Loading...
HomeMy WebLinkAboutContract 28320-A1 t 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.