HomeMy WebLinkAboutContract 36633-CA5CSC No. 36633-CA5
CONSENT TO ASSIGNMENT OF
ECONO C DEVELOPMENT PROR AM AGREEMENT
(CITY SECRETARY CONTRACT NO. 36633, AS AMENDED)
AND ESTOPPEL CERTIFICATE
This CONSENT TO SSIGNMENT O ECONO C DEVELOPMENT
PRO AM AGREEMENT (CITY SECRETARY (flaNTRACT NO. 36633) AND
ESTOPPEL CERTIFICATE ("Consent") is made and entered into by and between the CITY
OF FORT WO TH ("City"), a home-rule municipality organized under the laws of the State
of Texas; CARLYLE/CYPRESS WEST 7TH II, LP, a Delaware limited partnership, and CRP
CYPRESS WEST 7TH RESIDENTIAL LP, a Delaware limited partnership (together,
"Assignors"); and KV WEST 7TH APARTMENTS, 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 February 15, 2008, the City and Carlyle/Cypress West 7th, LP entered into that
certain Economic Development Program Agreement on file in the City Secretary's Office as City
Secretary Contract ("CSC") No. 36633, as amended by Amendment No. 1 dated May 25, 2011
(CSC No. 36633-A1), Amendment No. 2 dated November 21, 2011 (CSC No. 36633-A2),
Amendment No. 3 dated January 29, 2018 (CSC No. 36633-A3) (collectively, the `BDPA").
B. Under the EDPA, City agreed to pay Carlyle/Cypress West, LP (defined as "Developer" for
purposes of the EDPA) certain Program Grants in an amount not to exceed $31,280,000.00 in return
for the construction of a mixed-use development located in the cultural district of the City, as
specifically outlined in the EDPA.
C. Section 10 of the EDPA prohibits an assignment of the EDPA to a party other than an
affiliate of Developer without the prior consent of the City Council.
D. The City has previously consented to assignments of the EDPA for security purposes to
General Electric Capital Corporation (CSC 36633-CA1), Canadian Imperial Bank of Commerce
(CSC 36633-CA2), and Marathon Real Estate Debt Fund, LP (CSC 36633-CA4).
E. On April 24, 2019, the City consented to the assignment of the EDPA and all rights, title,
and interest thereto from Carlyle/Cypress West 7�', LP to Assignors.
F. Assignors now wish to assign all of their rights, title, and interest to the EDPA to Assignee.
Because Assignee is not an affiliate of the Assignee, City Council approval of such assignment is
required by Section 10 of the EDPA. The City is willing to consent to an assignment of the EDPA
to Assignee solely in accordance with this Consent.
Page 1 of 6
Consent to Assignment of CSC No. 36633 (Economic Development Program Agreement) OFFICIAL RECORD
and Estoppel Certificate CITY SECRETARY
FT. WORTH, TX
NO THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Assignors, and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignors to Assignee of all right, title and
interest granted to Developer by the EDPA, effective on the later of (i) the date on which the
City, Assignors and Assignee have all executed this Consent or (ii) the effective date of an
assignment and assumption agreement between Assignors and Assignee relating to the EDPA, a
copy of which must be provided to the City ("Effective 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 Assignee will comply
with and assume all duties and obligations of Developer set forth in the EDPA arising on and
after the Effective Date. Assignors will comply with and be liable for performance of all duties
and obligations of Developer arising prior to the Effective Date.
3. Notwithstanding anything to the contrary herein, Assignee understands and agrees that no
act or omission of Assignors, whether before or after the Effective Date, will serve to mitigate
any event of default set forth in Section 6 of the EDPA or elsewhere therein or any failure to
meet any or all of the numerical commitments for construction spending, employment, and
supply and service spending, and the affordable housing set aside, as set forth in Section 4 of the
EPDA.
4. By executing this Consent, the City does not ratify or endorse any agreement or
representation between Assignors and Assignee; grant Assignee any rights greater than those
granted to Developer under the EDPA; or consent to any amendment to the EDPA.
5. All terms in this Consent that are capitalized but not defined have the meanings assigned
to them in the EDPA.
