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ONTRA CT NO.Y
STATE OF TEXAS §
COUNTY OF TARRANT §
AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 28320
TAX ABATEMENT AGREEMENT WITH
BANK ONE, N.A., AS PREVIOUSLY ASSIGNED TO
JPMORGAN CHASE BANK,N.A.
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
28320 ("Amendment") is entered into by and between the CITY OF FORT WORTH,
TEXAS (the "City"), a home rule municipality organized under the laws of the State of
Texas, and JPMORGAN CHASE BANK, N.A. ("Owner"), a national banking
association.
The City and Owner hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Owner have entered into this
Amendment:
A. The City and Bank One, N.A. previously entered into that certain Tax
Abatement Agreement on file in the City Secretary's Office as City Secretary Contract
No. 28320 (the "Agreement"). The Agreement subsequently was assigned to Owner,
the successor to Bank One, N.A. Under the Agreement, Owner agreed to construct
certain real property improvements (defined in the Agreement as the "Required
Improvements") on property in the City located within Tax Abatement Reinvestment
Zone No. 41, City of Fort Worth, Texas (defined in the Agreement as the "Land"), a
reinvestment zone designated by the City Council pursuant to Ordinance No. 15367, in
return for certain real and personal property tax abatements granted to Owner by the City.
C. The Agreement prohibits Owner from assigning any of its rights and
interest in the Agreement to a non-Affiliate owner of the Land and/or Required
Improvements and/or tangible personal property on the Land without the prior consent of
the City Council.
D. Owner has notified the City that it wishes to sell and lease back the Land
and the Required Improvements to an as-yet unidentified non-Affiliate third party. In an
effort to not delay any potential sales transactions of this nature, Owner has requested
that the City amend the Agreement to permit Owner to assign the Agreement to future
owners of the Land and/or Required Improvements and/or tangible personal property on
the Land without the prior consent of the City Council.
E. Because the Required Improvements mandated by the Agreement have
been constructed and the City has received and continues to receive the public benefits
1
Amendment No.I to CSC No. 28320
Page I of 5
anticipated by the Agreement, the City is willing to consent to Owner's request solely in
accordance with this Agreement.
F. Written notice that the City intends to enter into this Amendment, along
with a copy of this Amendment, has been furnished in the manner prescribed by §
312.2041 of the Texas Tax Code.
G. This Amendment is authorized under § 312.208 of the Texas Tax Code
because (i) the provisions of this Amendment could have been included in the original
Agreement and (ii) this Amendment has been entered into following the same procedure
in which the Agreement was approved and executed.
NOW, THEREFORE, the City and Owner, for and in consideration of the terms
and conditions set forth herein, do hereby contract, covenant and agree as follows:
1. Section 5 of the Agreement is hereby deleted in its entirety and replaced with the
following:
So long as the Required Improvements continue to be used for
banking operations, as required by and in accordance with Section 1.3 and
Exhibit "C", Owner may assign, in whole or in part, the Abatement
granted hereunder on the Land, the Required Improvements, and tangible
personal property on the Land to a new owner of all or any portion of such
property, whether an Affiliate or a third party (a "Subsequent
Purchaser"), without the consent of the City provided that (i) Owner first
notifies the City in writing of such intent and (ii) the Subsequent Purchaser
executes a written agreement with the City acknowledging that the
Abatement is subject to full satisfaction by either Owner or Subsequent
Purchaser, or both, of all applicable terms and conditions of this
Agreement. In addition, if any portion of the Abatement is assigned to a
Subsequent Purchaser which then leases any property subject to
Abatement hereunder back to Owner, assignment of such Abatement to
that Subsequent Purchaser shall be contingent on receipt by the City of a
copy of the lease agreement between the Subsequent Purchaser and Owner
or other written evidence satisfactory to the City that demonstrates that
throughout the term of the Abatement Owner is liable under the lease
agreement for payment of all City taxes on such property. Owner
understands and agrees that, pursuant to this Agreement, only the lawful
owner of the Land, the Required Improvements, and tangible personal
property on the Land is eligible to receive Abatement on such property. A
merger or consolidation involving Owner or an Affiliate shall not
constitute an assignment under this Agreement and the surviving entity
shall be entitled to the Abatement provided hereunder.
2. Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
Amendment No.I to C'SC'No.28320
Page 2 of 5
3. Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect.
