas V Limited Partnership to � 'v'.
Teachers Insurance and Annuity Association of America r
Page 2
OPUS REAL ESTATE TEXAS V LIMITED
PARTNERSHIP
By: Opus Real]Estate ,L.L.C.,
its General Part
By:
Name: VWS Pm1dent
Title: 1
Date:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No.27004
by Opus Real Estate Texas V Limited Partnership to Q
Teachers Insurance and Annuity Association of America ��j����� ROD
3 �11 Y'BMW
fit, w u , Ta
TEACS ;AND ANNUITY ASSOCIATION OF AMERICA
By:
Name:
Date:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No.27004 61134.2
by Opus Real Estate Texas V Limited Partnership to
Teachers Insurance and Annuity Association of America
Page 4
.!WNTH, YEN.
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dale Fisseler,known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that s/he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
%i v V-N UNDER MY HAND AND SEAL OF OFFICE this day
4113�,N-4 ., JONI R JACOBS Not Public in and for State of Texas
NOTARY PUBLIC
*' state of Texas
" ; Comm. Exp. 05-27-2007
Consent to Assignment of CSC No. 27004 61134.2
by Opus Real Estate Texas V Limited Partnership to
Teachers Insurance and Annuity Association of America
Page 5 CIT!
FT. W"OETH, TEX.
STATE OF MINNESOTA §
COUNTY OF Nle PIN §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Minnesota,
on this day personally appeared Wdtie C. [-a u, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Opus
Real Estate USA V, L.L.C., as the general partner of Opus Real Estate V Limited Partnership
and that s/he executed the same as the act of Opus Real Estate V Limited Partnership for the
purposes and consideration therein expressed and in the capacity therein stated
GWEN UNDER ?'AY HAND AND SEAL OF OFFICE this (�1-1, day
72005,
-° ` STEPHANI:E L �V [AILLIN Not lic in and fo ate ofMinnesota
Notry Public
.,y r:ommission Expires 1/31/2006
Consent to Assignment of CSC No.27004 61134.2
by Opus Real Estate Texas V Limited Partnership to
Teachers Insurance and Annuity Association of America t
Page 6 OFFICIA1
CITY SICIETRY
STATE OF NEW YORK §
COUNTY OF NF.W YORK §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of New York,
on this day personally appearedG;an.,me�aarb�c�� , known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
Teachers Insurance and Annuity Association of America and that s/he executed the same as
the act of Teachers Insurance and Annuity Association of America for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7th day
February
�'lolo
otary Public in and for the State of
ELODIA MARTINEZ _
NOTARY PUBLIC, State of New York —
No. 01 MA6072055 -
Qualified in New York Count - -
Commission Expires March 25, 006 =
Consent to Assignment of CSC No.27004 61134.2
by Opus Real Estate Texas V Limited Partnership to
Teachers Insurance and Annuity Association of America g P
Page 7
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/6/2005
DATE: Tuesday, September 06, 2005
LOG NAME: 17CONAGRA REFERENCE NO.: C-20967
SUBJECT:
Consent to Assignment of Tax Abatement Agreement by Opus Real Estate Texas, L.P. to Teachers
Insurance and Annuity Association of America
RECOMMENDATION:
It is recommended that the City Council consent to the assignment of a Tax Abatement Agreement, City
Secretary Contract No. 27004, as previously assigned, by Opus Real Estate Texas V Limited Partnership to
Teachers Insurance and Annuity Association of America.
DISCUSSION:
On August 9, 2001, the City Council approved M&C C-18708, authorizing execution of a Tax Abatement
Agreement with Meacham Rail 191 Limited Partnership and Ag Foods Limited Partnership in return for the
beneficiary company's construction and operation of a manufacturing, processing and packaging
distribution facility. That Tax Abatement Agreement is on file in the City Secretary's Office as City Secretary
Contract No. 28905. The City Council subsequently consented to the assignment of the Tax Abatement
Agreement to Opus Real Estate Texas V Limited Partnership (M&C C-19412, January 14, 2003).
Opus now wishes to sell the property covered and to assign the benefits provided by the Tax Abatement
Agreement to Teachers Insurance and Annuity Association of America, a New York corporation. City staff
has no objection to this request.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Ardina Washington (8003)
Peter Vaky (7601)
Logname: 17CONAGRA Page 1 of 1
City of Fort Worth, Texas
4,130for And Council communievcion
DATE REFERENCE NUMBER LOG NAME PAGE
8/9/01 C-18708 02ABATE 1 of 2
SUBJECT TAX ABATEMENT AGREEMENT WITH MEACHAM RAIL 191 LIMITED PARTNERSHIP
AND CONAGRA FOODS, INC. AND RELATED FINDINGS OF FACT BY THE CITY
COUNCIL
RECOMMENDATION:
It is recommended that the City Council:
1. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with
Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. are true and correct; and
2. Authorize the City Manager to enter into the attached Tax Abatement Agreement with Meacham
Rail 191 Limited Partnership and ConAgra Foods, Inc. in accordance with the Tax Abatement
Policy.
DISCUSSION:
The property subject to abatement in the attached Tax Abatement Agreement with Meacham Rail 191
Limited Partnership is located in north Fort Worth in Railhead Business Park. The City Council has
designated this property as Tax Abatement Reinvestment Zones No. 38, located in COUNCIL
DISTRICT 2.
Project:
Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. (ConAgra), are proposing to
construct a 420,360 square foot distribution facility that will be used as a regional distribution center.
The facility will receive dry temperature products from various manufacturing, processing, and
packaging facilities and then distribute the products to various retail and foodservice customers. The
total investment is estimated to be at least $12,000,000.