6. The EDPA is in full force and effect and has not been modified, supplemented, or
amended in any way unless specifically set forth herein.
7. As of the date of execution of this Consent by the City, to the knowledge of the City,
there exists no factual circumstance or condition which, with notice or the lapse of time, or both,
would give rise to any obligation of any party to the EDPA which, if not satisfied, will constitute
an event of default on the part of either the City or Assignors.
8. The City agrees that Assignee will be entitled to rely upon the statements set forth in this
Consent.
9. On and after the Effective Date, all notices which are required or desired to be sent to
Developer under the EDPA will be delivered to the following:
Page 2 of 6
Consent to Assignment of CSC No. 36633 (Economic Development Program Agreement)
and Estoppel Certificate
KV West 7th Apartments, LLC
5728 LBJ Freeway, Suite 400
Dallas, Texas 75240
Attn: David Moore
with copies to:
Baker Lopez PLLC
5728 LBJ Freeway, Suite 150
Dallas, Texas 75240
Attn: Craig Baker
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
CITY OF FORT WORTH:
""°� �
Jesus Chapa "Jay" (Apr8, 202110:47 CDT)
Y'
Jay Chapa
Deputy City Manager
Apr8,2021
Date:
ATTEST:
fo� Rondld P. Gonzc�les
for Ronald P. Gonzales (Apr 8, 202111:16 CDT)
B y.
Mary Kayser
City Secretary
APPROVED AS TO FORM AND LEGALITY:
iu�. uJ��
By; 4_
Tyler F. Wallach
Assistant City Attorney
M&C: C-22239 (July 10, 2007); C-22283 (July 31, 2007); C-24722 (February 1, 2011); G25123
(August 23, 2011); C-28537 (January 23, 2018); 21-0200 (March 23, 2021)
Form 1295s:
[SIGNATURES CONTINUE IMMEDIATELY ON NEXT PAGE]
Page 3 of 6
Consent to Assignment of CSC No. 36633 (Economic Development Program Agreement)
and Estoppel Certificate
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for
the monitoring and administration of this contract,
including ensuring all performance and reporting requirements.
�����
Hya� �ohi (np��, zozi o9:is cor�
y•
Name: Ryan Pohler
Tltle: EconomicDevelopmentSpecialist
[SIGNATURES CONTINUE IMMEDIATELY ON NEXT PAGE]
Page 4 of 6
Consent to Assignment of CSC No. 36633 (Economic Development Program Agreement)
and Estoppel Certificate
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignors:
CARLYLE/CYPRESS WEST 7TH II, LP,
a Delaware limited parinership
By: CarlyleJCypress V✓est 7th GP I[, LLC,
a Delaware limited liability company,
its general partner
By: CarlylelCypress Retail l, L.P.,
a Delaware limited partnership,
its sole member
By: Carlyle Retail 1 GP, L.L.C.,
a Delaware limited liability company,
ils general pariner
�� J
By: ;'� -
Name: �lichael ershenson
Title: V9ce President
Date: April 7, 2021
CRP CYPRESS WEST TTH RESIDENTIAL, L.P.,
a Delaware limited partnership
By: CRP Cypress West 7th Residential GP, L.I,.C.,
a Delaware limited liability company,
its general partner
By: CRP Cypress West 7th, L.L.C.,
Delaware limited liability company,
its sole member
By: CRP West 7th, L.L.C.,
a Delaware limited liability company,
its managing member
%
By: � '
Name: 1j�fiC a er6�ienson
Title: �ice President
Date: Apri17, 2021
[SIGNATURES CONTINUE IlVIlV�DIATELY ON NEXT PAGE]
Page 5 of 6
Consent to Assignment of CSC No. 36633 {Economic Development Program Agreement)
and Estoppel Certificate
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignee:
KV WEST 1™ APARTMENTS, LLC,
a Delaware limited liability company:
by: KV West 7th Holdings, LP
a Delaware limited partnership and its sole member:
by: KV West 7th GP, LLC
a Delaware limited liability company and its general partner
By:�� Name: David S. Moore
Title: Manager
Date: 3/0.f ll
Page 6 of6
Consent to Assignment of CSC No. 36633 (Economic Development Program Agreement) and Estoppel Certificate
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M&C 21-0200 Version: 1 Name:
Award of Contract Consent Status: Passed
3/18/2021 In control: CITY COUNCIL
3/23/2021 Final action: 3/23/2021
(CD 9) Authorize Execution of a Consent to Assignment of City Secretary Contract Number 36633, as
