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CONTRACT N0., 35-51&-L 31
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 35326)
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35326) ("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; LPC TRINITY PARKS
LP ("LPC"), a Texas limited partnership; and SWF TRINITY BLUFFS, LLC, a Delaware
limited liability company ("SWF").
The following introductory provisions are true and correct and form the basis upon which
the City, LPC and SWF have entered into this Consent:
A. As of May 25, 2007 the City and Trinity Bluff Development, Ltd. ("Trinity Bluff')
entered into that certain Amended and Restated Economic Development Program Agreement on
file in the City Secretary's Office as City Secretary Contract No. 35326, as subsequently
amended by that certain Amendment No. 1 to Amended and Restated Economic Development
Program Agreement dated December 21, 2009 on file in the City Secretary's Office as City
Secretary Contract No. 35326-A1, and that certain Amendment No. 2 to Amended and Restated
Economic Development Program Agreement dated April 21, 2012 on file in the City Secretary's
Office as City Secretary Contract No. 35326-A2 (as amended and assigned, collectively, the
"Agreement"). Under the Agreement, LPC (as successor to Trinity Bluff) agreed, among other
things, to construct a 3-story apartment complex comprising four (4) separate buildings and at
least 65 apartment units (the "Required Improvements") on approximately 2.496 acres of land
(the "Development Property"). In return, the City agreed to pay LPC certain Program Grants
as authorized by Chapter 380 of the Texas Local Government Code and outlined in the
Agreement.
B. Section 10 of the Agreement permits an assignment of the Agreement to Lincoln
Property Southwest, Inc. or an affiliate thereof without the approval of the City. LPC is an
affiliate of Lincoln Property Southwest, Inc. On June 8, 2007 the City received notice that
Trinity Bluff had assigned all of its rights and obligations under the Agreement to LPC. Any
other assignment requires the advance consent of the City Council, a finding by the City Council
that the proposed assignee is financially capable of meeting the terms and conditions of the
Agreement, and prior execution by the proposed assignee of a written agreement with the City
under which the assignee agrees to assume all covenants and obligations of Developer under the
Agreement.
C. LPC now wishes to sell the Development Property and the Required Improvements, and
to assign all of its rights and obligations under the Agreement, to SWF. Because SWF is not an
affiliate of Lincoln Property Southwest, Inc., LPC has requested the y's consent to this
OFFICIAL RECORD
Page 1 of CITY SECRETARY RECEIVED JUN 0 9 2014
Consent to Assignment of CSC No.35326(Economic Development Pro am Afire &TH,TX
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC FT.
assignment. The City is willing to consent to an assignment of the Agreement to SWF solely in
accordance with this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, LPC and SWF agree as follows:
I. The City hereby consents to an assignment by LPC to SWF of all right, title and interest
granted to "Developer" by the Agreement, effective as of the date on which the City, LPC and
SWF have all executed this Consent("Effective Date").
2. The City consents to such assignment expressly upon the promise and covenant by SWF,
and SWF hereby promises and covenants to the City, that as of the Effective Date, SWF will
comply with all duties and obligations of Developer set forth in the Agreement. This Consent
does not grant SWF any greater or different rights under the Agreement than those of Developer.
3. SWF understands and agrees that no act or omission of LPC, whether before or after the
Effective Date, will serve to mitigate the existence of any breach or default under the Agreement,
as set forth in Section 6 of the Agreement or any available remedies of the City on account of
such breach or default; any failure to meet any or all of the commitments for employment,
supply and service spending or the set-aside for affordable housing units on the Development
Property, as set forth in Sections 4.4, 4.5 and 4.6 of the Agreement (as amended by Amendment
No. 2), and any applicable reduction in the amount of a Program Grant or Program Grants
payable under the Agreement on account of any such failure; or any act or omission of LPC that
causes any forfeiture or reduction in the amount of a Program Grant or Program Grants payable
under the Agreement, as outlined in Section 5.2.3 of the Agreement. Notwithstanding the
foregoing, consistent with that certain letter dated March 21, 2014, from Robert Sturns of
Housing and Economic Development of the City of Fort Worth to Jeff Courtwright of LPC, if
the certified appraisal roll submitted to the City by Tarrant Appraisal District in any given year
reflects that the improvements constructed as Trinity Bluffs — Phase 4, which is proposed to
consist of approximately 256 residential units at 432 Samuels Ave., have been appraised
following their completion at $6,627,284.74 or more, whether such completion and appraisal
occurs before or after the Effective Date, the Base Grant Amount for Program Grants payable in
the following year and each year thereafter shall not be subject to a reduction for insufficient
Additional Investment pursuant to Section 5.2.2.1, and Developer shall be relieved of all
reporting requirements under Section 4.7.3 of the Agreement for spending on Additional
Investment.
4. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
Page 2 of 5
Consent to Assignment of CSC No. 35326(Economic Development Program Agreement)
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC
CITY OF FORT WORTH: ATTEST:
By: By:
Fernando Costa karyJ. K
Assistant City Manager City Secretary F
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Date:
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APPROVED AS TO FORM AND LEGALITY: '�,°.0000 coo
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By:
Peter Vaky
Deputy City Attorney
M&C: C-26763 -04-15-14
OFFICIAL RECORD
CITY SECRETARY
Page 3 of 5 FT. WORTNw TX
Consent to Assignment of CSC No.35326(Economic Development Program Agreement)
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC
LPC TRINITY PARKS LP,
a Texas limited partnership:
By: LPC Trinity Phase II-III LP, a
Texas limited partnership and
its sole general partner:
By: Lincoln No. 2049, Inc., a
Texas corporation and its
sole general partner:
B d /
e:' Gtf
Title: V
Date:
Page 4 of 5
Consent to Assignment of CSC No.35326(Economic Development Program Agreement)
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC
SWF TRINITY BLUFFS,LLC, a
Delaware limited liability company:
By:
Name: Sean Burton
Title: President
By:
Name: J. David Martin
Title: Chair of Investment Committee
Date: Zo/f(
Page 5 of 5
Consent to Assignment of CSC No.35326(Economic Development Program Agreement)
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC
SWF TRINITY BLUFFS,LLC, a
Delaware limited liability company:
By. Southwest Multifamily Partners,L.P.,
a Delaware limited partnership
and its Manager:
By:
Name: Sean Burton
Title; President
By:
Ile
e:J.David Martin
: Chair of Investment Committee
Date:
Page 5 of 5
Consent to Assignment of CSC No.35325(Economic Development Program Agreement)
by LPC Trinity Parks LP to SWF Trinity Bluffs,LLC
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRrWORTH
COUNCIL ACTION: Approved on 4/15/2014
DATE: 4/15/2014 REFERENCE **C-26763 LOG 17TRINITYBLUFFCONSENTTOASSIGN
NO.: NAME:
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Consent to Assignment of Economic Development Program
Agreements for Trinity Bluff Development by LPC Trinity Parks LP to SWF Trinity Bluffs,
LLC or an Affiliate, City Secretary Contract Nos. 35326 and 35327, as Amended and a
Consent to Collateral Assignment by SWF Trinity Bluffs, LLC or an Affiliate to Metropolitan
Life Insurance Company (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a Consent to Assignment of certain Economic
Development Program Agreements City Secretary Contract Nos. 35326 and 35327, as amended by
LPC Trinity Parks LP to SWF Trinity Bluffs, LLC or an affiliate; and
2. Authorize the City Manager to execute a Consent to Collateral Assignment of those Economic
Development Agreements by SWF Trinity Bluffs, LLC or an affiliate to Metropolitan Life Insurance
Company.
DISCUSSION:
In May 2007, the City entered into Economic Development Program Agreements with Trinity Bluff
Development, Ltd., for the development of a three-story residential project and a four-story project
with a total investment of$42,400,000.00 (Required Improvements) City Secretary Contract Nos.
35326 and 35327, as amended). In addition to the Required Improvements, in order to receive the full
Program Grants available under the Agreements, additional investments equal to 58 percent of the
construction costs of the Required Improvements in the vicinity of the Required Improvements must
be completed.
On May 30, 2007, Trinity Bluff Development, Ltd., assigned all of its rights and obligations under the
Agreement to LPC Trinity Parks LP (Developer), which is an affiliate of Lincoln Property Company
Southwest, Inc.
In March 2014, LPC Trinity Parks LP approached the City about its desire to sell the development to
SWF Trinity Bluff, LLC or one of its affiliates (Purchaser). As part of the proposed sale, the
Developer needs to assign the Agreement to the Purchaser. Under the Agreement, LPC Trinity
Parks LP, is prohibited from assigning the Agreement to another party without the City Council's
consent.
Staff does not object to this request. The Developer has constructed all the Required Improvements,
but has not completed all of the additional investment necessary to obtain the full amounts of the
Program Grants under the Agreements. The Purchaser will be required to meet all ongoing
obligations of the Developer under the Agreement. The City will continue to receive the public
benefits resulting from development of this project. Any future assignment of the Agreement by
Purchaser would have to be approved by City Council.
In addition, the Purchaser is obtaining.financing on this project from Metropolitan Life Insurance
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014
M&C Review Page 2 of 2
Company (Met Life). In order to secure that loan, the Purchaser and Met Life have requested that the
City consent to an assignment by Purchaser to Met Life of all right, title and interest in the
Agreements. In the event that Met Life were to foreclose on the loan, Met Life would take over as the
Developer under the Agreements. However, the proposed Consent to Collateral Assignment
document will prohibit Met Life from assigning the Agreements to a new buyer without the City
Council's approval.
The Trinity Bluff development is located in COUNCIL DISTRICT 9, Mapsco 63S.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Cynthia Garcia (8187)
Additional Information Contact: Avis F. Chaisson (6342)
ATTACHMENTS
TrinityBluff.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014