HomeMy WebLinkAboutContract 33343-CA1 CITY SECRETARY
CONTRACT NO. 333 3-C-N
CONSENT TO ASSIGNMENT OF
TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
(City Secretary Contract No.33343)
This CONSENT TO ASSIGNMENT OF TAX INCREMENT FINANCING
DEVELOPMENT AGREEMENT ("Consent") is made and entered into by and between the
BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER
SEVEN, CITY OF FORT WORTH, TEXAS (the "Board"), an administrative body appointed
in accordance with Chapter 311 of the Texas Tax Code to oversee the administration of Tax
Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas(the "TIF District"), a
reinvestment zone designated by ordinance of the City of Fort Worth, Texas; the CITY OF
FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of
the State of Texas; PRESIDIO VISTA I, LTD., a Texas limited partnership ("Assignor");
LEGACY CAPITAL PARTNERS II, LTD., a Texas limited partnership ("Legacy Capital");
GRANITE LAND COMPANY, a California corporation ("Granite Land"); and GLC FORT
WORTH,LLC, a Texas limited liability company("GLC").
The following introductory provisions are true and correct and form the basis of this
Consent:
A. The Board, the City, and Assignor previously entered into that certain Tax Increment
Financing Development Agreement dated as of March 21, 2006, a public document on file in the
City Secretary's Office as City Secretary Contract No. 33343 (the "Agreement"). Under the
Agreement, the Board, the City, and Assignor agreed to a process for the financing of construction
in phases of certain public improvements, namely the extension of North Tarrant Parkway between
U.S. Highway 287 and Interstate Highway 35-W and certain interchanges between North Tarrant
Parkway and U.S. Highway 287 (defined in the Agreement collectively as the "Public
Improvements"),all as more specifically set forth in the Agreement.
B. As of the date of this Consent, Phase IA of the Public Improvements, as defined in the
Agreement, has been completed by Assignor. In accordance with Section 4.1 of the Agreement,
Assignor was entitled to receive a reimbursement of all sums funded by Assignor for the City's
share in the cost of Phase IA. The total Reimbursement Amount was$3,269,805.62,payable by the
Board in installments calculated in accordance with the Agreement. To date, the Board has paid
Assignor aggregate installments of $164,910.00 toward the Reimbursement Amount, leaving a
remaining balance of$3,104,895.62 to be paid pursuant to the Agreement.
C. Section 10 of the Agreement allows Assignor to assign the Agreement to another party or
parties without the consent of the Board or the City provided that (i) Assignor has funded the total
amounts that Assignor is required to fund under the Agreement and (ii) any assignees execute a
written agreement with the City pursuant to which the assignees agree to be bound by all terms and
conditions of the Agreement.
Pagel of4 OFFICIAL RECORD
Consent to Assignment of Tax Increment Financing Development Agreement CITY SECRETARY
by Presidio Vista I,Ltd.to Legacy Capital Partners II,Ltd.,Grant Land Company,and GLC ort y
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1 1 -19- 1 Algl
D. Assignor wishes to assign all right, title and interest in the Agreement to Legacy Capital,
Granite Land, and GLC (collectively, the "Assignees") in the following proportions: 50% to
Legacy Capital, 49% to Granite Land, and 1% to GLC. Although all phases of the Public
Improvements have not been completed, the phase that Developer elected to fund in accordance
with the process outlined in Section 3.1, Phase IA, has been fully completed. No other phase is
required to be funded under the Agreement. Therefore, Assignor has the right to assign the
Agreement as set forth in Section 10.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the Board, the City,Assignor, and Assignees agree as follows:
1. The Board and the City hereby consents to an assignment by Assignor to Assignees of all
right, title and interest granted to Developer by the Agreement, in the following proportions:
50% to Legacy Capital, 49% to Granite Land, and 1% to GLC, effective as of the later of the
date on which the Board, the City, Assignor, and Assignees have all executed this Consent or the
effective date of the Assignment attached hereto as Exhibit "A" (the "Assignment"), which is
hereby made a part of this Consent for all purposes("Effective Date").
2. The Board and the City consent to the Assignment expressly upon the promise and
covenant by Assignees, and Assignees hereby promise and covenant to the Board, that as of the
Effective Date Assignees,jointly and severally, will be bound by the Agreement and will comply
with all duties and obligations of Developer set forth in the Agreement.
3. By execution of this Consent, the City does not ratify or endorse any agreement or
representation between Assignor and any of the Assignees; grant any of the Assignees any rights
greater than those granted to Assignor under the Agreement; or consent to any amendment to the
Agreement.
4. Assignees understand and agree 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 7 of the
Agreement.
5. By execution of this Consent, the City does not waive any of its governmental powers or
rights of sovereign immunity. The provisions and conditions of this Consent are solely for the
benefit of the parties hereto, and are not intended to create any rights, contractual or otherwise, to
any other person or entity.
6. 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 TWO (2) PAGES]
Page 2 of 4
Consent to Assignment of Tax Increment Financing Development Agreement
by Presidio Vista I,Ltd.to Legacy Capital Partners II,Ltd.,Grant Land Company,and GLC Fort Worth,LLC
BOARD OF ORS OF TAX INCREMENT
INV ONE NU BER SEVEN,
ITY O R ORTH, T AS:
By:
anny 3�carth
Chair /
Date: ( I
CITY OF FORT WORTH:
By: Attested by:
Fernando Costa
Assistant City Manager
Date: 18111 Marty Hendrix, ity Secretary
pab
0 000Qo .
APPROVED AS TO FORM AND LEGALITY: �o opo 0004.
