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Home My WebLink AboutContract 46218-CA1 CITY SECRETARY CONTRACT N0., 402 18-C I CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 46218) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT N O. 46218 ("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. 46218 (the "Agreement"). Under the Agreement, VCB Property, LP agreed to construct a Sprouts market (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. Q 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 thereunder. Consent to Assignment of Tax Abatement Agreement#46218 OFFICIAL RECORD o s`� From VCB Property, LP to Camp Bowie Dunhill, LLC CITY SECRETARY Approved by M&C C-29043 on March 5, 2019 FT. WORTH,TX 1 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 ZV"L— 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of (Y10.y CPS , 2019. (4'te o'- _ f ' ',' "'� ;: UNDA M.HIRRUNGER :for p' MY NabW ID#124144746 ofry Public in and the State of TexasEom��"'�'2'�� ATT T Mary Kay er it Sep' tary *` OFFICIAL RECORD CITY SECRETARY Consent to Assignment of Tax Abatement Agreement #46218 FT.WORTH,TX From VCB Property, LP to Camp Bowie Dunhill, LLC _ Approved by M&C C-29043 on March 5, 2019 2 APPROVED AS TO FORM AND LEGALITY: Melinda Ramos Sr. Assistant City Attorney M & C: C-29043 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 3 ' day of (Yl On , 2019. Jenny Kvapil Ncory Pub 'c in and Yor state ofTesrs the State of Texas Expires:0 610912 01 9 Consent to Assignment of Tax Abatement Agreement#46218 From VCB Property, LP to Camp Bowie Dunhill, LLC CRY SECRETAW Approved by M&C C-29043 on March 5, 2019 FT W0k7h,'T1X 3 ASSIGNEE: CAMP BOWIF, DUNHILL,LLC a Delaware li e iab' i many By: Name: William L. Hutchi on Title: President STATE OF TEXAS § COUNTY OF 04 gfl, § 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 (A day of /�'�' , 2019. Notary Public in and for the State of Texas RODERICK CACHE O'NEAL Vs Notary Public,State of Texas Comm.Expires 02-05-2022 Notary ID 129701615 EOFFICI:ALRECORD Consent to Assignment of Tax Abatement Agreement#46218 From VCB Property, LP to Camp Bowie Dunhill, LLC Approved by M&C C-29043 on March 5, 2019 4 TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE ESTOPPEL CERTIFICATE 6300 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-27040 on October 14, 2014, City Secretary Contract No. 46218 by and among the City of Fort Worth, Texas (the "City"), and Owner (the "Agreement") Premises: 6300 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 $4,094,352.00. 3. The term of the Abatement pursuant to Section 2.5 of the Agreement expires on December 31,2021. 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 ,'�(/{�(day of ,2019. CITY OF FORT WORTH By:_ .L Name: Fernando Costa Title: Assistant City Manager Melinda Ramos, Sr.Assk City Attorney LOFFICIALRECORD RETARY506787.000139 21867752.1 RTH,TX M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoirrMbuti COUNCIL ACTION: Approved on 3/5/2019 DATE: 3/5/2019 REFERENCE NO.: "C-29043 LOG NAME: 19VCBASSIGN1 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 46218, 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. 46218, 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 Sprouts Market on property located at 6300 Waverly Way in the former Ridglea/Como Neighborhood Empowerment Zone (M&C C-27040), City Secretary Contract No. 46218). 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 $79,232.55 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 Year Chartfield 2 http://anns.cfwnet.or2/counci1 packet/mc review.asp?ID=26804&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 46218 Redacted.pdf Map 6300 Waverly Way.pdf http://apps.cfwnet.org/council packet/mc review.asp?ID=26804&councildate=3/5/2019 3/14/2019