HomeMy WebLinkAboutContract 36458-CA1 e
CITY SECRETARY
CONTRACT NO.
CONSENT TO ASSIGNMENT OF
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO.36458, AS AMENDED)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
36458 ("Consent") is made and entered into by and between the CITY OF FORT WORTH
("City"), a home rule municipality organized under the laws of the State of Texas; CINRAM
WIRELESS, LLC ("Cinram"), a Delaware limited liability company; ALLIANCE
GATEWAY NO. 11, LTD. ("Assignor"), a Texas limited partnership; and AT INDUSTRIAL
OWNER 7 LLC ("Assignee"), a Delaware limited liability company.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about December 28, 2007 the City and Cinram entered into that certain Tax
Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 36456,
as amended by City Secretary Contract No. 37031 (collectively, the "Cinram Abatement").
Under the Cinram Abatement, the City agreed to abate certain real and personal property taxes
otherwise payable by Cinram in return for Cinram's development of a wireless telephone
manufacturing facility on certain land in the Alliance Airport area of the City(the"Land").
B. The Land and all improvements constructed thereon, including Cinram's facility, are owned
by Assignor and leased to Cinram pursuant to a commercial lease agreement (the "Lease"). Under
the Lease, Cinram is required to pay, as part of Cinram's rent, all real property taxes attributable to
the Land assessed by the City on Assignor, as owner of the Land. The City has legal authority
under the Cinram Abatement only to abate those real property taxes attributable to Cinram's
leasehold interest in the Land and its improvements, and not on all taxes on the Land and its
improvements that might be assessed. In order for Cinram to receive the full effect of the intended
tax abatement, the City, Assignor and Cinram entered into that certain Tax Abatement Agreement
on file in the City Secretary's Office as City Secretary Contract No. 36458, as previously amended
by City Secretary Contract No. 37032 (collectively, the "Agreement"). Under the Agreement, the
City agreed to abate Assignor's real property taxes attributable to the Land and its improvements so
long as, among other things, the Lease required Cinram to pay such taxes as part of its rent
thereunder.
C. Assignor has notified the City that it wishes to sell the Land and its improvements to
Assginee, and Assignee has notified the City that it wishes to assume all duties and obligations of
Assignor under the Agreement and the Lease. Section 5 of the Agreement prohibits assignment of
the Agreement by Assignor to any non-Affiliate party without the advance approval of the City
Council and execution by the proposed assignee of a written agreement under which such assignee
agrees to assume all obligations of Assignor under the Agreement. Assignor is referred to in the
Agreement as"Alliance".
OFFICIAL RECORD
Page 1 of 6 CITY SECRETARY
Consent to Assignment of CSC No. 36458,as amended FT.WORTH, TX
by Alliance Gateway No. 11,Ltd. to JPMorgan Chase,N.A. - �
D. The City is willing to consent to an assignment of the Agreement by Assignor to Assignee
solely in accordance with this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Cinram, Assignor and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Alliance by the Agreement, effective as of November 24, 2010 ("Effective
Consent Date"). Cinram hereby acknowledges such assignment.
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
Consent Date Assignee will comply with all duties and obligations of Alliance set forth in the
Agreement.
3. Assignee understands and agrees that no act or omission of Alliance, whether on, before
or after the Effective Consent Date, will serve to mitigate (i) any Event of Default set forth in
Section 4 of the Agreement or (ii) any failure of any or all of the numerical commitments for
construction spending, employment on the Premises and supply and service vendor contract
spending set forth in Sections 2.1.1, 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7 or 2.1.8 of the
Agreement to be met. To the best of its knowledge, the City is not aware of any Event of Default
under the Agreement by Assignor or Cinram as of the date of execution of this Consent by the
City.
4. Assignor and Cinram specifically agree and represent to the City that the Lease has not
been amended or enforced in any way that relieves Cinram of the obligation to pay, as part of
Cinram's rent under the Lease, all of Alliance's real property taxes on the Land and any
improvements thereon, as required by Section 1.4 of the Agreement. Assignee specifically
understands and agrees that the existence of such Lease provision is the material reason that the
City entered into the Agreement and that failure to comply with Section 1.4 of the Agreement
will constitute an Event of Default under the Agreement.
5. Nothing in this Consent shall be deemed to grant Assignee any rights under the
Agreement that are additional to or greater than those of Alliance thereunder.
6. 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, but to be effective as of the
Effective Consent Date:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT FOUR(4) PAGES]
Page 2 of 6
Consent to Assignment of CSC No. 36458, as amended
by Alliance Gateway No. 11, Ltd.to JPMorgan Chase,N.A.
