HomeMy WebLinkAboutContract 42726-CA1 ice" T.-.,.2`y.'
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CONSENT TO ASSIGNMENT OF
'017 E a NOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 46623)
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 42726) ("Consent") is
made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule
municipal corporation organized under the laws of the State of Texas; OLIVER'S FINE
FOODS, INC. ("Assignor"), a Texas corporation; and ITSSUN, LLC ("Assignee"), a Texas
limited liability company.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. As of December 23, 2011 the City and Assignor entered into that certain Economic
Development Program Agreement on file in the City Secretary's Office as City Secretary Contract
No. 42726 (the "Agreement"). Under the Agreement, Assignor agreed to expend or cause to be
expended at least $1,500,000.00 improvements to and equipment in leased space at 410 Houston St.
(the "Leased Premises") for development and operation of a downtown grocery store that
specialized in prepared appetizers and meals, as more specifically set forth in the Agreement. In
order to help Assignor in the financing of these improvements and equipment purchases, the Fort
Worth Local Development Corporation (the "LDC"), a Texas non-profit corporation organized to
assist the City in its economic development efforts, made a loan to Assignor in the amount of
$450,000.00. The loan was evidenced by a Promissory Note executed by Assignor on November
30, 2011 and a Security Agreement between Assignor and the LDC dated November 30, 2011. In
order to preserve the LDC's rights under those two documents, the landlord, Sundance West
Partners, L.P., a Texas limited partnership ("Sundance West"), executed a Guaranty and a
Landlord's Waiver, both dated November 4, 2011. (For purposes of this Consent, the Promissory
Note, Security Agreement, Guaranty and Landlord's Waiver referenced above collectively shall be
referred to as the "Loan Documents"). Pursuant to the Agreement, the City agreed to pay
Assignor certain Program Grants as authorized by Chapter 380 of the Texas Local Government
Code in an amount not to exceed the amount of the LDC's loan to Assignor.
B. Section 10 of the Agreement specifically allows Assignor to assign the Agreement to
another party provided that such party (i) agrees to operate a Grocery Store (as defined in the
Agreement) on the Leased Premises, as evidenced by provision to the City of a valid lease for the
Leased Premises, and (ii) agrees to assume and be bound by all covenants and obligations of
Assignor under the Agreement. Sundance Plaza Properties LLC, a Texas limited liability company,
as successor-in-interest to Sundance West, ("Sundance") has provided the City with a copy of that
certain Retail Lease Agreement between Sundance and Assignee, dated April 30, 2017 under which
Assignee has agreed to assume all obligations of Assignor under the Loan Documents.
Accordingly, the City, Assignor and Assignee wish to enter into this Consent to memorialize that
arrangement. Assumption by Assignee under the Loan Documents, and any amendments to the
Pagel of 3
Consent to Assignment of CSC No.42726(Economic Development Program Agreement) OFFICIAL RECORD
by Oliver's Fine Foods to ITSSUN,LLC CITY SECRETARY j
FT.WORTH,TX i
Loan Documents necessary to reflect this assumption, will be made by separate instrument(s), of
even date herewith.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the City, Assignor, and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest of Assignor under the Agreement, effective as of April 30, 2017 ("Effective Date").
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 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 Assignor, whether before or
after the Effective Date, will serve to mitigate any Event of Default set forth in Section 6 of the
Agreement.
4. 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,to be effective as of the Effective Date:
[SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE]
Page 2 of 3
Consent to Assignment of CSC No.42726(Economic Development Program Agreement)
by Oliver's Fine Foods to ITSSUN,LLC
CITY OF FORT WORTH: ATTEST:
By:
Jesus J. Chapa Mary J. Kayser �4..
Assistant City Manager City Secretary l•.; `:0�
U
Date: ✓` l� _
APPROVED AS TO FORM AND LEGALITY:
�'XAS• ,
By:
Peter Vaky
Deputy City Attorney
M&C:_ none required
Form 1295 Certificate No. none required
OLIVER'S FINE FOODS, INC., a Texas corporation:
Name 6
Title:
Date:
ITSSUN,LLC, a Texas limited liability company:
By:
Name:
Title:
Date:
Page 3 of 3 OFFICIAL RECORI)
Consent to Assignment of CSC No.42726(Economic Development Program Agreement) CITY 3ECRETARY
by Oliver's Fine Foods to ITSSUN,LLC
FT. WORTH$TX
• s
CITY OF FORT WORTH: ATTEST:
By: By:
Jesus J. Chapa Mary J. Kayser
Assistant City Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: none required
Form 1295 Certificate No. none required
OLIVER'S FINE FOODS,INC., a Texas corporation:
By:
Name:
Title:
Date:
ITSSUN LLC, exas limited liability company:
By:
Name.-):) ri
Title: ^�
Date:
EOFFICIALRDPage 3 of 3 RYConsent to Assignment of CSC No.42726(Economic Development Program Agreement)by Oliver's Fine Foods to ITSSUN,LLC X