HomeMy WebLinkAboutContract 52382-CA1 CITY SECRETARY
CONTRACTNO. FJ).3$,3-Cf l
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN CITY OF FORT WORTH AND
714 MAIN REAL ESTATE HOLDINGS, LLC
(CITY SECRETARY CONTRACT NO. 52382)
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF ECONOMIC
DEVELOPMENT PROGRAM AGREEMENT("Consent")is 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; and 714 MAIN REAL ESTATE HOLDINGS, LLC ("Developer"), a
Delaware limited liability company; and IBERIABANK("Lender"), a Louisiana state-chartered
bank.
RECITALS
The City, Developer and Lender hereby agree that the following statements are true and
correct and constitute the basis upon which the parties have entered into this Consent:
A. The City and Developer previously entered into that certain Economic
Development Program Agreement, dated as of C J u rW. '-E , 2019 (the "EDPA") pursuant to
which the City agreed to pay Developer certain Program Grants in return for Developer's
redevelopment of a historic office tower at 714 Main St. into a full-service hotel, as more
specifically outlined in the EDPA (the "Hotel"). The EDPA is a public document on file in the
City Secretary's Office as City Secretary Contract No 52382.
B. Section 13 of the EDPA allows Developer to assign its rights and obligations under
the EDPA to a financial institution or other lender for purposes of granting a security interest in
the Hotel without the approval of the City Council, provided that Developer and the financial
institution or other lender first execute a written agreement with the City governing the rights and
obligations of the City, Developer, and the financial institution or other lender with respect to such
security interest.
C. Developer wishes to obtain a loan from Lender in order to [state reason for loan]
(the "Loan"). As security for the Loan, certain agreements between Developer and Lender
governing the Loan and dated , including, but not limited to, that certain
Loan Agreement and any other related documents between Developer and Lender (collectively,
the "Loan Documents") require that Developer assign, transfer and convey to Lender all of
Developer's rights, interest in and to the EDPA until such time as Developer has fully satisfied all
duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's
security interest in the EDPA (the "Assignment").
Consent to Collateral Assignment of Economic Development Program Agreement OFFICIAL RECORD
between City of Fort Worth;714 Main Real Estate Holdings,LLC;and Iberial3ank CITY SECRETARY
4835-0394-5623 FT. WORTH,TX
2915387-000030
D. The City is willing to consent to this Assignment specifically in accordance with
the terms and conditions of this Consent.
AGREEMENT
1. The City, Developer and Lender hereby agree that the recitals set forth above are true and
correct and form the basis upon which the City has entered into this Consent.
2. The City hereby consents to the Assignment at the request of Developer and Lender solely
for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan
Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the
particular provisions of the Loan Documents and, unless and to the extent specifically
acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any
assignee or successor in interest thereto that is different from or more extensive than any right or
privilege granted to Developer under the EDPA.
3. In the event that the City is required by the EDPA to provide any kind of written notice to
Developer, including notice of breach or default by Developer, the City shall also provide
contemporaneously a copy of such written notice to Lender, addressed to the following, or such
other party or address as Lender designates in writing, by certified mail, postage prepaid, or by
hand delivery:
or such other address(es) as Lender may advise City from time to time.
4. If Developer fails to cure any default under the EDPA, the City agrees that Lender, its
agents or designees shall have an additional thirty (30) calendar days or such greater time as may
specifically be provided under the EDPA to perform any of the obligations or requirements of
Developer imposed by the EDPA and that the City will accept Lender's performance of the same
as if Developer had performed such obligations or requirements; provided, however, that in the
event such default cannot be cured within such time, Lender, its agents or designees, shall have
such additional time as may be reasonably necessary if within such time period Lender has
commenced and is diligently pursuing the remedies to cure such default, including, without
limitation, such time as may be required for lender to gain possession of Developer's interest in
the Developer property pursuant to the terms of the Loan Documents.
5. If at any time Lender wishes to exercise any foreclosure rights under the Loan Documents,
before taking any foreclosure action Lender shall first provide written notice to the City of such
intent (a "Notice"). Lender shall copy Developer on the Notice and deliver such Notice to
Consent to Collateral Assignment of Economic Development Program Agreement
between City of Fort Worth;714 Main Real Estate Holdings,LLC;and lberiaBank
4835-0394-5623
2915387-000030
Developer by both first class and certified mail return receipt concurrent with its transmittal of the
Notice to the City and represent in the Notice that it has done so. Notwithstanding anything to the
contrary herein, unless Lender enters into a written agreement with the City to assume and be
bound by all covenants and obligations of Developer under the EDPA, Lender understands and
agrees that the City shall not be bound to pay Lender any Program Grants pursuant to the EDPA.
