HomeMy WebLinkAboutContract 33553 r t
CITY SECRETARY
-O TSA(-T N6. _C�&
ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 33503
This Assignment of Contract is made and entered into by and between Ability
Resources, Inc. ("Assignor" or "ARI")) and Integrated Living Spaces, Inc. ("Assignee"
or "ILSI") and the City of Fort Worth ("City"). (Sometimes ARI, ILSI and City are
referred to individually as a"Party" and collectively as the "Parties".)
RECITALS
A. ARI applied for Capital Advance Financing from the United States Department of
Housing and Urban Development ("HUD") in accordance with Section 811 of the
National Affordable Housing Act of 1990, as amended, (42 USC 8013 et seq.)
(the "Section 811 Program") in the amount of FIVE HUNDRED EIGHTY-TWO
THOUSAND ONE HUNDRED AND NO/100 DOLLARS ($582,100.00) to
assist in the financing of the construction of the Willow Bend Creek Apartments,
a multifamily rental housing project for persons with disabilities (the "Project").
B. ARI and City entered into City Secretary Contract No. 33503 (the "Contract")
dated May 15 in which City agreed, pursuant to the terms of the Contract, to
furnish ARI with CDBG Funds totaling FIFTY FIVE THOUSAND AND
NO/100 DOLLARS ($55,000.00) to be used for the development of certain
infrastructure necessary for the construction of the Project. The Contract was
approved by the City Council in M&C C-21257 on January 19, 2006.
C. The Section 811 Program requires that Capital Advance Funding be made only to
eligible single-purpose nonprofit organizations, therefore ARI created Integrated
Living Spaces, Inc., a Texas non-profit corporation and sole asset entity, for the
purpose of owning and managing the Project and the real property on which it is
situated for a minimum of forty (40) years. HUD issued a Firm Commitment for
Capital Advance Funding to ILSI for the Project. ARI and ILSI have the same
Board of Directors.
D. Performance of the CDBG National Objective of serving low income citizens
must be secured for the five (5) year period required in the Contract by ILSI, as
owner of the real property, executing a Note in favor of City in the amount of the
CDBG Funds, secured by a subordinate Deed of Trust to be filed against the real
property more particularly described in the Contract on which the Project is to be
constructed. City's Deed of Trust will be subordinate to the Se
financing provided by HUD and subject to all of the special o' P 1b
Section 811 Program.
E. The City Manager or his or her designee is permitted to amend the Cont�41ii,
necessary in order to achieve Project goals provided the amendment is-within-the
scope of the Project and in compliance with applicable laws and regulations. City
ordinances, policies and regulations permit assignment of contracts without
ASSIGNMENT 1 Rev.05-26-06
Ability Resources,Inc. Page 1
06-01-06 P03 : 13 IN
further City Council approval unless the contract or M & C in question
specifically requires City Council approval. City and ARI have determined that
the Contract shall be assigned to ILSI in order to comply with the requirements of
the Section 811 Program and to achieve the Project goals and that such
assignment is in compliance with applicable laws and regulations, including
applicable City ordinances,policies and procedures, and CDBG Regulations.
F. ARI wishes to assign all of its rights and interests and delegate its duties and
obligations as such rights, interests, duties and obligations pertain to the Contract
and ILSI desires to accept such assignment of rights and interests and assume
such delegation of duties and obligations.
G. Section 10 of the Contract permits its assignment with City's written approval.
City finds that approving this Assignment will further the CDBG National
Objective of benefiting low income Citizens.
AGREEMENT
NOW THEREFORE, in consideration of the mutual terms and conditions herein
contained and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
1. Assignment. Assignor hereby ASSIGNS, TRANSFERS AND CONVEYS all
rights and interests and delegates its duties and obligations under the Contract to
Assignee.
2. Acceptance. Assignee hereby accepts the Assignment granted herein, and assumes
all of Assignor's rights, duties and obligations arising under the Contract.
3. Authority. Assignor has full right, power and authority to enter into this
Assignment, to make the representations set forth herein, and to carry out
Assignor's obligations hereunder. Assignee has the full right, power and authority
to enter into this Assignment, to make the representations set forth herein, and to
carry out Assignee's obligations hereunder.
4. Effective Date. The effective date of this Assignment shall be the date of its
execution ("Effective Date"). All rights, duties and obligations under the Contract
arising, accruing or relating to the period before the Effective Date are allocated to
Assignor and all rights, duties and obligations arising, accruing or relating to the
period thereafter shall be allocated to Assignee.
5 Release and Surrender of Assignor. Except as otherwise expressly set forth in this
Assignment, Assignor will be discharged from any and all further obliga
the Contract as of the Effective Date.
ASSIGNMENT2 OA 04 ---
Ability Resources,Inc. Page 2
6. Representations. Assignor represents, warrants and covenants with Assignee that
as of the Effective Date, that Assignor is not in default under any of its obligations
contained in the Contract.
7. City's Consent. City hereby consents to this Assignment upon the terms and
conditions set forth herein. Unless and until City has executed this Assignment, this
Assignment is of no effect. The consent granted herein should not be construed as
consent to any further assignment. The failure or delay of City in seeking to
enforce any provisions of the Contract or this Assignment should not be deemed a
waiver of rights or remedies that City may have or a waiver of any subsequent
breach of the terms and provisions therein or herein contained.
