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Home My WebLink AboutContract 37067-CA1 CITY SECRETARY/j CONTRACT NO. J CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 37067,AS AMENDED) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 37067 ("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; HEALTH CARE SERVICE CORPORATION, A MUTUAL LEGAL RESERVE COMPANY, a corporation organized under the laws of the State of Illinois that is authorized to do business in the State of Texas as BLUE CROSS BLUE SHIELD OF TEXAS ("Company"); and QTS INVESTMENT PROPERTIES FORT WORTH, LLC, a Delaware limited liability company ("Assignee")- The "Assignee").The following introductory provisions are true and correct and form the basis of this Consent: A. On or about May 8, 2008 the City and Company entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 37067, as subsequently amended by City Secretary Contract No. 37067-A1 (collectively, the "Agreement"). Under the Agreement, Company agreed to complete an approximately 220,000 square foot data center on certain land near the intersection of Independence Parkway and Henrietta Creek Road(the "Land") in the Alliance Corridor area of the City, and, in return, the City agreed to abate certain real and personal property taxes otherwise payable by Company on the Land and improvements located thereon,all as more specifically set forth in the Agreement. B. Company has notified the City that it wishes to sell the Land and improvements thereon to Assignee, and Assignee has notified the City that it wishes to assume all duties and obligations of Company under the Agreement. Section 5 of the Agreement prohibits assignment of the Agreement by Company to any non-Affiliate 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 Company under the Agreement. C. The City is willing to consent to an assignment of the Agreement by Company 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, Company and Assignee agree as follows: 1. The City hereby consents to an assignment by Company to Assignee of all right, title and interest granted to Company under the Agreement, effective as of December 13, 2016 ("Effective Consent Date"). Page 1 of 5 Consent to Assignment of CSC No.30767,as amended by Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas to QTS Investment Properties Fort Worth,LLC 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 Consent Date Assignee will comply with all duties and obligations of Company set forth in the Agreement. 3. Assignee understands and agrees that no act or omission of Company, whether on, before or after the Effective Consent Date, will serve to mitigate (i) any Event of Default set forth in Section 4 of the Agreement or (ii) any failure of any or all of the numerical commitments for construction spending on the Required Improvements, as defined in the Agreement and set forth in Sections 2.1.1, 2.1.2, and 2.1.3 of the Agreement, to have been met. 4. Notwithstanding anything to the contrary herein, by execution of this Consent, the City does not ratify, agree or approve the terms, conditions, or representations in any contract or agreement regarding the assignment that may be in existence between Company and Assignee. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement that are additional to or greater than those of Company thereunder. 5. 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, but to be effective as of the Effective Consent Date: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES] Page 2 of 5 Consent to Assignment of CSC No.30767,as amended by Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas to QTS Investment Properties Fort Worth,LLC CITY OF FORT WORTH: ATTES By By:,�44 0- ,,'— - L - sus J. Chapa y Kayser Assistant City Manager City Secretary z. �� 1 F FO� Date: Ii�,`L APPROVED AS TO FORM AND LEGALITY: CAS By: Peter Vaky Deputy City Attorney M&C: C-28030 Form 1295 No:2016-143024 Form 1295 No:2016-142466 STATE OF TEXAS § COUNTY OF TARRANT § dam, �(oerf CUM" ,400 J BEFORE ME,the undersigned authority, on this day personally appeared JesufJ--'Chapa, Acting Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument,and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that she 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9.9 day of �orn_iufas� ,2016. EE LINDA M. HIRRLINGER No ary Public in and for ory Public,State of Texas the State of Texas mm,Expires 02-02 2018 otary ID 12414474-6 LL kxp � M. t�L r-ALr�,c1 e y Notary's Printed Name Page 3 of 5 Consent to Assignment of CSC No.30767,as amended By Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas to QTS Investment Properties Fort Worth,LLC ' e HEALTH CARE SERVICES CORPORATION, A MUTUAL LEGAL RESERVE COMPANY d/b/a Blue Cross Blue Shield of Texas: By: JasonPlesident ye Vice —Corporate Real Estate and Development Date: � /)— 1 r✓ L ATTEST: By. LLj� Denise Giovanazzi Manager,Corporate Real Estate Portfolio STATE OF ILLINOIS § COUNTY OF COOK § BEFORE ME, the undersigned authority, on this day personally appeared Jason Kaye, Vice President— Corporate Real Estate and Development of HEALTH CARE SERVICES CORPORATION, A MUTUAL LEGAL RESERVE COMPANY d/b/a BLUE CROSS BLUE SHIELD OF TEXAS, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was his act and that he executed the same as the act of HEALTH CARE SERVICES CORPORATION, A MUTUAL LEGAL RESERVE COMPANY d/b/a BLUE CROSS BLUE SHIELD OF TEXAS, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN' UNDER MY HAND AND SEAL OF OFFICE this t5ltLday of rr1 ,?016. �—o'tafublic in and for SYLVIA OVALLE the State of Illinois OFFICIAL SEAL