HomeMy WebLinkAboutContract 32423 r .{
R Y3w�6
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 30735)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
30735 ("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;
RAILHEAD INDUSTRIAL PARK INVESTORS, L.P. ("Railhead"), a Texas limited
partnership; and ZEPHYR RAIL INDUSTRIAL, L.P. ("Zephyr"), a Texas limited
partnership.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. As of October 15, 2004 the City and Railhead entered into that certain Economic
Development Program Agreement on file in the City Secretary's Office as City Secretary Contract
No. 30735 (the "Agreement"). Under the Agreement, Railhead (i) agreed to construct certain
Infrastructure Improvements in and around a then-unimproved portion of the Railhead Business
Park (that portion hereinafter referenced as the "Development Site"); (ii) agreed to construct
certain real property improvements on the Development Site and a portion of the Railhead Business
Park south of the Development Site (collectively, the "Source Property"); (iii) committed to make
certain expenditures in the construction of the Infrastructure Improvements; (iv) committed to make
certain expenditures in the construction of the Source Property Improvements and to maintain
certain employment levels within the Source Property Improvements; and (v) agreed to provide
certain funding to the Fort Worth Opportunity Center, all as provided by and in accordance with the
Agreement. In return, the City agreed to pay Railhead certain Program Grants as authorized by
Chapter 380 of the Texas Local Government Code and outlined in the Agreement.
B. Section 12 of the Agreement specifically allows Railhead to assign the Agreement to
another party conditioned on (i) the prior approval of the assignee and a finding by the City Council
that the assignee is financially capable of completing the Infrastructure Improvements required by
the Agreement and (ii) execution by the assignee of a written agreement pursuant to which the
assignee agrees to assume all covenants and obligations of Railhead under the Agreement.
C. Railhead wishes to sell all Source Property that has not been sold to other parties since the
effective date of the Agreement and all improvements thereon to Zephyr and to assign all right, title
and interest in the Agreement to Zephyr. The City is willing to consent to an assignment of the
Agreement to Zephyr solely in accordance with this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the City, Railhead and Zephyr agree as follows:
Consent to Assignment of CSC No. 30735
by Railhead Industrial Park Investors,L.P.to Zephyr Rail Industrial,L.P.
o�
1. The City hereby consents to an assignment by Railhead to Zephyr of all right, title and
interest granted to Zephyr by the Agreement, effective as of the date on which the City, Railhead
and Zephyr have all executed this Consent ("Effective Date").
2. As part of the City Council's authorization for execution of this Consent, the City
Council has made a finding that Zephyr is financially capable of completing the Infrastructure
Improvements required by the Agreement.
3. The City consents to such assignment expressly upon the promise and covenant by
Zephyr, and Zephyr hereby promises and covenants to the City, that as of the Effective Date
Zephyr will comply with all duties and obligations of Railhead set forth in the Agreement.
4. Zephyr understands and agrees that no act or omission of Railhead, whether before or
after the Effective Date, will serve to mitigate (i) any event of default set forth in Section 8.2.1 of
the Agreement or (ii) any failure to meet any or all of the numerical commitments for
construction spending on the Infrastructure Improvements required by the Agreement, for
construction spending on the Source Property Improvements and for employment on the Source
Property, as set forth in Sections 5.1.2, 5.1.3, 5.2.1, 5.2.2.1, 5.3.1 and 5.3.2 of the Agreement.
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:
CITY OF FORT WORTH: ATTEST:
By: By: N� "
Dale Fisseler ' 43rtd. Marty Hendrix
Assistant City Manager City Secretary
Date: 2/02
APPROVED AS TO FORM AND LEGALITY:
By:_
Peter Vaky
Assistant City Attorney
M&C: C-20S-*o 7-/9-o.5-
NCO
Consent to Assignment of CSC No. 30735 _� ��?h�L�'��?
by Railhead Industrial Park Investors,L.P.to Zephyr Rail Industrial,L.P. !U ;�:� U?U��t u
RAILHEAD INDUSTRIAL PARK INVESTORS, L.P.:
By:Railhead IP Genpar,LLC,
a Texas limited liability company and
its sol netal par*er '
Y•
B William V. Bo
Manager
Date:
—;
ZEPHYR RAIL INDUSTRIAL,L.P.:
By:Loadstar, Inc.
a Delaware corporation and
its sole general partn
By:
T. Patrick Duncan
Senior Vice President
Date: O
N
Consent to Assignment of CSC No. 30735I��b Railhead Industrial Park Investors L.P.to Ze h Rail Industrial L.P. "�Y P Yr rUl
ASSIGNMENT AND ASSUMPTION
OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
For valuable consideration, the receipt and sufficiency of which are
acknowledged, RAILHEAD INDUSTRIAL PARK INVESTORS, L.P., a Texas limited
partnership ("Assignor") assigns to ZEPHYR RAIL INDUSTRIAL, L.P., a Texas limited
partnership ("Assignee") all of Assignor's right, title and interest in and under the Economic
Development Program Agreement ("380 Agreement') dated October 15, 2004, by and between
the City of Fort Worth and Assignor and filed with the City of Fort Worth under City Secretary
Contract No. 30735. Assignee assumes and agrees to comply with all of Assignor's obligations
and covenants under the 380 Agreement from and after the effective date of this Assignment.