In addition, Lender understands and agrees that if Lender wishes to sell all or any portion of the
Land or improvements thereon to a third party following Lender's exercise of any foreclosure
rights under the Loan Documents,the City shall not be bound to pay such third party any Program
Grants pursuant to the EDPA unless Lender and such third party comply with the procedure for
assignment set forth in Section 13 of the EDPA, including the obligation of such third party to
enter into a written agreement with the City to assume and be bound by all covenants and
obligations of Developer under the EDPA. In the event that payment of any Program Grants are
withheld by the City pursuant to this Section 5, any rights to receipt of those Program Grants are
hereby waived,but the number and amount(s) of any such Program Grant(s) shall nevertheless be
counted for purposes of calculating the Term of the EDPA, as set forth in Section 3 of the EDPA.
6. In the event of any conflict between this Consent and the EDPA or any of the Loan
Documents,this Consent shall control. In the event of any conflict between this Consent and any
of the Loan Documents,this Consent shall control. In the event of any conflict between the EDPA
and any of the Loan Documents, the EDPA shall control.
7. This Consent may not be amended or modified except by a written agreement executed by
all of the parties hereto. Notwithstanding anything to the contrary in the Loan Documents, an
amendment to any of the Loan Documents shall not constitute an amendment to this Consent or
the EDPA.
8. Once Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the EDPA and such
security interest is released,Lender shall provide written notice to the City that Lender has released
such security interest, in which case this Consent shall automatically terminate.
9. This Consent shall be construed in accordance with the laws of the State of Texas. Venue
for any action arising under the provisions of this Consent shall lie in state courts located in Tarrant
County,Texas or in the United States District Court for the Northern District of Texas,Fort Worth
Division.
10. Capitalized terms used but not specifically defined in this Consent shall have the meanings
ascribed to them in the EDPA.
11. This written instrument contains the entire understanding and agreement between the City,
Developer and Lender as to the matters contained herein. Any prior or contemporaneous oral or
written agreement concerning such matters is hereby declared null and void to the extent in conflict
with this Consent.
Consent to Collateral Assignment of Economic Development Program Agreement
between City of Fort Worth;714 Main Real Estate Holdings,LLC;and IberiaBank
4835-0394-5623
2915387-000030
12. This Consent shall be effective on the later date as of which all parties have executed it.
This Consent may be executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. The failure of any party hereto to execute this Consent, or any
counterpart hereof, shall not relieve the other signatories from their obligations from their
obligations hereunder.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Consent to Collateral Assignment of Economic Development Program Agreement
between City of Fort Worth;714 Main Real Estate Holdings,LLC;and IberiaBank
4835-0394-5623
2915387-000030
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
By: By:
Na u S U v) A l ao vj i s Name: Pe i-c r V c
Assistant City Manager Arssis�'q ity Attorney
Pepin
Date: (0 4 M&C: none required
714 MAIN REAL ESTATE HOLDINGS, LLC,
a Delaware limit d liability company: ra.
Gar osterman by'
Authorized Person
y J. yse , Secre ;
Date: Mar tY ;
.h
[Lender]
IBERIABANK,
a Louisiana state-chartered bank:
By:
Jeremy Bragg
Vice Presient
Date:
OFFICIAL RECORD
CITY SECRETARY
4835-0394-5623 FT WORTH,TX
2915387-000030
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALTI'Y:
By: By:
Name: Name:
Assistant City Manager Assistant City Attorney
Date: M&C: none required
714 MAIN REAL ESTATE HOLDINGS,LLC,
a Delaware limited liability company:
By:
Gary Prosterman
Authorized Person
Date:
[Lender]
IBERIABANK,
a Louisiana state-chartered bank:
BY. ---zs'
Name: y 'c
Title: -5;,1" V`•. '.s:G4.f/
Date: 1;gA 4
EFTWORTH,
ECORD
4835-0394-5623 CITYTAR
2915387-000030 TX