Notary Public,State of Illinois 1' My Commission Expires June 12,2017 Nota 's Printed Name Page 4of5 Consent to Assignment of CSC No.30767,as amended by Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas to QTS Investment Properties Fort Worth,LLC QTS INVES MENT PROPERTIES FORT WORTH, LLC: By L Name: . Williams Title: Chairman an�d7 Chief Executive Officer Date: ATTEST: B� STATE OF KANSAS § COUNTY OF JOHNSON § BEFORE ME, the undersigned authority, on this day personally appeared Chad L. Williams, Chainnan and Chief Executive Officer, of QT9 INVESTMENT PROPERTIES FORT WORTH, LLC,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of QTS INVESTMENT PROPERTIES FORT WORTH,LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of December, 2016. No ary PuWk in and for the State of Kansas NOTARY PUBLIC-State of Kansas Agnieszka Carpenter Aq()�e-52- MyAppt.Expires—V7+] Notary's Printed Name Page 6 of 6 Consent to Assignment of CSC No.30767,as amended by Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas to QTS Investment Properties Port Worth,LLC CORE/0831980.0009/130602961.1 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT IVORTH COUNCIL ACTION: Approved on 12/13/2016 DATE: 12/13/2016 REFERENCE NO.: **C-28030 LOG NAME: 17BCBSASSIGN CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 37067, a Tax Abatement Agreement with Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas, to QTS Investment Properties Fort Worth, LLC (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of City Secretary Contract No. 37067, a Tax Abatement Agreement between the City and Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas, to QTS Investment Properties Fort Worth, LLC, in conjunction with the sale of the data center facility located at 14100 Park Vista Boulevard, DISCUSSION: On February 26, 2008, the City Council approved a 10-year Tax Abatement Agreement with Health Care Service Corporation d/b/a Blue Cross Blue Shield of Texas (Company) related to the construction of a data center located at 14100 Park Vista Boulevard (City Secretary Contract No. 37067 (Mayor and Council Communication (M&C) C-22688), as amended by City Secretary Contract No. 37067-A1 (M&C C-24402). The Company now wishes to sell the data center to QTS Investment Properties Fort Worth, LLC (Purchaser). As part of the proposed sale, the Company has requested an assignment of the Agreement to the Purchaser, so that the Purchaser may continue to receive the tax abatement for the remainder of the term of the Agreement. Under the Agreement, the Company is prohibited from assigning the Agreement to another party without the City Council's consent. In order to facilitate the transaction, a Consent to Assignment Agreement between the City, the Company and the Purchaser will be required. The Company has constructed all the required improvements, as set forth in the Agreement and the Purchaser will be required to meet all ongoing obligations of the Company under the Agreement. The City will continue to receive the public benefits resulting from development of this project. The data center is located in COUNCIL DISTRICT 7, Mapsco 9S. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that this action will have no material impact on City funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I ID Year Chartfield 2 http://apps.cfwnet.org/council_packet/mc review.asp?ID=24181&councildate=12/13/2016 12/29/2016 M&C Review Page 2 of 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Robert Sturns (2663) Additional Information Contact: Brenda Hicks-Sorensen (870-0154) Ana Alvarado (871-6029) ATTACHMENTS HCSC - Form 1295 (executed).pdf QTS Form 1295 Executed.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=24181&councildate=12/13/2016 12/29/2016 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-142466 Health Care Service Corporation Chicago, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is12/04/2016 being filed. City of Fort Worth,Texas Date Acknowledged: IPI1�0( 1 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 37067 Tax Abatement Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Health Care Service Corporation Chicago, IL United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. f� SYLVIA OVALLE OFFICIAL SEAL Notary Public,State of Illinois My Commission Expires Signat re of authori ed agent of contracting business entity June 12,2017 AFFIX NOTARY STAMP/SEAL ABOVE p L Sworn to and subscribed before me,by the said 3�n14ae V P—C[�C ,this the S ILL day of 20L,to certify which,witness my hand and seal of office. LZ(z� AV-L-a Q�(a �' naLtbb of officer administering oath Printed me of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 201.6-143024 QTS Investment Properties Fort Worth, LLC Overland Park,KS United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/05/2016 being filed. City of Fort Worth,Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 37067 Property Tax Abatement 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Ryan,LLC Dallas, TX United States X QTS Investment Properties Fort Worth,LLC Overland Park, KS United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. MARJORIESEIFERT MyAppNnhenl Eglres '�Stifs','� July 18,20f8 Ignature of fthorized 64ent of contracting business entity AFFIX NOTARY STAMP 1 SEAL ABOVE Sworn to and subscribed before me,by the said C? this the day of`�_��^�ra 201_,to certify which,witness my hand and seat of offi . ASig �ofofficer administeri ath Printed na of officer administering oath Title of offic administering oath Forms provided by Texas Ethics Commission vwwv.ethics.state.tx.us Version V1.0,277