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Home My WebLink AboutContract 35331, . ��,,��_�� '.�� i i �.��:L,� i� �.�C'J�� 'e�i� � � �� _ CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 26341, AS AMENDED AND PREVIOUSLY ASSIGNED) This CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT ("Consent Agreement") is 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; COTTON DEPOT ASSOCIATES, L.P. ("Assignor"), a Texas limited partnership acting by and through Carleton Realty Advisors, Inc., a Texas corporation and Assignor's sole General Partner; and THE FORT WORTH DEPOT, LLC ("Assignee"), a Texas limited liability company. The following statements are true and correct and form the basis upon which the parties have entered into this Consent Agreement: A. The City and Cotton Depot, LLC previously entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract ("CSC") No. 26341, as amended by CSC No. 28283 (together, the "Abatement Agreement"). Under the Abatement Agreement, Cotton Depot, LLC agreed to construct at least two hundred (200) residential urban lofts and live/work spaces, as more specifically provided in the Abatement Agreement, on property that Cotton Depot, LLC owned in the downtown area of the City (the "Premises"). In return, the City agreed to abate up to one hundred percent (100%) of the real property taxes generated from the increase in the taxable value of the Premises, all as more specifically provided in the Abatement Agreement. B. The City consented to an assignment by Cotton Depot, LLC of all its right, title and interest in the Abatement Agreement to Assignor, effective as of November 18, 2003, as more specifically set forth in that certain Consent to Assignment of Tax Abatement Agreement between the City, Cotton Depot, LLC and Assignor on file in the City Secretary's Office as CSC No. 29382. C. Assignor now has sold or is under contract to sell the Premises to Assignee. Both Assignor and Assignee have requested that the City consent to an assignment by Assignor of all of Assignor's right, title and interest in the Abatement Agreement to Assignee. Under Article VI of the Abatement Agreement, Assignor is prohibited from assigning the Abatement Agreement to another non-affiliate party unless (i) the City Council determines that the proposed assignee is financially capable of meeting the• duties and obligations of Owner, as defined and set forth in the Abatement Agreement, and (ii) the proposed assignee agrees in writing to assume all duties and obligations of Owner under the Abatement Agreement. The City is willing to consent to the proposed assignment solely in accordance with this Consent Agreement. Page 1 Consent to Assignment of CSC No. 26341, as amended and previously assigned, by Cotton Depot Associates, L.P. to Fort Worth Depot, LLC ,. -, , , �.,, � � , �; i � �� ; ��:, � -rt�� ,;;!� ,�v�'�r�� l.�� 1� .?'r ^-�`;��5?il'�jr,! ; �` � ,I� c:'.� ��:; �:i� L- �ii-,� li� , �5� ..�� ,,s(i�; ��SS'7+ ( NOW, THEREFORE, the City, Assignor and Assignee, for and in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Owner by the Abatement Agreement, effective on the last date as of which the City, Assignor and Assignee have all executed this Consent Agreement ("Effective Date"). 2. Assignor hereby assigns all of its right, title and interest in and to the Abatement Agreement to Assignee. The City hereby 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 Owner set forth in the Abatement Agreement. 3. The City has not reviewed or agreed to, and does not adopt, ratify or approve of, any aspect or provision of any agreement that may exist between Assignor and Assignee as to such assignment or any other matter concerning the Abatement Agreement. This Consent Agreement does not grant any right, privilege or use to Assignee that is different from or more extensive than any right, privilege or use granted to Owner under the Abatement Agreement. In the event of any conflict between the Abatement Agreement and any agreement that may exist between Assignor and Assignee as to the assignment described herein or any other matter concerning the Abateinent Agreement, the Abatement Agreement shall control as to the City. 4. Assignee understands and agrees that no act or omission of Assignor or any third party, whether before or after the Effective Date, will serve to mitigate (i) any Event of Default, as set forth in Article V of the Abatement Agreement, or (ii) any failure to meet any or all of the Abatement Commitments for construction spending, billboard removal, environmental remediation of the Premises,.employment on the Premises and/or supply and service vendor contract spending, as set forth in Exhibit 1 of Attachment C to the Abatement Agreement. 5. Any capitalized terms not defined herein shall have the meanings assigned to them in the Abatement Agreement. EXECUTED as of the last date set forth below: Page 2 Co�sent to Assignment of CSC No. 26341, as amended and previously assigned, by Cotton Depot Associates, L.P. to Fort Worth Depot, LLC ��`��;t�;,_, l �'S�„.o;;� ! I� if 'i Ir.'.� '`� ��'V �:' � ''J �:J 17 �J J '.: 1 � �a1. � �. r f Cj� " � �N �� , . II: � � �� I�� r� \/ Vd6�G ��\.J�i�115�1�.�' a ", ^ -, ' '�� r ' �i +�;; � � iU I : ��, ��,;�:ln� ��.a i CITY OF FORT WORTH: '��-� /"�{' IL.Z-� � By: i � Dale Fisseler Assistant City Manager Date: _ � �� .