HomeMy WebLinkAboutContract 45781 ,
CITY SECREMMY
STATE OF TEXAS § m
COUNTIES OF TARRANT §
AND DALLAS §
ESTOPPEL AND CONSENT AGREEMENT
This Estoppel and Consent Agreement (this "Agreement") is entered into by the CITY
OF FORT WORTH, TEXAS on this 23 day of July, 2014.
RECITALS:
A. On June 1, 2011, CentrePort Venture, Inc. ("Venture, Inc.") and The City of Fort
Worth, Texas ("Fort Worth") entered into that certain Transportation Impact Fee Umbrella
Agreement (the "Umbrella Agreement") pursuant to which Fort Worth granted to Venture, Inc.
transportation impact fee credits ("Credits") in connection with dedications of rights of way and
construction of system facilities relating to certain real property more particularly described
therein (collectively, the "Property").
B. Effective as of June 22, 2012, Venture, Inc. was converted to CentrePort Venture,
L.P. ("Venture LP"), which conversion was consented to by Fort Worth.
C. Certain portions of the Credits have been assigned pursuant to: (i) that
Assignment and Assumption of Transportation Impact Fee Credits between Venture LP and
Broadstone/USPF Centreport III LP dated January 21, 2014; and (ii) that Assignment and
Assumption of Traffic Impact Credits between Venture LP and KDC 4805 Investments, L.P.
dated June 8, 2012 (collectively, the "Assignments").
D. Venture LP intends to assign and transfer to CentrePort DFW Development,
LLC, a Delaware limited liability company ("Assignee"), all of Venture LP's right, title and
interest in and to that certain Option to Purchase Land dated June 5, 1980, between the City of
Fort Worth and a predecessor-in-interest to Assignor (as amended, the "Option") with respect to
certain real property owned by the City of Fort Worth, being a portion of the Property under the
Umbrella Agreement, as further detailed in that certain Real Estate Contract dated April 10, 2014
(as amended and/or assigned, the "Sale Agreement"), subject to the condition precedent that the
transfer and assignment of the Umbrella Agreement to Assignee is approved by Fort Worth by
executing this Agreement.
NOW, THEREFORE, for good and valuable consideration, the City of Fort Worth does
hereby covenant, represent, warrant and agree with Venture LP and Assignee as follows:
1. The Umbrella Agreement is currently in full force and effect, and is a valid and
binding obligation of Fort Worth, enforceable against Fort Worth in accordance with its terms.
2. The Umbrella Agreement has not been amend d°, � liedaarr ,ise .
(')MCPAL RECORD
Estoppel and Consent Agreement—Page 1
rrz (MVK,) V h E1MU40L42 4 1014
3. Fort Worth has not assigned its rights under the Umbrella Agreement to any third
party and has not transferred, conveyed, assigned or encumbered all or any portion of the Credits
remaining under the Umbrella Agreement.
4. As of the date of this Agreement, there are $793,320.99 of Credits remaining
under the Umbrella Agreement applicable to the portion of remaining Property being conveyed
to Assignee by Venture LP pursuant to the Sale Agreement.
5. Venture LP is the present owner of the rights of "Owner" under the Umbrella
Agreement and all rights thereunder insofar as the same is reflected in the books, records and
minutes of Fort Worth. Except for the consent evidenced hereby and the consent to the
Assignments, Fort Worth has not consented to the transfer or assignment of any interest in the
Umbrella Agreement.
6. To the best of Fort Worth's knowledge, no event of default has occurred and is
continuing under the Umbrella Agreement either by Venture LP or Fort Worth and no event has
occurred which with the giving of notice or the passage of time, or both, would constitute a
default under the Umbrella Agreement.
7. So long as Assignee satisfies its obligations under the Umbrella Agreement with
respect to the portion of remaining Property being conveyed to Assignee by Venture LP,
Assignee shall be entitled to the $793,320.99 of Credits under the Umbrella Agreement,
notwithstanding whether the owners of the Property set forth in the Assignments perform their
obligations under the Umbrella Agreement.