CITY OF FORT WORTH: ATTEST: `4�Ol��ana
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By: By: o d
Jay Chapa Marty Hendrix 1 0 0'�0
Acting Assistant City Manager City Secretary j $ °o0 000*a
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Date:
APPROVED AS TO FORM AND LEGALITY:
By: fi4i��01—k
Peter Vaky
Assistant City Attorney
M&C: C-2,vS9S- //--/6
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Jay Chapa,
Acting 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,that he was duly authorized to perform the same by appropriate
resolution of the City Council of the City of Fort Worth and that she 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 a„�day of
2010
Notary ublic in and r
the State of Texas i+Y "'" SARAH J.ODLE
MY COMMISSION EXPIRES
November 5,2011
Notary's Printed Name
Page 3 of 6 OFFICIAL RECORD
Consent to Assignment of CSC No. 36458,as amended
by Alliance Gateway No. 11,Ltd.to JPMorgan Chase,N.A. CITY SECRETARY
FT. WORTH, TX
CINRAM WIRELESS, LLC:
By•
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Name-f"re»V Malrooln .1
Title:v%cc PcQsjdRwrr oror &--5
Date: Kov 1'4 2olo
ATTEST:
By:
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STATE OF TEXAS §
COUNTY OF TARRANT §
_- BEFO ME, the under igned au on on this day personally appeared
tlfjkCINRAM WIRELESS, LLC, known to
me to be the person wh e name is subsc bed 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 CINRAM WIRELESS,LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of ,2010.
A 'MILL
Notary Public in and for ='
Texas
the State of Texas '+ ores
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Notary's Printed Name ;,.�ty'•• GYMILL
of Texas
,�;;�"!%%;•,,_ SONDIE M. STOGSDIII •:j �h,< .xpires s
Notary Public,state of Texas '•:`"'';` :011
VE %�;., •��,: My Commission Expires .,.•...,,
February 22,2011
Page 4 of 6
Consent to Assignment of CSC No.36458,as amended
by Alliance Gateway No. 11,Ltd.to JPMorgan Chase,N.A.
AT INDUSTRIAL OWNER 7 LLC,
a Delaware limited liability company
By: AT Industrial Owner Acquisition LLC, it sole member
By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase
Bank, N.A., its sole member
By: JP Morgan Cha Bank, N.A., its trustee
By:
Name: Daniel Minkoff
Title: Vice President
NEW YORK UNIFORM ACKNOWLEDGMENT
STATE OF NEW YORK )
) ss..
COUNTY OF NEW YORK )
On the V1 day of November in the year 2010,before me, the undersigned,personally
appeared Daniel Minkoff, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
Notary Public
ESTHER MARY KRIVDA
Notary Pubk,State of New York
Qualified in Bronx County
Rep.No.01KROO51251
My Commission Expires Nov.20.2014
Page 6 of 6
Consent to Assignment of CSC No. 36458,as amended
by Alliance Gateway No. 11,Ltd. to JPMorgan Chase,N.A.
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/16/2010
DATE: Tuesday, November 16, 2010 REFERENCE NO.: ""C-24588
LOG NAME: 17ALLIANCEASSIGN
SUBJECT:
Authorize the Execution of a Consent to Assignment of Tax Abatement Agreement with Alliance Gateway
No. 11, Ltd., City Secretary Contract No. 36458 to Allow Assignment of the Agreement to JPMorgan
Chase Bank, N.A. or an Affiliate (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Consent to
Assignment of Tax Abatement Agreement with Alliance Gateway No. 11, Ltd., City Secretary Contract
No. 36458 to allow assignment of the Agreement to JPMorgan Chase Bank, N.A. or an affiliate.
DISCUSSION:
On September 18, 2007, (M&C C-22398) the City Council authorized execution of a Tax Abatement
Agreement as an incentive for Cinram Wireless, LLC (Cinram) to establish a wireless telephone
manufacturing facility in north Fort Worth with 1,225 jobs. Alliance Gateway No. 11, Ltd. (Alliance) owns
the site on which the Cinram facility is located and leases it to Cinram. The lease between Cinram and
Alliance requires Cinram to pay all of Alliance's taxes on the site as part of Cinram's rent.
Alliance now wishes to sell the property to JPMorgan Chase Bank, N.A. (JPMorgan). State Law requires
an agreement for the abatement of real property taxes to be with the owner of property. Consequently,
Alliance is asking the City to consent to the assignment of its benefits and obligations under its Tax
Abatement Agreement to JPMorgan. Because Cinram is required under its lease to pay the landlord's real
property taxes as part of Cinram's rent, City staff recommends that the City consent to the proposed
assignment, which will allow Cinram to realize the full extent of its intended incentive under the Tax
Abatement Agreement. Real property taxes will only be abated to the extent that JPMorgan's lease with
Cinram continues to stipulate that Cinram's rent includes JPMorgan's real property taxes on the site.
Cinram's 788,160-square foot manufacturing center, as outlined in the Agreement, has been completed
and the City will continue to receive the public benefits resulting from this facility and its business
operations. There are nine abatement years remaining under the terms of the Agreement.
Cinram's facility is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO F u nd/Accou nt/C enters FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by-. Susan Alanis (8180)
Originating Department Head: Jay Chapa (5804)
http://apps.cfwnet.org/ecouncil/printmc.asp?id=14416&print=true&DocType=Print 11/23/2010
Page 2 of 2
Robert Sturns (8003)
Additional Information Contact: Ana Alvarado (2661)
ATTACHMENTS
No attachments found.
http://apps.cfwnet.org/ecouncii/printmc.asp?id=14416&print=true&DoeType=Print 11/23/2010