Amended, an Economic Development Program Agreement with Carlyle/Cypress West 7th II, LP and CRP
Cypress West 7th Residential, L.P., to Allow Assignment of the Agreement to KV West 7th Apartments, LLC
or an Affiliate
1. M&C 21-0200
Reports
Text
Group Export
Date Ver. Action By Action Result Action Details Meeting Details Video
3/23/2021 1 CITY COUNCIL Approved Action details Meeting details Not available
CITY COUNCIL AGENDA
DATE: 3/23/2021 REFERENCE **M&C 21- LOG NAME: 17CYPRESS380ASSIGNMENT5
NO.: 0200
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 9) Authorize Execution of a Consent to Assignment of City Secretary Contract
Number 36633, as Amended, an Economic Development Program Agreement with
Carlyle/Cypress West 7th II, LP and CRP Cypress West 7th Residential, L.P., to Allow
Assignment of the Agreement to KV West 7th Apartments, LLC or an Affiliate
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a consent to assignment of City Secretary
Contract no. 36633, as amended, an Economic Development Program Agreement with Carlyle/Cypress
West 7th II LP and CRP Cypress West 7th Residential, L.P., to allow an assignment of the agreement to KV
West 7th Apartments, LLC or an affiliate.
DISCUSSION:
FORT �'�'URTH
_�_
The purpose of this Mayor and Council (M&C) Communication is to authorize a Consent to Assignment of
City Secretary Contract No. 36633, as amended, an Economic Development Program Agreement
(Agreement), to allow an assignment from Carlyle/Cypress West 7th II, LP and CRP Cypress West
7th Residential, L.P. (Assignors) to KV West 7th Apartments, LLC or an affiliate (Assignees)
The City and Assignors are currently parties to the Agreement, under which the City agreed to pay Assignors
certain economic development program grants in return for Assignor's construction of the mixed-use
development at West 7th Street and University Drive. (M&C Nos. C-22283, C-24722, C-25123, C-28537).
The amount of each annual grant is capped at 75 percent of increased real and personal property taxes as
well as sales taxes attributable to the site. In addition, the aggregate amount of grants that Carlyle can
receive over the 15-year period is dependent on whether Carlyle meets one of three possible levels of
investment and construction defined in the agreement.
On April 24, 2019, Carlyle/Cypress West 7th, LP assigned all of its rights and obligations under the
Agreement to the Assignors. The Assignors now desire to assign their rights and obligations under the
Agreement to KV West 7th Apartments, LLC.
The City has also previously consented to assignments of this Agreement for security purposes to General
Electric Capital Corporation (CSC 36633-CA1), Canadian Imperial Bank of Commerce (CSC 36633-CA2),
and Marathon Real Estate Debt Fund, LP (CSC 36633-CA4).
The Assignors met all obligations required by the Agreement, and the Assignee will be required to meet all
ongoing obligations of under the Agreement. The City will continue to receive the public benefits resulting
from the development of this project. Any future assignment of the Agreement by the Assignee would have
to be approved by City Council, unless otherwise agreed to in the Agreement. There are up to six (6) grant
years remaining under the agreement.
Staff represents that the Assignee is financially capable of ineeting the terms and conditions of the
Agreement, and City Council finds for the same.
Staff recommends approving the Consent to Assignment of the Agreement.
The Cypress West 7th development is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal
Year 2021 Budget. While no current year impact is anticipated from this action, any effect on expenditures
and revenues will be budgeted in future Fiscal Years and will be included in the long-term financial forecast.
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 _ ID _ � Year (Chartfield�
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Robert Sturns (2663)
ATTACHMENTS