8. Notices. Any notice given by any Party to another Party hereto must be given in the
manner required under the Contract. The addresses set forth below supercede any
addresses for notices set forth in the Contract.
CITY OF FORT WORTH:
City of Fort Worth
C/O Housing Department
1000 Throckmorton
Fort Worth, Texas 76102
ASSIGNEE:
Integrated Living Spaces, Inc.
6040 Camp Bowie Blvd, #31
Fort Worth, Texas 76116
ASSIGNOR:
Ability Resources, Inc.
6040 Camp Bowie Blvd., #31
Fort Worth, TX 76116
9. Successors. Except as herein otherwise provided, this Assignment will be binding
upon and inure to the benefit of the Parties, and their respective heirs, executors,
administrators, successors and assigns.
10. Counterparts. This Assignment may be executed in multiple counterparts, each of
which, once executed, will be an original and fully-binding on the Parties so
executing; and all such counterparts together constitute one and the same
agreement.
11. Binding Offer. This Assignment will be not be binding until execut _
22,
delivered by all three Parties.
C:471
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ASSIGNMENT 3 Rev. - -
Ability Resources,Inc. Page 3
IN WITNESS WH F OF, the Parties have executed this Assignment in
multiple originals on (�� /� , 200 (the "Effective Date").
ASSIGNOR: Ability Resources, Inc.
By:
William Vller, Secretary
ASSIGNEE: Integ ed Living Spaces, Inc.
By: A
William pler, Secretary
CITYOF F RT O H
By:
DaleFi e r
Assisfn ger
ATTEST:
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City lecretary NO M&C RE-QUIRED
APP VED AS TO FORM AND LEGALITY:
S . Va"4,A�
Assistant City Attorney
lir'r �CJGt1 C;7 "12
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ASSIGNMENT 4 Rev.05-26-06
Ability Resources,Inc. Page 4
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2006
Pay ' Dale A. Fisseler, the Assistant City Manager of the Cit of Fort Worth, on behalf of
�� the City of Fort Worth. '
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Texas
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NOTARY PUBLIC
STATE OF TEXAS
of s�*P My Comm.Exp.12-14-2009
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on O 2006
by William Fuller, Secretary of Ability Resources, Inc., a Texas n -profit corporation, on
behalf of said corporation.
Not ��mWk State of Texas
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STATE OF TEXAS § ''�,,�•••'•�;XP�R s•'•\\�.�`
COUNTY OF TARRANT § ��i��i11111ii�100���\\\\
This instrument was acknowledged before me on a. 30 , 2006
by William Fuller, Secretary of Integrated Living Spaces, Ric., a Texas non-profit
corporation, on behalf of said corporation.
Notary ublic, State of Texas
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ASSIGNMENT 5 Rev. 05-26-06
Ability Resources,Inc. Page 5
FORTWORTH
INTEROFFICE CORRESPONDENCE
DATE: May 26, 2006
TO: Dale A. Fisseler, Assistant City Manager
FROM: Vicki S. Ganske, Sen' r Assistant i Attorney
817-392-7765 �
SUBJECT: Assignment of City Secretary Contract No. 33503
With Ability Resources, Inc.
Ability Resources Inc. ("ARI") applied for $582,100.00 in Capital Advance Funding from
HUD for a Section 811 loan to build the Willow Bend Creek Apartments, a multifamily
housing project for persons with disabilities. ARI also applied for $55,000.00 in CDBG
funds from the City to make up the shortfall in construction costs. The CDBG funds are to
be used for infrastructure. The City Council approved M&C 21257 on January 19, 2006.
The contract with ARI was effective May 15, 2006. After Jack Stark, HUD's attorney
reviewed all of the documents he decided that he wanted the contract to be between the
City and Integrated Living Spaces, Inc., the single asset entity that ARI created to own and
operate the project as required by HUD Section 811 requirements. ARI and Integrated
Living Spaces have the same Board of Directors.
I prepared as Assignment of the contract from ARI to Integrated Living Spaces to satisfy
HUD's requirements. This assignment does not violate any CDBG regulations or in any
way disadvantage the City or its ability to enforce the CDBG requirements. I have already
prepared a Note and subordinate Deed of Trust which will be executed and recorded at
closing of the Section 811 loan. ARI remains involved in this project both because
Integrated Living Systems is an affiliate, but also because it is the Section 811 sponsor of
this project.
Please do not hesitate to call me if you have any questions about this.
Thank you.
S!�
Attachments: Fear originals of Assignment
Copy of M&C 21257
Copy of CS Contract No. 33503
C: Jerome Walker, Director Housing Department7 r�1C7,1 it I aS vlUa'
Charles Cumby, Housing Department C 1 TY �EC,11�1,,frV
OFFICE OF THE CITY ATTORNEY
THE CITY OF FORT WORTH'1000 THROCKMORTON STREET'FORT WORTH,TEXAS 76102
(817)871-7600 - FAX(817)871-8359