4. This Amendment contains the entire understanding and agreement between the
City and Owner, their assigns and successors in interest, as to the matters contained
herein. This Amendment may be executed in multiple counterparts, each of which shall
be considered an original, but all of which shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the later date below:
[SIGNATURES FOLLOW IMMEDIATELY ON NEXT TWO PAGES]
Amendment No.I to('S('No.28320
Page 3 of 5
CITY OF FORT WORTH, TEXAS: ATTEST:
Tom Higgins Marty HendrixP
Assistant City Manager City Secretary
Date: /O/Zo/,09
APPROVED AS TO FORM AND LEGALITY:
By: G
Peter Vaky
Assistant City Attorney
M&C: C-23643 7-21-09
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Tom
Higgins, Assistant City Manager of the City of Fort Worth, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the City of Fort Worth, Texas, a municipal corporation, that he was
duly authorized to perform the same by appropriate authorization of the City Council of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 440 day of
, 2009.
^nrP e-4 MARIA S.SANCHEZ
Noiary Public in and for the State f Texas NOTARY PUBLIC
STATE OF TEXAS
My Comm.Exp.12-14-2009
Notary's Printed Name
Amendment No.I to CSC No.28320
Page 4 ot'5
JPMORGAN CHASE BANK, N.A.: ATTEST:
By: By:
N e: (�',� Name:
Tit e: Iv. p Title:
STATE OF jZXA.j §
COUNTY OF bAL n�3 §
BEFORE ME, the undersigned authority, on this day personally appeared
a,hr\R.C`vr,_ecXn , known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act
of JPMorgan Chase Bank, N.A., a national banking association, that s/he was duly
authorized to perform the same as an officer of JPMorgan Chase Bank, N.A. and that s/he
executed the same as the act of JPMorgan Chase Bank, N.A. for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
U ` 2009.
Notary Public in and for the State of =ECEM13ER TH
E m
i:
000
Notary's Printed Name
Amendment No.I to('SC No. 28320
Page 5 ot'5
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/21/2009
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, July 14, 2009 REFERENCE NO.: C-23643
LOG NAME: 17JPMCAMEND
SUBJECT:
Authorize the Execution of an Amendment to City Secretary Contract No. 28320, a Tax Abatement
Agreement with Bank One,N.A.
RECOMMENDATION:
It is recommended that the City Council authorize the City
Manager to execute an amendment to the Tax Abatement
Agreement with Bank One,N.A., City Secretary Contract No.
28320.
DISCUSSION:
On December 17, 2002, the City Council entered into a Tax
Abatement Agreement(City Secretary Contract No. 28320) with
Bank One,N.A., (now JPMorgan Chase Bank, N.A., or JPMC)to
abate real and personal property ad valorem taxes on property
located at 14800 Frye Road in the Centerport Business Park in
return for construction and operation of a 400,000 square foot
regional banking operations center.
JPMC now wishes to sell the real property and lease it back for
continued use on a long—term basis. Under state law, an abatement
on real property taxes can only be granted to the owner of the
property in question. Consequentially, JPMC is asking the City of
Fort Worth for the ability to assign the benefits and obligations of
JPMC under the Agreement to a future property owner that is
undetermined at this time. Future property sales may also take
place and JPMC has also requested that assignments to future
property owners be allowed without the consent of the City
Council, conditioned on (i)the property continuing to be used for
banking purposes and(ii) in any case where the banking operations
are provided by a tenant,rather than the property owner to whom
the Agreement has been assigned, a requirement that the tenant
(such as JPMC under the current proposal) must be obligated to
pay all taxes on the property as part of its rent payable to the
property owner.
Under the proposed amendment. JPMC and future real property
owners will be bound to all obligations and requirements that arc
imposed on JPMC under the existing Agreement and the City must
be notified as to the identity of the real property owner in the event
of an assignment. In exchange for these contingencies,JPMC will
be allowed to assign its rights and obligations under the Agreement
to future owners of the property without the consent of the City.
Because the 400,000 square foot operations center was constructed
as required in the Agreement and because the City will continue to
receive the public benefits resulting from this facility and its
business operations, City staff has no objections to the request.
There are six abatement years remaining under the Agreement.
The facility affected by this Amendment is located in COUNCIL
DISTRICT 5.
FISCAL INFORMATION:
The Financial Management Services Director certifies that this
action will have no material effect on City funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by: Thomas Higgins (6140)
Originating Department Head: Jay Chapa (6192)
Additional Information Contact: Mark Folden (8634)
ATTACHMENTS
No attachments found.