HomeMy WebLinkAboutContract 33343-CA2 ary=RETAW.M' 2
CONTRACT i,i0.
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; LEGACY CAPITAL PARTNERS II, LTD., a Texas limited partnership
("Assignor"), successor in interest to Presidio Vista I, LTD.
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 Presidio Vista I, Ltd. In accordance with Section 4.1 of the
Agreement, Presidio Vista L Ltd.was entitled to receive a reimbursement of all sums funded for the
City's share in the cost of Phase IA. The total Reimbursement Amount was $3,269,805.62 plus
interest per the Agreement, payable by the Board in installments calculated in accordance with the
Agreement.
C. By Consent of the Board and the City,the Agreement was assigned by Presidio Vista I,Ltd.,
to Legacy Capital partners II Ltd (50%), Granite Land Company(49%) and GLC Fort Worth LLC
(10/6), through a Consent to Assignment Agreement on file in the City Secretary's Office as City
Secretary Contract No. 33343-CAI (the"First Assignment").
D. To date, the Board has paid Assignor aggregate installments of $485,918.00 toward the
Reimbursement Amount, leaving a remaining principal balance of$3,104,895.62,plus interest 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
Page 1 of OFFICIAL RECORD
2016 Consent to Assignment of Tax Increment Financing Development Agreement
by Legacy Capital Partners 11,Ltd.,to Aberg Family Tnist and SDS Legacy LLC CITY SECRETARY
r � �'""3 FT, WORTH, TX
40 t e11-vlvl.w
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.
D. Assignor wishes to assign its portion of all right,title and interest in the Agreement to Aberg
Family Trust and SDS Legacy LLC (collectively, the "Assignees") in the following proportions:
50% to Aberg Family Trust and 50% to SDS Legacy LLC. 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 consent to an assignment by Assignor to Assignees of its
portion of all right, title and interest granted to Developer by the Agreement, in the following
proportions: 50%to Aberg Family Trust and 50%to SDS Legacy LLC, , 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"). In total, this causes
assignment of the original agreement to be as follows: 25% Aberg Family Trust, 25% SDS
Legacy LLC, 49%Granite Land Company, and 1%GLC Fort Worth LLC.
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.
Page 2 of 5
2016 Consent to Assignment of Tax Increment Financing Development Agreement
by Legacy Capital Partners II,Ltd.,to Aberg Family Trust and SDS Legacy LLC
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]
BOARD OF DIRECTORS OF TAX INCREMENT
REINVESTMENT ZONE NUMBER SEVEN,
CITY OF FORT WORTH,TEXAS:
By:
Cary Moon
Chair
Date: q •l S �i
CITY OF FORT WORTH:
By:
Jesus"Jay"Chapa
Assistant City
Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
B : /IoI
L�6�
Maleshia Far r
Senior Assistant City Attorney
0•
V 8�
Mary J. se 11Ci SecretarY � 000 `
XASF
Page 3 of 5
2016 Consent to Assignment of Tax Increment Financing Development Agreement
by Legacy Capital Partners q Ltd.,to Aberg Family Tnist and SDS Legacy LLC OFFICIAL RECORD
CITY SECRETARY
FT, WORTH,TX
ASSIGNOR: LEGACY CAPITAL PARTNERS II,LTD., a Texas limited partnership:
By: Legacy Capital Company II, a Texas
corporation and its sole general partner:
By:
_ 4L z 11',- r:�4,=-
Steven D. Saxon
President
Date: S U, &, 2
ASSIGNEE:
ABERG FAMILY ST dat 3/23/2004
By:
Peter M.Aberg,T
Date: (e Zo <G
ASSIGNEE:
SDS LEG Y LLC,a Tex s limited liability company
By:
Steven D. Saxon, Sole Member
Page 4 of 5
2016 Consent to Assignment of Tax Increment Financing Development Agreement
by Legacy Capital Partners II,Ltd.,to Aberg Family Trust and SDS Legacy LLC
EXHIBIT"A"
THE ASSIGNMENT
Page 5 of 5
2016 Consent to Assignment of Tax Increment Financing Development Agreement
by Legacy Capital Partners II,Ltd.,to Aberg Family Trost and SDS Legacy LLC
ASSIGNMENT OF
TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
(this "Agreement") is made as of the 30th day of June, 2015, by and between LEGACY CAPITAL
PARTNERS II,LTD., a Texas limited partnership ("Assignor"), and ABERG FAMILY TRUST dated
3/23/2004, Peter Aberg & Susan Aberg, Trustees, and SDS LEGACY LLC, a Texas limited liability
company(each an"Assignee"and collectively,the"Assignees").
RECITALS:
WHEREAS, Presidio Vista I Ltd., the Board of Directors of Tax Increment Reinvestment Zone
Number Seven,City of Fort Worth(the `Board'I and the City of Fort Worth entered into that certain Tax
Increment Financing Development Agreement (the "TIF Agreement') regarding Presidio Vista I Ltd.'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, Presidion Vista 1 Ltd. 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 Presidio Vista I Ltd.'s funding of the Project Costs;
WHEREAS, each of the Assignees owns a partnership interest in the Assignor, which has
previously had its pro-rata interest assigned to it from Presidio Vista I Ltd.;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:
Aberg Family Trust dated 3/23/2004 Fifty percent(50%)
SDS Legacy LLC Fifty Percent(50%).
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.
I. 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:
LEGACY CAPITAL PARTNERS H,LTD.,
a Texas limited partnership
By: Legacy Capital Company II,
a Texas corporation,
its sole general partner
By: (�LZ t�-= 4Kt �
Name: Steven D. Saxon
Title: President
ASSIGNEE:
ABERG FAMILY TRUST dated 3/23/2004
r
By: L
Name: Peter M.Aberg C�--
Title:Trustee
ASSIGNEE:
SDS LEGACY LLC,
a Texas limited liability company
By:
Name: Steven D. Saxon
Title: Sole Member