HomeMy WebLinkAboutContract 35326-CA3CSC No. 35326-CA3
CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPNIINT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 35326)
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPIVIINT PROGRAM
AGREEMENT (CITY SECRETARY CONTRACT NO. 35326) ("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 BLLJFFS, LL,C, a Delaware limited liability company
("SWF"); and BGO-S2 TRINITY BLLTFFS OWNER LLC, a Delaware limited liability company ("S2").
The following introductory provisions are true and correct and form the basis upon which the Crty,
SWF, and S2 have entered into this Consent:
A. As of May 25, 2007, the City and Trinity Bluff Development, Ltd. ("Trinity Bluf�') entered
into that certam Amended and Restated Economic Development Program Agreement on file in the City
Secretary's Office as City Secretary Contract No. 35326, as subsequently amended by that certain
Amendment No. 1 to Amended and Restated Ec onomic Development Program Agreement dated Dec ember
21, 2009 on file in the City Secretary's Office as City Secretary Contract No. 35326-A1, and that certain
Amendment No. 2 to Amended and Restated Economic Development Program Agreement dated Apri121,
2012 on file in the City Secretary's Office as City Secretary Contract No. 35326-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 3-story apartment complex comprising four (4) separatebuildings
and at least 65 apartment units ("Required Improvements") on approximately 2.496 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 ineeting the terms and c onditions 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 requestedthe City's consentto 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, Tf�REFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City, SWF and S2 agree as follows:
L The City hereby consents to an assignment by SWF of all right, title, and interest granted
to "Developer" by the Agreement, effective as ofthe date on whichthe 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
CITY SECRETARY
Consentto Assignment ofCSCNo. 35326 (Economic DevelopmentProgramAgreement)
by SWF to S2 FT. WORTH, TX
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 spend�g 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 ar Program
Grants payable under the Agreement, as outlined in Section 5.2.3 of the Agreement. Notwithstanding the
foregoing, consistent with that certain letter dated March 21, 2014, from Robert Sturns of Housing and
Economic Development of the City of Fort Worth to Jeff Courtwright of LPC, if the certified appraisal roll
submitted to the City by Tarrant Appraisal District in any given year reflects that the improvements
constructed as Trinity Bluffs - Phase 4, which is proposed to consist of approximately 256 residentialunits
at 432 Samuels Ave., have been appraised following their completion at $6,627,284.74 or more, whether
such completion and appraisal occurs before or after the Effective Date, the Base Grant Amount for
Program Grants payable in the following year and each year thereafter shall not be subject to a reduction
for insufficient Additional Investmentpursuant to Section 5.2.2.1, and Developer shall be relieved of all
reportmg requirements under Section 4.7.3 of the Agreement for spending on Additional Investment.
4. By executing this Consent, the City does not ratify or endorse any agreement or
representation between Assignor and Assignee; grant Assignee 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
origmal 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 insertedvia software such as
Adobe Sign.
[Remainder of page intentionally left blank. Signature pages follow.]
Consentto Assignment ofCSCNo. 35326 (Economic DevelopmentProgramAgreement)
by SWF to S2 Page 2 of4
IN WITNE.SS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
CITY OF FORT WORTH:
Rc'_Jcsus Chapa (Jun 3, 20 11039 CDT)
� �y Jay Chapa
Deputy City Manager
ATTE,ST:
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Date: � u n 3, 2021
APPROVED AS TO FORM AND LEGALITY:
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BY�
Tyler F. Wallach
Assistant City Attorney
Contract Compliance Manager:
By. ����� �� 0
Mary Kayser
City Secretary
By signing, I acknowledge that I am the person
responsible far monitarmg and administration of this contract,
including all performance and reporting requirements.
6.2r�aQ.�
Elise Back (Jun 3, 2021 09:03 CDT)
Elise Back, Manager
Ec onomic D eve lopment
M&C: 21-0310 (May 4, 2021)
Form 1295: 2021-722488 (March 2, 2021); 2021-719083 (February 22, 2021); 2021-717812 (February
17, 2021)
Consentto Assignment ofCSCNo. 35326 (Economic DevelopmentProgramAgreement)
by SWF to S2
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Page 3 of4
Assignor:
SWF TRII�TITY BLUFFS, LLC
a Delaware limited liability company:
�/�'
�: Sean Burton (May 21, 202116:06 EDT)
Name: Sean Burton
Title: President
Date: May 21, 2021
Assignee:
BGO-S2 TRI1vITY 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
��O
�: ScottEverett(May27,202117:50CDT)
Name: Scott Everett
Title: Manager
Date: May 27, 2021
Consentto Assignment ofCSCNo. 35326 (Economic DevelopmentProgramAgreement)
by SWF to S2
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Page 4 of4
ACITY COUNCIL AGEND
DATE: 5/4/2021 REFERENCE
NO..
CODE: C TYPE
**M&C 21- LOG NAME: 17TRINITYBLUFFCONSENT3
0310
CONSENT PUBLIC NO
HEARING:
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.
DISCUSSION:
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\°/o 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 G26763).
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:
FORT �'�'URTH
_�_
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
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 �_ ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Jay Chapa (5804)
Robert Sturns (2663)
Robert Sturns (2663)
ATTACHMENTS