HomeMy WebLinkAboutContract 35327-CA3CSC No. 35327-CA3
CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 35327)
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) ("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; SWF TRINITY BLUFFS, LLC, a Delaware limited liability company
("SWF"); and BGO-S2 TRINITY BLUFFS OWNER LLC, a Delaware limited liability company ("S2" ).
The following introductory provisions are true and correct and form the basis upon which the City,
SWF, and S2 have entered into this Consent:
A. As of May 25, 2007, the City and Trinity Bluff Development, Ltd. ("Trinity Bluff') entered
into that certain Amended and Restated Economic Development Program Agreement on file in the City
Secretary's Office as City Secretary Contract No. 35327, as subsequently amended by that certain
Amendment No. 1 to Amended and Restated Economic Development Program Agreement dated December
21, 2009 on file in the City Secretary's Office as City Secretary Contract No. 35327-A1, and that certain
Amendment No. 2 to Amended and Restated Economic Development Program Agreement dated April 21,
2012 on file in the City Secretary's Office as City Secretary Contract No. 35327-A2 (as amended and
assigned, collectively, the "Agreement").
B. Under the Agreement, SWF (as successor to Trinity Bluff and LPC Trinity Parks LP)
agreed, among other things, to construct a 4-story apartment complex at least 299 apartment units
("Required Improvements") on approximately 4.916 acres of land ('Development Property"). In return, the
City agreed to pay SWF certain Program Grants as authorized by Chapter 380 of the Texas Local
Government Code and outlined in the Agreement.
C Section 10 of the Agreement permits an assignment of the Agreement to Lincoln Property
Southwest, Inc. or an affiliate thereof without the approval of the City. Any other assignment requires the
advance consent of the City Council, a finding by the City Council that the proposed assignee is financially
capable of meeting the terms and conditions of the Agreement, and prior execution by the proposed assignee
of a written agreement with the City under which the assignee agrees to assume all covenants and
obligations of Developer under the Agreement.
D. SWF now wishes to sell the Development Property and the Required Improvements, and
to assign all of its rights and obligations under the Agreement, to S2. Because S2 is not an affiliate of
Lincoln Property Southwest, Inc., SWF has requested the City's consent to this assignment. The City is
willing to consent to an assignment of the Agreement to S2 solely in accordance with this Consent.
E. On May 4, 2021, the City Council adopted Mayor and Council Communication 21-0310,
authorizing a consent to assignment by SWF to S2 Trinity Bluff, LLC. Subsequently, S2 Trinity Bluff
changed its name BGO-S2 Trinity Bluffs Owner, LLC.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City, SWF and S2 agree as follows:
1. The City hereby consents to an assignment by SWF of all right, title, and interest granted
to "Developer" by the Agreement, effective as of the date on which the City, SWF, and S2 have all executed
this Consent ("Effective Date").
2. The City consents to such assignment expressly upon the promise and covenant by S2, and
S2 hereby promises and covenants to the City, that as of the Effective Date, S2 will comply with all duties
and obligations of Developer set forth in the Agreement. This Consent does not grant S2 any greater or
different rights under the Agreement than those of Developer.
OFFICIAL RECORD
Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement) CITY E C RE TARY
by SWF to S2
FT. WORTH, T
3. S2 understands and agrees that no act or omission of SWF, whether before or after the
Effective Date, will serve to mitigate the existence of any breach or default under the Agreement, as set
forth in Section 6 of the Agreement or any available remedies of the City on account of such breach or
default; any failure to meet any or all of the commitments for employment, supply and service spending or
the set -aside for affordable housing units on the Development Property, as set forth in Sections 4.4, 4.5 and
4.6 of the Agreement (as amended by Amendment No. 2), and any applicable reduction in the amount of a
Program Grant or Program Grants payable under the Agreement on account of any such failure; or any act
or omission of SWF that causes any forfeiture or reduction in the amount of a Program Grant or Program
Grants payable under the Agreement, as outlined in Section 5.2.3 of the Agreement.
4. By executing this Consent, the City does not ratify or endorse any agreement or
representation between SWF and S2; grant S2 any rights greater than those granted to Developer under the
Agreement; or consent to any amendment to the Agreement.
5. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
6. The Agreement is in full force and effect and has not been modified, supplemented, or
amended in any way unless specifically set forth herein.
7. On and after the Effective Date, all notices which are required or desired to be sent to
Developer under the Agreement will be delivered to the following:
BGO-S2 Trinity Bluffs Owner LLC
5950 Berkshire Lane, Suite 1300
Dallas, Texas 75225
Attn: Scott Everett
8. This Consent may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For these
purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or
facsimile transmission) of an original signature, or signatures electronically inserted via software such as
Adobe Sign.
