HomeMy WebLinkAboutContract 46219-CA1 CONSENT TO ASSIGNMENT OF CR
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TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 46219)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT
N O. 46219 ("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, and VCB Property, LP ("Assignor or Owner"), and Camp Bowie Dunhill, LLC
("Assignee").
The following introductory provisions are true and correct and from the basis of this
Consent:
A. On or about October 14, 2014, the City and VCB Property, LP entered into that certain
Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No.
46219 (the "Agreement"). Under the Agreement, VCB Property, LP agreed to construct a Retail
Center (the "Required Improvements") on certain land in the City (the "Land") in return for a
5-year real property tax abatement on improvements located on the Land (the "Abatement"), all
as more specifically set forth in the Agreement. The Abatement was granted pursuant to the
City's Neighborhood Empowerment Zone Policy ("NEZ Policy").
B. Assignor has sold its interest in the Land and Required Improvements to Assignee and to
assign all right, title and interest in the Agreement to Assignee.
NOW THEREFORE, in consideration of the mutual terms and conditions herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Assignor by the Agreement, effective as of February 21, 2019,
("Effective Consent 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 Consent Date Assignee will comply with all duties and obligations of Owner
set forth in the Agreement.
3. Assignee understand and agrees that no act or omission of Assignor, whether on, before
or after the Effective Consent Date, will serve to mitigate (i) any Abatement Amounts,
Terms and Conditions set forth in Sections 2 and 4 of the Agreement (ii) any Event of
Default set forth in Section 5 of the Agreement.
4. Nothing in this Consent shall be deemed to grant Assignee any rights under the
Agreement that are an addition to or greater than those of the Owner thereu der.
OFFICINAL RECORD
Consent to Assignment of Tax Abatement Agreement #46219 CITY SECRETARY From VCB Property, LP to Camp Bowie Dunhill, LLC
q�o?G�G��� Approved by M&C C-19044 on March 5, 2019 Fl: WORTH,TX
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5. 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 parties have executed this Assignment as of the Effective
Consent Date.
CITY OF FORT WORTH
Fernando Costa
Assistant City Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando
Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, 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 said CITY OF FORT WORTH, TEXAS, a
municipal corporation, that he was duly authorized to perform the same by appropriate Mayor
and Council Communication of the City Council of the City of Fort Worth and that he executed
the same as the act of the said City for the purposes and consideration therein expressed and in
the capacity therein stated.
vIVEN UNDER MY HAND AND SEAL OF OFFICE this _day of
nr�(>✓;,'�E� , 2019.
otary Public in and for _ LINDAM,HlRRLJNGER
The State of Texas =a `* M'Notary ID#124144746
Expires Fa&uery 2,2022
ATTW:
�3
Mary Kayser, i S cretary ;
Consent to Assignment of Tax Abatement Agreement#46219EFTWO:RTH,
ECORD
From VCB Property, LP to Camp Bowie Dunhill, LLC EfARy
Approved by M&C C-29044 on March 5, 2019 T
2
APPROVED AS TO FORM AND LEGALITY:
Melinda Ramos
Sr. Assistant City Attorney
M & C: C-29044
ASSIGNOR: VCB Property, LP
A Delaware limited partnership
By: VCB Property GP, LLC
A Delaware Limited Liability Company,
its general partner
By: VCB JV Holdings, LP
A Delaware limited partnership,
its sole member
By: LO Village at Camp Bowie, LLC
A Delaware Limited Liability Company,
its general partner
By: Non-Member Manager, Inc
A Texas Corporation
its manager
By:
Steven G. Seitz, Vice President
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Steven G. Seitz, Vice
President of VCB Property, LP, a Delaware Limited Partnership, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity therein stated and as
the act and deed of VCB Property, LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
Ma f ch _' 2019.
Jenny KvapH
Notar} Public,
tary P lic in add for %; state orUxrs
`
The State of Texas Expires:06/09/2019
Consent to Assignment of Tax Abatement Agreement#46219 UFFi AL RECORD
From VCB Property, LP to Camp Bowie Dunhill, LLC CITY SECRETARY
Approved by M&C C-29044 on March 5, 2019 FT WORTH,TX
3
ASSIGNEE: CAMP BOWIE DUNHILL,LLC
A Delaware i ' ed 'a ilit Company
By:
Name: William L. Hutc inson
Title: President
STATE OF TEXAS §
COUNTY OF r-, (&� §
BEFORE ME, the undersigned authority, on this day personally appeared William L. Hutchinson,
President of Camp Bowie Dunhill, LLC, a Delaware Limited Liability Company, known to me to
be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed the same for the purposes and consideration therein expressed, in the capacity therein
stated and as the act and deed of Camp Bowie Dunhill, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 62 day of
2019.