�� APPROVED AS TO FORM AND LEGALITY: By: / --�- .�'�-� Peter Vaky Assistant City Attorney M&C: G21972 2-20-07 COTTON DEPOT ASSOCIATES, L.P., a Texas limited partnership: By: Carleton Realty Advisars, Inc., its sole G�ner�]�Pa.��r�-T�.f% I� Nam� j"r � Ft�+'Ge- �- • Title: �4,e.b i a1'e�'►�"t Date: �� I S � D`7 THE FORT WORTH DEPOT, LLC, �� : _ �� : Nar�i Title Date: -,-'-�._.�:..� .,. � �V` - ,, L - - :it�� `� _ � Page 3 Consent to Assig�ment of CSC No. 26341, as amended and previously assigned, by Cotton Depot Associates, L.P. to Fort Worth Depot, LLC _ �� , , �:;ri��'`��;�i ?��l�i:c,�,, �p „ ;��-�=; � ,. ,( . �4 ��j)�p �� i�`4� 1�1�'� f?15I,".'�eUiL,::.'J ��L � et{r`I✓ Y�:f Y �I � �l]ll�j: • l, � �,..Y. _...--- STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dale Fisseler, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. �GIVEN UNDER MY HAND AND SEAL OF OFFICE this oZ�](�day of , 2007. ; ; .. � ,. �, ' :CL� �� Not ry Public in and for zot�pYP�B�� MARIA S. SANCHEZ the tate of Texas �� NOTARY PUBLIC U� /]/� s, �� C+ � r Z F oF t� STATE OF TEXAS /� �!� ��"' �Py My Comm. Exp.12-14-2009 Notary's Printed Name _ STATE OF f�,X�.S § COUNTY OF �� § BEFORE ME, the undersigned authority, on this day personally appeared �f �� n��i� L, ��! ,�i'�� d�rc-� of Carleton Realiy Advisors, Inc., the sole general partner of COTTON DEPOT ASSOCIATES, L.P., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of COTTON DEPOT ASSOCIATES, L.P. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15 day of /�Gt�^��c � , 2007. «�.�—%/�'�t��l� 4�`Y �uB Nota Public and for .� 4 rj' � ,, ; ANA PATTE{2gON the State oT [ L�,,,�(�,,.5 O Nohary Public, State of Texas '�,rR G s,.°� My Comm. Expires 08-28-2007 � �G �� Notary's Printed Name Consent to Assignment of CSC No. 26341, as amended and previously assigned, by Cotton Depot Associates, L.P. to Fort Worth Depot, LLC ��`i('1 ��'�� " i�l�Sii�'(:, �i;;�, �; '�:'-_:� �,��:�:i:�� v�' ��ii :��2 =�io1''�'Pir��.i � . �;,`:�F:.7a��1�`.R.� � � � � `�;`�' I �j �5 �.t � �, �h � 5 a ':�vv!L.�Jl UL�G o ' i i STATE OF C� - § COUNTY OF �" � § �EFO ME, the undersigned authority, on this day personally appeared ��--,,�J/��'��,� �,�� /��l��t�=�.2of THE FORT WORTH DEPOT, LLC, known to rrie to be the person w`hose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of THE FORT WORTH DEPOT, LLC. GIV ��UNDER MY HAND G�D SEAL OF OFFICE this � day o � ��- 2- , 2007. ./ � `� �� 2� ! Notary Public in and for ��,,,,�e�se"„eeje the State of �t ✓ � � - ��/� , -� � 5� � / G� i� Notary's Printed Name Consent to Assignment of CSC No. 26341, as amended and previously assigned, by Cotton Depot Associates, L.P. to Fort Worth Depot, LLC /'. '-, /', � n 5 i^, n n.�... �liJ�� J/�� Q( 4 I q,�)ii/I_ C. �� u u� i_. C:.� v J.: � '(''"��/ �',� � !7 �^1?�". �"! j.� va u JS�; A ?.:;-: �.. ' J��, .`:"`''ti'i� jl-r if;yr;,; . •' �L/ •. d l� : � ..:;1'� a City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/20/2007 DATE: Tuesday, February 20, 2007 LOG NAME: 17COTTONDEPOT Page 1 of 2 REFERENCE NO.: **C-21972 SUBJECT: Authorize Execution of Consent to Assignment of Tax Abatement Agreement by Cotton Depot Associates, L.P., to Fort Worth Depot, LLC RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Consent to Assignment by Cotton Depot Associates, L.P., to Fort Worth Depot, LLC of the Tax Abatement Agreement, City Secretary Contract No. 26341, as amended and previously assigned. DISCUSSION: On August 29, 2000, the City entered into a Tax Abatement Agreement (City Secretary Contract No. 26341) with Cotton Depot, LLC (Depot), which the City Council subsequently approved the Consent to Assignment by Cotton Depot Associates LLC (Associates). Pursuant to the Tax Abatement Agreement, the City Council agreed to abate certain ad valorem taxes on tangible real property owned by Depot in return for Depot constructing approximately 200 residential loft spaces located at 555 Elm Street on the east side of the Central Business District. The last year of the tax abatement benefit will be 2015. The Associates now wish to sell the lofts to Fort Worth Depot, LLC, (FW Depot) and, accordingly, to assign the benefits to and obligations of Associates under the Agreement described above to FW Depot. FW Depot is an affiliate of JMG Reality, Inc. (JMG) which currently owns 78 properties in six southern states, including 24 in Texas of which several are in the Dallas/Fort Worth Metroplex. Under the proposed Consent to Assignment by the City, FW Depot will be bound to all obligations and requirements that are imposed on Associates under the Tax Abatement Agreement and will receive the remainder of the tax abatement from the City. The Cotton Depot Lofts project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. TO Fund/AccountlCenters Submitted for City Manager's Office b� Originating Department Head: FROM Fund/Account/Centers Dale Fisseler (6140) Tom Higgins (6192) Jay Chapa (5804) Ardina Washington (8003) http ://www. cfwnet. org/c ounc il� acket/Rep ort s/mc�rint. asp �.�f'f�'�,��! �,� u�sl>V��J �� ,; � ,-; � �,;, �r,i v1��'c c�?�?'' �f�'�'I�s.��'� � �,�% . � " � , � �i ,1j('�i �: ., .. ! _ �` , S/29/2007 Page 2 of 2 Additional Information Contact: Peter Vaky (7601) http://www. cfwnet. org/council�acket/Reports/mc�rint. asp 5/29/2007