[Remainder of page intentionally left blank. Signature pages follow.]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T
Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement)
by SWF to S2 '2 of 4
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:
Eeg nald Zeno
By�egi—nald Zeno (May 24, 202111:02 CDT)
Jay Chapa
Deputy City Manager
Date: May 24, 2021
APPROVED AS TO FORM AND LEGALITY:
By:
Tyler F. Wallach
Assistant City Attorney
Contract Compliance Manager:
ATTEST:
By:MUU 1 0
Mary Kayser
City Secretary
By signing, I acknowledge that I am the person
responsible for monitoring and administration of this contract,
including all performance and reporting requirements.
ECr%se� Back
Elise Back (Play 21, 2021 16:10 CDT)
Elise Back, Manager
Economic Development
M&C: 21-0310 (May 4, 2021)
Form 1295: 2021-722488 (March 2, 2021); 2021-719083 (February 22, 2021); 2021-722585 (March 3,
2021)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement)
by SwF to S2 '3 of 4
Assignor:
SWF TRINITY BLUFFS, LLC
a Delaware limited liability company:
/(,/l'
By: Seim. try 21, 202116:07 EDT)
Name: Sean Burton
Title: President
Date: May 21, 2021
Assignee:
BGO-S2 TRINITY BLUFFS OWNER LLC,
a Delaware limited liability company
By: BGO-S2 Lincoln Park and Verandas JV LLC,
a Delaware limited liability company,
its Managing Member
By: S2 BGO LV LLC,
a Texas limited liability company,
its Administrative Member
By: i CDT,
Name: Scott Everett
Title: Manager
May 21, 2021
Date:
Consent to Assignment of CSC No. 35327 (Economic Development Progmin Agreement)
by SwF to S2
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T
A of 4
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/04/21 M&C FILE NUMBER: M&C 21-0310
LOG NAME: 17TRINITYBLUFFCONSENT3
SUBJECT
(CD 9) Authorize Execution of a Consent to Assignment to Economic Development Program Agreements, City Secretary Contract Nos. 35326
and 35327, with SWF Trinity Bluffs, LLC to Allow Assignment of the Agreements to S2 Trinity Bluff, LLC or an Affiliate
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to assignment to Economic Development Program Agreements, City
Secretary Contract Nos. 35326 and 35327, with SWF Trinity Bluffs, LLC to allow assignment of the agreements to S2 Trinity Bluff, LLC or an
affiliate.
11&10111*4103kqF
On July 25, 2006, the City authorized the execution of Economic Development Program Agreements (EDPA) with Trinity Bluff Development, Ltd.
for downtown residential projects (City Secretary Contract Nos. 34173 and 34174, M&C C-21586). Under the proposed Economic Development
Program Agreements, Trinity Bluff Development, Ltd., working with Lincoln Property Southwest, Inc. (collectively, the Developer), committed to
construct two apartment complexes, with approximately 490 units for lease with 5% of the apartments set aside for lease at affordable rates to
qualifying households earning no more than 80% of the area median income, per HUD standards, (collectively, the Development).
On May 15, 2007, the City authorized the execution of Amended and Restated Economic Development Program Agreements with Trinity Bluff
Development, Ltd. to allow for changes in the project's scope and provide for changes in the amount of grants payable by the City to the Developer
under the agreements (City Secretary Contract No. 35326 and 35327, M&C C-22121). The authorized amendments replaced the originally
approved agreements.
On May 30, 2007, Trinity Bluff Development, Ltd., assigned all of its rights and obligations under the Agreements to LPC Trinity Parks LP, which is
an affiliate of Lincoln Property Company Southwest, Inc.
On October 6, 2009, the City authorized amendments to the Amended and Restated Economic Development Program Agreements (City
Secretary Contract Nos. 35236-A1 and 35237-A1, M&C 23823), to modify the deadlines for the completion of the private improvements that are
required under those Agreements in order to receive certain economic development grants from the City.
On March 15, 2014, the City authorized Consents to Assignment with LPC Trinity Parks LP assigning all of its rights and obligations under the
Agreements to SWF Trinity Bluff, LLC or one of its affiliates and Consents to Collateral Assignment with Metropolitan Life Insurance (City
Secretary Contract Nos. 35326-CA-1, 35326-CA-2, 35327-CA-1, and 35327-CA-2, M&C C-26763).
In March 2020, SWF Trinity Bluff, LLC approached the City about its desire to assign the Agreements to S2 Trinity Bluff, LLC or an Affiliate. Staff
does not object to this request. The Developer has constructed all the Required Improvements, but has not completed all of the additional
investment necessary to obtain the full amounts of the Program Grants under the Agreements. The Purchaser will be required to meet all ongoing
obligations of the Developer under the Agreement. The City will continue to receive the public benefits resulting from development of this project
and any additional assignments of the Agreement would have to be approved by City Council.
Staff recommends approving the execution of Consents to Assignment of the Economic Development Agreements (City Secretary Contract No.
35326 and 35327) with SWF Trinity Bluffs, LLC to allow assignment of the agreement to S2 Trinity Bluff, LLC or an affiliate.
The Trinity Bluff development is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on City funds.
Submitted for Citv Manaaer's Office bv: Jay Chapa 5804
Oriainatina Business Unit Head: Robert Sturns 2663
Additional Information Contact: Robert Sturns 2663