4+k�.
Id Akio
By:
Peter Vaky
Deputy City Attorney
y
PRESIDIO VISTA I, LTD., a Texas limited partnership:
By: GLC Fort Worth, LLC, a Texas limited
liability 7/r;7/z/:
n s sole general partner:
By: ,[��`----
Na e:
Tit,e:
Date:
Mike McKernan
DIRECTOR OF OPERATIONS
GRANITE LAND COMPANY
Page 3 of 4 OFFICIAL RECORD
Consent to Assignment of Tax Increment Financing Development Agreement CITY SECRETARY
by Presidio Vista I,Ltd.to Legacy Capital Partners II,Ltd.,Grant Land Company,and GLC Forl WollL LLC WORTH, TX
LEGACY CAPITAL PARTNERS II,LTD., a Texas limited partnership:
By: Legacy Capital Company II, a Texas
corporation and its sole general partner:
By:4 "L 6,
Steven D. Saxon
President
Date: (D /- � / (.I
GRANITE LAND COMPANY, a California corporation:
By:
4Nae:
Title:
Date:
DIRECTOR OF OPERATIONS
GRANITE :-,1?;D COMPANY
GLC FOR WO C, a Texas limited liability company:
Na e:
Ti e:
Date:
Mike McKernan
DIREST-n^ OF OPERATIONS
^F.1, "'� COMPANY
Page 4 of 4 OFFICIAL RECORD
Consent to Assignment of Tax Increment Financing Development Agreement nn,
4CRETARY
by Presidio Vista I,Ltd.to Legacy Capital Partners II,Ltd.,Grant Land Company,and GLC Fort Wort 1-
FT.
FT. WORTH, TX
Exhibit"A"
The Assignment
Consent to Assignment of Tax Increment Financing Development Agreement
by Presidio Vista I, Ltd.to Legacy Capital Partners II, Ltd., Grant Land Company, and GLC Fort Worth,LLC
ASSIGNMENT OF
TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
(this "Agreement') is made as of the��`day of September, 2011, by and between PRESIDIO VISTA
I, LTD., a Texas limited partnership ("Assignor"), and LEGACY CAPITAL PARTNERS 11, LTD., a
Texas limited partnership, GRANITE LAND COMPANY, a California corporation and GLC FORT
WORTH, LLC, a Texas limited liability company (each an "Assignee" and collectively, the
"Assignees").
RECITALS:
WHEREAS, Assignor, the Board of Directors of Tax Increment Reinvestment Zone Number
Seven, City of Fort Worth (the "Board") and the City of Fort Worth entered into that certain Tax
Increment Financing Development Agreement (the "TIFAgreenrent") regarding the Assignor's funding
of certain Public Improvements in connection with a certain Development Site;
WHEREAS, all terms beginning with an initial capital letter and not otherwise defined shall have
the meaning ascribed to it in the TIF Agreement.
WHEREAS, pursuant to the TIF Agreement, Assignor is entitled to reimbursement from the
Board out of Available Development Site TIF Funds for Project Costs incurred by Assignor (the
"Reimbursement Amount') in consideration of Assignor's funding of the Project Costs;
WHEREAS, each of the Assignees owns a partnership interest in the Assignor; and
WHEREAS, Assignor desires to assign the Reimbursement Amount, together with all other
rights, titles and interests of Assignor in and to the TIF Agreement to the Assignees in proportion to their
respective interests in the Assignor(the "Interests") as follows:
Legacy Capital Partners II, Ltd. Fifty percent (50%)
Granite Land Company Forty-Nine Percent (49%)
GLC Fort Worth, LLC One percent (I%).
NOW, THEREFORE, in consideration of distribution in kind of an asset of the partnership,
Assignor hereby irrevocably assigns, transfers and sets over to the Assignees, pro rata in accordance with
their respective Interests, the Reimbursement Amount, to be paid as and when due to Assignor under the
TIF Agreement,together with all other rights,titles and interests in and to the TIF Agreement.
1. Assignees hereby accept the foregoing assignment and agree severally to be bound by all
duties and obligations (if any remain) of Assignor under the TIF Agreement.
2. This Assignment shall be binding upon and shall inure to the benefit of Assignor, each
Assignee and their respective successors and assigns.
3. This Assignment shall be governed by and construed in accordance with the laws of the State
of Texas.
4. This Assignment may be executed in any number of counterparts, each of which so executed
shall be deemed original; such counterparts shall together constitute but one agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment as of the
date first above written.
ASSIGNOR:
PRESIDIO VISTA I, LTD.,
a Texas limited partnership
By: GLC Fort Worth, LLC,
a Texas limited liability company,
its sole general partner
By:
Name: Mik ernan
Title: fOH OF OPERATIONS
GRANITE LAND eOMPANY
ASSIGNEE:
GLC FORT WORTH,LLC,
a Texas limited liability company,
its sole general partner
By:
Name: Mik ernan
Title: GRANITE L,NN[) CQ M RA N Y
ASSIGNEE:
GRANITE LAND COMPANY,
a California corporation
BY. `
Name: e
McKernall
ECTOR OF OPERATIONS
Title: rzRetiiTE I.AF;O COMPANY
OMCI L RECORD
CITY SECRETARY
FT. WORTH, TX
Page 2
ASSIGNEE:
LEGACY CAPITAL PARTNERS II,LTD.,
a Texas limited partnership
By: Legacy Capital Company II,
a Texas corporation,
its genera a ner
By: ( �\VA -/k J;V��
Steven D. Saxon,President
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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