HomeMy WebLinkAboutContract 30458-CA2 CSC No. 30458-CA2
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 30458)
AND ESTOPPEL CERTIFICATE
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 30458) AND
ESTOPPEL CERTIFICATE ("Consent") is made and entered into by and between the CITY
OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State
of Texas; LP 1 REIT, INC. ("Assignor"), a Delaware corporation; and KV TRINITY
BLUFFS APARTMENTS, LLC ("Assignee"), a Texas limited liability company.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. As of September 3, 2004 the City and Trinity Bluff Development, Ltd, a Texas limited
partnership, entered into that certain Economic Development Program Agreement on file in the City
Secretary's Office as City Secretary Contract ("CSC")No. 30458.
B. Under the Agreement (as hereinafter defined), Trinity Bluff Development,Ltd. (defined as
"Developer" for purposes of the Agreement) agreed to expend at least $25 million in Construction
Costs for an apartment complex containing approximately 300 units on approximately 4.647 acres
of land on the north side of the City's downtown and for certain other site development
improvements to provide pedestrian access points and trail connections to the Trinity River, all as
more specifically set forth in the Agreement.
C. Section 10 of the Agreement prohibits an assignment of the Agreement to a party other than
Lincoln Property Southwest, Inc. or an affiliate thereof without the prior consent of the City
Council
D. On August 30, 2005 Trinity Bluff Development, Ltd. assigned all of its right, title and
interest in the Agreement to LPC WO Trinity, L.P., a Texas limited partnership and an affiliate of
Lincoln Property Southwest, Inc., pursuant to that certain Assignment and Assumption Relating to
Economic Development Program Agreement between those parties.
E. On August 31, 2005, LPC WO Trinity, L.P. assigned all of its right, title and interest in the
Agreement to Lincoln Trinity Bluffs, L.P., which is also an affiliate of Lincoln Property Southwest,
Inc., pursuant to that certain Assignment and Assumption Relating to Economic Development
Program Agreement between those two parties.
F. On August 26, 2011, Lincoln Trinity Bluffs, L.P. assigned all of its right, title, and interest
in the Agreement to Trinity Bluffs Acquisition Corporation, which was not an affiliate of Lincoln
Page 1 of4 OFFICIAL RECORD
Consent to Assignment of CSC No.30458(Economic Development Program Agreement)
by LP 1 REIT, Inc.to KV Trinity Bluffs Apartments,LLC and Estoppel Certificate CITY SECRETARY
FT. WORTH, TX
Property Southwest, the same being CSC No. 30458-CAI (CSC Nos. 30458 and 30458-CAI are
collectively referred to as the "Agreement").
G. On or about October 31, 2018, Trinity Bluffs Acquisition Company merged with Assignor,
who assumed the Agreement and all right,title, and interest therein.
H. Assignor now wishes to sell the Development Property (as defined in the Agreement) and
all improvements thereon to Assignee and to assign all of its right, title, and interest in the
Agreement to Assignee. Because Assignee is not an affiliate of Lincoln Property Southwest, Inc.,
City Council approval of such assignment is required by Section 10 of the Agreement. The City is
willing to consent to an assignment of the Agreement to Assignee solely in accordance with this
Consent.
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 Developer by the Agreement, effective on the later of(i) the date on which the
City, Assignor and Assignee have all executed this Consent or (ii) the effective date of an
assignment and assumption agreement between Assignor and Assignee relating to the
Agreement, a copy of which must be provided to the City ("Effective Date").
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 Assignee will comply
with and assume all duties and obligations of Developer set forth in the Agreement arising on
and after the Effective Date. Assignor will comply with and be liable for performance of all
duties and obligations of Developer arising prior to the Effective Date.
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 Section 6 of the Agreement or elsewhere therein or any failure to
meet any or all of the numerical commitments for construction spending, employment, and
supply and service spending for the Required Improvements, as set forth in Sections 4.1, 4.2, 4.3,
and 4.4 of the Agreement.
4. 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 Agreement; or consent to any amendment to the Agreement.
5. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
6. The Agreement is in full force and effect and has not been modified, supplemented, or
amended in any way unless specifically set forth herein.
Page 2 of 4
Consent to Assignment of CSC No.30458(Economic Development Program Agreement)
by LP 1 REIT, Inc.to KV Trinity Bluffs Apartments,LLC and Estoppel Certificate
7. As of the date of execution of this Consent by the City, to the knowledge of the City,
there exists no factual circumstance or condition which, with notice or the lapse of time, or both,
would give rise to any obligation of any party to the Agreement which, if not satisfied, will
constitute an event of default on the part of either the City or Assignor.
8. The City agrees that Assignee will be entitled to rely upon the statements set forth in this
Consent.
9. On and after the Effective Date, all notices which are required or desired to be sent to
Developer under the Agreement will be delivered to the following:
KV Trinity Bluffs Apartments, LLC
5400 LBJ Freeway, Suite 450
Dallas,Texas 75240
Attn:David Moore
with copies to:
Baker Lopez PLLC
5728 LBJ Freeway, Suite 150
Dallas, Texas 75240
Attn:Craig Baker
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
The City: FORr�a
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CITY OF FORT WORTH: ATTEST: o �09�
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P c n By:
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Jay Chapa Mary Kayser a44.000000—oo S. o
Deputy City Manager City Secretary
Date: Jan 5,2021
APPROVED AS TO FORM AND LEGALITY:
By:
Tyler F. Wallach
Assistant City Attorney
M&C:
[SIGNATURES CONTINUE IMMEDIATELY ON NEXT PAGE]
Page 3 of OFFICIAL RECORD
Consent to Assignment of CSC No.30458(Economic Development Program Agreement)
by LP 1 REIT, Inc.to KV Trinity Bluffs Apartments,LLC and Estoppel Certificate CITY SECRETARY
FT. WORTH, TX
Assignor:
LP 1 REIT,INC.,
a Delaware corporation:
rf.
