The URL can be used to link to this page

Home My WebLink AboutContract 28905 0-il-03 A08 :24 1 N 07-17-03 A08 :26 IN CONSENT TO ASSIGNMENT OF CITY SECRETARY TAX ABATEMENT AGREEMENT CONTRACT NO. 705' (CITY SECRETARY CONTRACT NO. 27004) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 27004 ("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; OPUS REAL ESTATE FLORIDA V, L.L.C., a Delaware limited liability company, formerly known as Augustine DDN, L.L.C., surviving entity of a merger with AGFOODS LIMITED PARTNERSHIP, a Delaware limited partnership ("Assignor"); and OPUS REAL ESTATE, TEXAS V LIMITED PARTNERSHIP, a Texas limited partnership ("Assignee"). The following introductory provisions are true and correct and form the basis of this Consent: A. On or about August 13, 2001 the City and Meacham Rail 191 Limited Partnership, a Texas limited partnership ("Owner"), entered into City Secretary Contract No. 27004 (the "Agreement"). Under the Agreement, Owner (i) agreed to construct certain improvements on property then owned by Owner (the "Premises"), and (ii) committed to meet various employment levels on the Premises and to make certain annual expenditures for the continuing operation of improvements on the Premises, all as provided by and in accordance with the Agreement. B. Section 5 of the Agreement specifically allowed Owner to assign the Agreement to Assignor, but prohibits assignment of the Agreement to any other party without the advance approval of the City Council and execution by the proposed assignee of a written agreement under which such assignee agrees to assume all obligations of Owner under the Agreement. C. Assignor wishes to sell the Premises and all improvements thereon to Assignee and to assign the Agreement to Assignee so that Assignee may receive the tax abatement benefits currently provided to Assignor. The City is willing to consent to an assignment of the Agreement to Assignee solely in accordance with this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City, Assignor and Assignee agree as follows: 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Owner by the Agreement, effective as of January 1, 2003 ("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 as of the Effective Date Assignee will comply with all duties and obligations of Owner set forth in the Agr(�e;�ement. 60 FAA:JL OBIS N;J b Consent to Assignment of CSC No.27004 ��u u G-�� k u by AgFoods Limited Partnership to Opus Real Estate Texas V Limited Partnership `i't'i(! K VEX Page i 3. Assignee understands and agrees that no act or omission of Owner or Assignor, whether before or after the Effective Date, will serve to mitigate (i) any Event of Default set forth in Section 4.1 of the Agreement or (ii) any failure to meet any or all of the numerical commitments for construction spending, employment on the Premises and supply and service vendor contract spending set forth in Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 of the Agreement. 4. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. EXECUTED in multiples as of the last date indicated below: CITY OF FORT WORTH: ATTEST- By: By: Reid Rector Rector G oria Pears Assistant City Manager City Secretary Date: EAfkch'v/e, aS D-' 2-5-1).3 APPROVED AS TO FORM AND LEGALITY: By: � % ! � Peter Vaky Assistant City Attorney M&C: C-19412 01-14-03 OPUS REAL ESTATE FLORIDA V,L.L.C.: By: Luz a- Title: K(C2 Date: F2bi-Ua m 5 ZOO FIF i ;I All 1 G°sE�OD. 'Off Consent to Assignment of CSC No.27004 FYI by AgFoods Limited Partnership to Opus Real Estate Texas V Limited Partnership Page 2 OPUS REAL ESTATE TEXAS V LIMITED PARTNERSHIP By: Opus Real Estate USA V, L.L.C., its general partner By:_ L, Name: L'CVJ Title: Date: r-eb,--Uavt, Consent to Assignment of CSC No.27004 by AgFoods Limited Partnership to Opus Real Estate Texas V Limited Partnership Page 3 Z� STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Reid Rector, 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 and that s/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 day 2003. ky L'111 ,�P?.p a•. ROSELLA BARNES '`_� NOTARY PUBLIC {N , State of Texas Notary Public in and for the State of Texas � �'Comm.Exp,03-31-2005 STATE OF MINNESOTA § COUNTY OF HENNEPIN § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Minnesota, on this day personally appeared LUz Cart[DCL , 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 Opus Real Estate Florida V,L.L.C., formerly known as Augustine DDN, L.L.C., surviving entity of a merger with AgFoods Limited Partnership and that s/he executed the same as the act of Opus Real Estate Florida V, L.L.C. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day r2bry aqd 12003. ® V VALERIE K. HIMLE Notary Public in and for the State of Minnesota NOTARY PUBLIC-MINNESOTA My Commission Expires Jan.31,2m ar Wwwii.k.^V V, A nn m Consent to Assignment of CSC No. 27004 by AgFoods Limited Partnership to Opus Real Estate Texas V Limited Partnership STATE OF MINNESOTA § COUNTY OF HENNEPIN § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared WCl&L LW , 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 Opus Real Estate USA V, L.L.C., as the general partner of Opus Real Estate Texas V Limited Partnership and that s/he executed the same as the act of Opus Real Estate USA V,L.L.C., in its capacity as general partner of Opus Real Estate Texas V Limited Partnership for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day J-14- ,2003. U r6 hill, VALERIE K. HIMLE Notary Public in and for the State of Minnesota NOTARY PUBLIC-MINNESOTA MY Commission Expires Jan.31,2006 Consent to Assignment of CSC No.27004 by AcrFoods Limited Partnership to Opus Real Estate Texas V Limited Partnership 1� City of Fort Worth, Texas "Clyor el"d cou"Cit commu"icatio" DATE REFERENCE NUMBER LOG NAME PAGE 1/14/03 **C-19412 17FOODS 1 of 1 SUBJECT CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT BY AGFOODS LIMITED PARTNERSHIP TO OPUS REAL ESTATE TEXAS V LIMITED PARTNERSHIP, CITY SECRETARY CONTRACT NO. 27004, AND AUTHORIZE EXECUTION OF RELATED CONSENT AGREEMENT RECOMMENDATION: It is recommended that the City Council: 1. Consent to the assignment by AgFoods Limited Partnership (AgFoods) of its rights, duties and obligations under its Tax Abatement Agreement, City Secretary Contract No. 27004, to Opus Real Estate Texas V Limited Partnership (Opus); and 2. Authorize the City Manager to execute a Consent to Assignment Agreement with Opus. DISCUSSION: On August 9, 2001 (M&C C-18708, and City Secretary Contract No. 27004), the City Council granted AgFoods a tax abatement conditioned on, among other things, the construction of an approximately 420,000 square foot distribution facility in the Railhead Business Park costing approximately $12,000,000 and the creation of at least 84 new jobs (the Tax Abatement Agreement). The facility is a regional distribution center that receives dry temperature products from various manufacturing, processing and packaging facilities. Those products are then distributed to various retail and food service customers from the center. AgFoods has notified the City that it wishes to sell this distribution center to Opus. The Tax Abatement Agreement prohibits AgFoods from assigning its rights under the Tax Abatement Agreement to a third party unless the City Council first consents to the assignment and the proposed assignee enters into an agreement with the City under which the assignee agrees to assume all duties and obligations of AgFoods. Opus has agreed to enter into such an agreement with the City, and City staff has no objection to the proposed assignment. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. RR:k Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Reid Rector 6140 Originating Department Head: Torn Higgins 6192 (from) APPROVED 1/14/03 Additional Information Contact: Peter Vaky 7601