Employment:
Meacham Rail 191 Limited Partnership and ConAgra plan to create 84 new jobs with 50% being
Fort Worth residents and 30% being Central City residents.
Utilization of Fort Worth Businesses:
Regarding utilization of Fort Worth-based businesses, Meacham Rail 191 Limited Partnership and
ConAgra have committed 25% of total construction spending to Fort Worth construction contractors
and/or subcontractors. Additionally, Meacham Rail 191 Limited Partnership and ConAgra have
committed 25% of total supply and service expenditures to Fort Worth companies.
Utilization of M/WBE Businesses:
Regarding Minority/Women Business Enterprises (M/WBEs), Meacham Rail 191 Limited Partnership
and ConAgra Foods, Inc. have committed 10% of total construction spending to M/WBE
construction contractors and/or subcontractors. Additionally, Meacham Rail 191 Limited Partnership
and ConAgra have committed 15% of total supply and service expenditures to M/WBE companies.
ABATEMENT TERMS - Meacham Rail 191 Limited Partnership and ConAgra will receive a ten-year tax
abatement on real and personal property that could reach a maximum of 90% annually. The abatement
incorporates construction expenditures, total supply and service spending, and employment.
City of Fort Worth, Texas
41DONor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
8/9/01 C-18708 1 02ABATE 2 of 2
SUBJECT TAX ABATEMENT AGREEMENT WITH MEACHAM RAIL 191 LIMITED PARTNERSHIP
AND CONAGRA FOODS, INC. AND RELATED FINDINGS OF FACT BY THE CITY
COUNCIL
The abatement is structured as follows:
A. 25% abatement-.Construction:
• Construct $12 million (including site development) facility; and
• Utilize Fort Worth companies for 25% of the cost of construction; and
• Utilize certified Minority/Women-owned Business Enterprises (M/WBE) for 10% of the cost of
construction. Dollars spent with certified Fort Worth M/WBE contractors will be calculated at
1.5 times their face value.
B. 20% abatement- Supply and Service Spending:
• Spend 25% of the ongoing business expenses with Fort Worth companies; and
• Spend 15% of the ongoing business expenses with certified M/WBE companies dollars spend
with certified Fort Worth M/WBE suppliers will be calculated at 1.5 times their face value.
C. 30% abatement-.Employment:
• Fill 50% of new positions with Fort Worth residents; and
• Fill 30% of new positions with Central City residents.
D. 15% additional - Employment:
• For each new employee above the 30% of new positions filled by Central City residents, 1%
point will be given, up to a maximum of 15%.
Each percentage calculation will be measured separately based on meeting or exceeding the
respective criteria.
The total tax abatement has a cap of 90% per annum. If the maximum abatement is reached, the
abated taxes are projected to be $91,547.00 annually.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that no expenditure of City funds is associated with approval of this agreement.
MG:n
Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Mike Groomer 6140
Originating Department Head:
Tom Higgins 6192 (from) APPROVED 8/9/01
AS AMENDED
Additional Information Contact:
City of Fort Worth, Texas
41DONOW And Council ComflouniLmdon
DATE REFERENCE NUMBER LOG NAME PAGE
1/14/03 **C-19412 17FOODS 1 of 2
SUBJECT CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT BY AGFOODS
LIMITED PARTNERSHIP TO OPUS REAL ESTATE TEXAS V LIMITED PARTNERSHIP,
CITY SECRETARY CONTRACT NO. 27004, AND AUTHORIZE EXECUTION OF RELATED
CONSENT AGREEMENT
RECOMMENDATION:
It is recommended that the City Council:
1. Consent to the assignment by AgFoods Limited Partnership (AgFoods) of its rights, duties and
obligations under its Tax Abatement Agreement, City Secretary Contract No. 27004, to Opus Real
Estate Texas V Limited Partnership (Opus); and
2. Authorize the City Manager to execute a Consent to Assignment Agreement with Opus.
DISCUSSION:
On August 9, 2001 (M&C C-18708, and City Secretary Contract No. 27004), the City Council granted
AgFoods a tax abatement conditioned on, among other things, the construction of an approximately
420,000 square foot distribution facility in the Railhead Business Park costing approximately
$12,000,000 and the creation of at least 84 new jobs (the Tax Abatement Agreement). The facility is a
regional distribution center that receives dry temperature products from various manufacturing,
processing and packaging facilities. Those products are then distributed to various retail and food
service customers from the center.
AgFoods has notified the City that it wishes to sell this distribution center to Opus. The Tax Abatement
Agreement prohibits AgFoods from assigning its rights under the Tax Abatement Agreement to a third
party unless the City Council first consents to the assignment and the proposed assignee enters into an
agreement with the City under which the assignee agrees to assume all duties and obligations of
AgFoods. Opus has agreed to enter into such an agreement with the City, and City staff has no
objection to the proposed assignment.
FISCAL INFORMATION/CERTIFICATION:
City of Fort Worth, Texas
M1050e and Council communicadow
DATE REFERENCE NUMBER I LOG NAMEPAGE
1/14/03 **C-19412 17FOODS 2 of 2
SUBJECT CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT BY AGFOODS
LIMITED PARTNERSHIP TO OPUS REAL ESTATE TEXAS V LIMITED PARTNERSHIP,
CITY SECRETARY CONTRACT NO. 27004, AND AUTHORIZE EXECUTION OF RELATED
CONSENT AGREEMENT
The Finance Director certifies that this action will have no material effect on City funds.
RR:k
I
Submitted for City Manager's FUND ACCOUNTJ CENTER I AMOUNT CITY SECRETARY
Office by: (to)
Reid Rector 6140
Originating Department Head:
Tom Higgins 6192 (from) APPROVED 1/14/03
Additional Information Contact:
Peter Vaky 7601