By: '
Daniel i o
Authorized Signatory
Date: 12/30/2020
Assignee:
KV TRINITY BLUFFS APARTMENTS,LLC,
a Texas limited liability company:
By: KV Trinity Bluffs Holdings,LLC,
a Delaware limited liability company and
its managing member
By:Knightvest 2021,LLC,
a Texas limited liability company and
its manager
By:
avid S.Moore
Manager
Date:
1212a1 2020
Page 4 of 4
Consent to Assignment of CSC No.30458(Economic Development Program Agreement) OFFICIAL RECORD
by LP 1 REIT,Inc.to KV Trinity Bluffs Apartments,LLC and Estoppel Certificate CITY SECRETARY
FT. WORTH, TX
CONTRACT COMPLIANCE MANAGER:
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.
E2 r: Ryan Pohl (Jan 5,202113:506T)
Name: Ryan Pohler
Title: Economic Development Specialist
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0938
LOG NAME: 17TRINITYBLUFFSCONSENT2
SUBJECT
(CD 9)Authorize Execution of a Consent to Assignment to Economic Development Program Agreement Contract No.30458,as Previously
Assigned,with LP 1 REIT, Inc.,to Allow Assignment of the Agreement to KV Trinity Bluffs Apartments,LLC or an Affiliate
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a consent to assignment to Economic Development Program Agreement
Contract No.30458,as previously assigned,with LP 1 REIT, Inc.,to allow assignment of the agreement to KV Trinity Bluffs Apartments, LLC or an
affiliate.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C)is to authorize a Consent to Assignment of City Secretary Contract No.30458,an
Economic Development Program Agreement,to allow an assignment from LP 1 REIT, Inc.to KV Trinity Bluffs Apartments, LLC or an affiliate.
On September 3,2004,the City entered into an Economic Development Program Agreement(Agreement)with Trinity Bluff Development, Ltd.for
the development of an apartment complex with 300 units for lease at market rates on property in the northeast portion of the downtown area known
as Trinity Bluff,and to provide and develop enhanced perimeter interior streetscape,open space,and pedestrian access to the Trinity River in the
vicinity of the property(City Secretary Contract No.30458, M&C C-20216).The Agreement required the developer to invest at least$25 million in
real property improvements and spend the greater of 20% or$5 million of those costs with certified Fort Worth M/WBE companies. The
Agreement also requires the developer at all times to fill at least one job on site and, if there were multiple jobs on the site,to fill at least 25%of
them with Fort Worth Central City residents.The Agreement requires the developer annually to spend the greater of$30,000.00 for supplies and
services related to the operation of the development or 25%of all such costs with certified Fort Worth M/WBE companies.
In return,the City, as authorized by Chapter 380 of the Texas Local Government Code, agreed to pay developer up to fourteen (14)annual
economic development program grants in an amount not to exceed the real and personal property taxes attributable to the apartment complex site
received by the City in the previous year, subject to annual caps specified in the Agreement. There is also a cap of$2,973,230.00 on the
aggregate amount of program grants that can be paid under the Agreement.
On August 30,2005,Trinity Bluff Development, Ltd.assigned all of its rights and obligations under the Agreement to LPC WO Trinity Parks, L.P.
which was an affiliate of Lincoln Property Southwest, Inc.
On August 31,2005, LPC WO Trinity Parks, L.P.assigned all of its rights and obligations under the Agreement to Lincoln Trinity Bluffs, L.P.,which
was an affiliate of Lincoln Property Southwest, Inc.
On August 26, 2011, Lincoln Trinity Bluffs, L.P. assigned all of its rights and obligations under the Agreement to Trinity Bluffs Acquisition
Corporation,which is an affiliate of J.P. Morgan Investment Management Inc. On or about October 31,2018,Trinity Bluffs Acquisition Corporation
merged with LP 1 REIT, Inc.,who assumed the Agreement and all of its obligations.
LP 1 REIT, Inc. met all obligations required by the Agreement,and KV Trinity Bluffs Apartments, LLC or an affiliate will be required to meet all
ongoing obligations under the Agreement.The City will continue to receive the public benefits resulting from the development of this project.Any
future assignment of the Agreement would have to be approved by City Council unless otherwise agreed to in the Agreement.There are up to four
(4)grant years remaining under the Agreement.
Staff recommends approving the execution of a consent to assignment to the Economic Development Agreement Contract No.30458 with LP 1
REIT, Inc.,to allow an assignment of the Agreement to KV Trinity Bluffs Apartments, LLC or an affiliate.
The Trinity Bluff development is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on City funds.
Submitted for City Manager's Office by. Jay Chapa 5804
Originating Business Unit Head: Robert Stums 2663
Additional Information Contact: Robert Stums 2663
Signature:
Email: robert.sturns@fortworthtexas.gov