8. Fort Worth expressly consents to and approves the transfer and assignment of the
Umbrella Agreement by Venture LP to Assignee and covenants and agrees that from and after
the effective date of such assignment, as evidenced by that certain Assignment and Assumption
of Umbrella Agreement of even date herewith, Assignee shall have and be vested with all of the
rights, interests, titles, privileges, benefits, powers, immunities, representations, covenants,
credits and claims of Venture LP under or pursuant to the Umbrella Agreement with the same
force and effect as if Assignee were the original party to such Umbrella Agreement in the place
and substitution for Venture LP; and from and after the date of such assignment each and every
reference in the Umbrella Agreement to Venture LP shall mean Assignee, including, but not
limited to, the following:
All notices required or permitted to be delivered to Venture LP under the Umbrella
Agreement shall henceforth be sent to Assignee in accordance with the other applicable
provisions of Paragraph 10 of the Original Umbrella Agreement as follows:
To Assignee: c/o Hillwood Enterprises, LP
3090 Olive Street, Suite 300
Dallas, TX 75219
Attn.: Toby Rogers
Telephone: (972) 201-2810
Fax: (972) 201-2989
Email: toby.rogers@hillwood.com
Estoppel and Consent Agreement—Page 2 D-2275565.4
with a copy to: Haynes and Boone, LLP
2323 Victory Ave., Suite 700
Dallas, TX 75219
Attn.: Brack Bryant
Telephone: (214) 651-5335
Fax: (214) 200-0723
Email: brack.bryant @haynesboone.com
9. Fort Worth acknowledges that Venture LP and Assignee and any lender of
Assignee will rely upon the matters set forth herein in deciding whether to assume the Traffic
Agreement.
10. Fort Worth acknowledges and agrees that Assignee may assign the Umbrella
Agreement without the necessity of obtaining Fort Worth's consent to such assignment, provided
Assignee retains operating control of any such assignee; otherwise, any assignment or transfer
shall be subject to Fort Worth's consent, which shall not be unreasonably withheld.
Reminder of Page Intentionally Left Blank.
Signature Follows.
Estoppel and Consent Agreement—Page 3 D-2275565.4
EXECUTED this,)-4_._day of Z_ 2014.
THE CITY OF FORT WORTH, TEXAS,
ATTEST: F op a nixinicipal corporation
0 600000000
i atvy S—Cc c"r e o- , W ame: Ev—rs-o-�- a 2o-3 sA
,27
37
,37
,37
,37
,37
,37
APPROVED AS TO FORMA LEGALITY.
Leann Guzman, City Attorney
.tW &................
Senior Assistant City A P,,rney
STATE OF TEXAS §
COUNTY OF TAT RAIN'T §
The foregoing instrument was acknowtedged before me this c�2' #
_ day of
2014, by the 444ea4 Fart Worth, s act of
6 rth,is�tfe
said city. C�
AA�pt r ROSELLA BARNES
............
MY COMMISSION EXPIRES
M 7 Notary Public in and for
the State of Texas
Please Return to
Haynes and Bootie, LLP
2323 Victory Ave., Site 700
[)atlas, TX 75219
Attn.- Brack Bryant
................
FICI ETA
.......................................................
OFAL RECORD
CITYSECRRY
FT. WORTH,TX
Estoppel and Consent Agreement Page 4. .................
M&C Review Page I of I
Offidai site of the City of IFovt ftith,Texas
FoRTWORT11
CITY COUNCILAGENDA
COUNCIL ACTION: Approved on 418/2014
DATE: 4/8/2014 REFERENCE LOG NAME: 17CENTREPORTEXTENSION
NO.:
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Sixth Amendment to the Option to Purchase Agreement by and
Between the City of Fort Worth and Centreport Venture, Inc., to Extend the Option Period
by Ten Years and to Increase the Possessory Fee for 234 Acres of Property in the
Centreport Industrial District(COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of the Sixth Amendment to the
Option to Purchase Agreement by and between the City of Fort Worth and Centreport Venture Inc., to
extend the option period by ten years and to increase the possessory fee for 234 acres of property in
the Centreport Industrial District.
DISCUSSION:
On June 5, 1980, the City of Fort Worth (City) and Centreport Venture Inc. (Centreport), entered into
an Option to Purchase Land Agreement in which the City granted Centreport the option to purchase
approximately 1300 acres, which property was formally known as the Greater Southwest International
Airport. Since then, Centreport has taken down most of the property with only 234 acres currently
under option,, The Option Agreement has been extended three times to allow Centreport to secure a
suitable development before the owner-ship of the property is transferred, The current Agreement
expires on June 5, 2015 and requires Centreport,to pay the City the amount of$750.00 for every acre
currently under option. Centreport has requested an extension of the Option Agreement. Staff has
reviewed the request and recommends a 10 year extension until June 5, 2025 and an increase in the
possessory fee to$825.05 an acre.
The property is located in COUNCIL DISTRICT 5, Mapsco 56R.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Revenue Division of the Finance
Department will be responsible for the collection of the fees due to the City as a result of the
transaction.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted far City Manager's r'� y
Office Fernando Costa (6122)
_------
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
.. .. ........
ATTACHMENTS
Remaining Option Acreage Exhibit March 2014.gd
litt,li:Hapl)s.cf-'Nvi!i.et.c�t-g/council_.packet/ii.i.c review.asp?l D=196 84&co unci I date=4/8/20 14 7/22/2014