This Assignment may be executed and delivered in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original and all of which shall
constitute one and the same instrument.
As ignor and Assignee have executed this Assignment to be effective as of the
�a�" day of , 2005.
ASSIGNOR: RAILHEAD INDUSTRIAL PARK INVESTORS, L.P.,
a Texas limited partnership
By: Railhead IP GenPar, LLC,
its ge eal partner
By: �---.
William V. Boecker, Manager
ASSIGNEE: ZEPHYR RAIL INDUSTRIAL,L.P.,
a Texas limited partnership
By Loadstar, Inc.,
a Delaware corporation, its general partner
By:
T. Patrick Duncan, Senior Vice President
CONSENT OF CITY: tram
Agreement dated October 15, 2004, by and between the City of Fort Worth an i ead
Industrial Park Investors, L.P. and filed with the City of Fort Worth u ity Secretary
Contract No. 30735, the City of Fort Worth consents to the abo ssignment and releases
Railhead Industrial Park Investors, L.P. from any obli s thereunder accruing after the
effective date hereof.
CITY OF FORT WORTH See Consent to Assignment of
Economic Development Program Agreement
(City Secretary Contract No. 30735
By: attached
Name:
Titre7'
Assignment of 380 Economic Development Agreement(3)(2).DOC f�� cs cJ :�l 3 GSo
M&C Request Review Page 1 of 2
YY MM w■ CFWNet. o rg FOR WOR 111
Hante I Councill Agenda I N&C I Employee Directory I Morning Report I Ads I PRS I IT Online I Departments I Sft Map
Print M&C
COUNCIL ACTION: Approved on 7/19/2005
DATE: 7/19/2005 REFERENCE NO.: **C-20840 LOG NAME: 17RAILHEAD
CODE: C TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Consent to Assignment of Economic Development Program Agreement(City Secretary Contract
No. 30735) by Railhead Industrial Park Investors, L.P., to Zephyr Rail Industrial, L.P.
RECOMMENDATION:
It is recommended that the City Council:
1. Consent to the assignment of an Economic Development Program Agreement(City Secretary Contract No.
30735) by Railhead Industrial Park Investors, L.P. to Zephyr Rail Industrial, L.P.;
2. Find that Zephyr Rail Industrial, L.P. is financially capable of completing certain infrastructure
improvements required by City Secretary Contract No. 30735; and
3. Authorize the City Manager to execute a Consent to Assignment Agreement with Railhead Industrial Park
Investors, L.P. and Zephyr Rail Industrial, L.P.
DISCUSSION:
On August 31, 2004, (M&C C-20185)the City Council authorized the City Manager to execute an Economic
Development Program Agreement (the Agreement)with Railhead Industrial Park Investors, L.P.
(Railhead). The Agreement is on file in the City Secretary's Office as City Secretary Contract No. 30375.
Pursuant to the Agreement, Railhead agreed, among other things, to develop that portion of the Railhead
Industrial Park north of Northeast Loop 820 and certain other undeveloped portions of the Railhead Industrial
Park. Railhead also agreed to construct infrastructure necessary to foster development of these unimproved
areas of the Railhead Industrial Park, including streets, street lighting and a rail spur(the Infrastructure
Improvements). In return, the City agreed to pay Railhead certain economic development grants authorized
by Chapter 380 of the Texas Local Government Code.
Railhead now wishes to assign its benefits and obligations under the Agreement to Zephyr Rail Industrial,
L.P. (Zephyr). The Agreement allows an assignment by Railhead only if the City Council approves the
transaction and finds that the proposed assignee is financially capable of completing the Infrastructure
Improvements. Zephyr's general and capital limited partners are both subsidiaries of the insurance
corporation United Services Automobile Association (USAA). In addition, the Infrastructure Improvements
are almost complete. Therefore, City staff has no objection to Railhead's request to assign the Agreement to
Zephyr. Pursuant to the recommended Consent to Assignment Agreement, Zephyr will assume all duties
and obligations of Railhead under the Agreement.
The Railhead Industrial Park is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
http://www.cfwnet.org/council packet/mc review.asp?refnum=C-20840 9/13/2005
M&C Request Review Page 2 of 2
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler(6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Peter Vaky (7601)
ATTACHMENTS
http://www.cfwnet.org/council packet/mc review.asp?refnum=C-20840 9/13/2005