adw�
Notary Public in and for
The State of Texas
RODERICK CACHE O'NEAL
�f %'S Notary Public,State of Texas
9r W:+Pc Comm. Expires 02-05-2022
Notary ID 129701615
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Consent to Assignment of Tax Abatement Agreement 446219
From VCB Property, LP to Camp Bowie Dunhill, LLC
Approved by M&C C-29044 on March 5, 2019
4
TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED
IN A NEIGHBORHOOD EMPOWERMENT ZONE
ESTOPPEL CERTIFICATE
6324 Waverly Way
To: VCB Property, LP, a Delaware Limited Partnership(the"Owner");
Camp Bowie Dunhill LLC, a Delaware limited liability company,and/or its successors
and assigns(the"Purchaser"), and
Starwood Mortgage Capital LLC, and/or its successors and assigns (the"Purchaser's
Lender")
Re: Tax Abatement Agreement authorized by the City Council through approval Mayor and
Council Communication No. C-27041 on October 14, 2014, City Secretary Contract No.
46219 by and among the City of Fort Worth, Texas (the "City"), and Owner (the
"Agreement")
Premises: 6324 Waverly Way, Fort Worth, Texas
To Whom It May Concern:
The City understands that Owner is contemplating the sale of Owner's interest in the Premises to
Purchaser pursuant to that certain Purchase and Sale Agreement dated as of December 28, 2018 between
Owner and Purchaser (the "PSA"), and Purchaser and Purchaser's Lender have requested that the City
deliver this Estoppel Certificate to the addressees above.
Pursuant to Section 7.6 of the Agreement,the City hereby certifies as follows:
1. The Agreement is in full force and effect without default and has not been modified,
supplemented or amended.
2. The amount of the Abatement Limitation pursuant to Section 2.3 of the Agreement is
$3,414,184.00.
3. The term of the Abatement pursuant to Section 2.5 of the Agreement expires on
December 31, 2 02 1.
4. The statements contained herein may be relied upon by Owner, Purchaser and
Purchaser's Lender.
The undersigned is duly authorized to execute this Certificate.
Dated this 200 day of _ t�, 2019.
CITY OF FORT WORTH
By: �Cws
Name: Fernando Costa
lMl Y-' Title: Assistant City Manager
MelinLdaRa—mos, Sr.Asst.City Attorney
EFTWORTH,
TARY
506787.000139 21867560.1 ��
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA
RTWRTH
COUNCIL ACTION: Approved on 3/5/2019
DATE: 3/5/2019 REFERENCE NO.: **C-29044 LOG NAME: 19VCBASSIGN2
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 46219, a Tax
Abatement Agreement with VCB Property, LP, to Camp Bowie Dunhill, LLC, in the Former
Ridglea/Como Neighborhood Empowerment Zone (COUNCIL DISTRICT 3)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment of City
Secretary Contract No. 46219, a Tax Abatement Agreement between the City and VCB Property, LP,
to Camp Bowie Dunhill, LLC, in the former Ridglea/Como Neighborhood Empowerment Zone.
DISCUSSION:
On October 14, 2014, the City Council approved a five-year Tax Abatement Agreement(Agreement)
with VCB Property, LP, (Company) related to the construction of a Retail Neighborhood Shopping
Center on property located at 6324 Waverly Way in the former Ridglea/Como Neighborhood
Empowerment Zone (M&C C-27041), City Secretary Contract No. 46219.
The Company now wishes to transfer the project to Camp Bowie Dunhill, LLC, (Dunhill). Under the
Agreement, the Company is prohibited from assigning the Agreement to another party without the
City Council's consent. In order to facilitate the transaction, a Consent to Assignment Agreement
between the City, the Company and the purchaser will be required. All terms of the Agreement
remain the same.
Dunhill will be required to meet all obligations of the Company under the Agreement. The City will
continue to receive the public benefits resulting from development of this project.
The project is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations an estimated
$49,055.58 in property taxes will be abated over the three years left in the abatement period from
2019-2021. This amount will be included in the City's five year financial forecast.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I I Year Chartfield 2
httD://aDDs.cfwnet.ory/council Dacket/mc review.asD?ID=26809&councildate=3/5/2019 3/14/2019
M&C Review Page 2 of 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Sarah Odle (7316)
ATTACHMENTS
1295 for Agreement 46219 Redacted.pdf
Map 6324 Waverly Way_pdf
httn://anns.cfwnet.org/council nacket/mc review.asn?ID=26809&councildate=3/5/2019 3/14/2019