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Home My WebLink AboutContract 29382 CITY SECRETARY CONTRACT NO. 12-11 -03 A 10 •15 RCVD CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 26341,AS AMENDED) This CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT ("Consent Agreement") is 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; COTTON DEPOT, LLC ("Assignor"), a Texas limited liability company; and COTTON DEPOT ASSOCIATES, L.P. ("Assignee"), a Texas limited partnership acting by and through Carleton Realty Advisors, Inc., a Texas corporation and Assignee's sole General Partner. The following statements are true and correct and form the basis upon which the parties have entered into this Amendment: A. The City and Assignor previously entered into a Tax Abatement Agreement, which is a public document on file in the City Secretary's Office as City Secretary Contract ("CSC") No. 26341, as amended by CSC No. 28283 (the "Abatement Agreement"). Under the Abatement Agreement, Assignor agreed to construct at least two hundred (200) residential urban lofts and live/work spaces, as more specifically provided in the Abatement Agreement, on property that Assignor owned in the downtown area of the City(the "Premises"). In return, the City agreed to abate up to one hundred percent (100%) of the real property taxes generated from the increase in the taxable value of the Premises, all as more specifically provided in the Abatement Agreement. B. Assignor has sold the Premises to Assignee. Both Assignor and Assignee have requested that the City consent to an assignment by Assignor of all of Assignor's rights and interest in the Abatement Agreement to Assignee. Under Article VI of the Abatement Agreement, Assignor is prohibited from assigning its rights and interest in the Abatement Agreement to another non-affiliate party unless (i) the City Council determines that the proposed assignee is financially capable of meeting the duties and obligations of Owner, as defined and set forth in the Abatement Agreement, and (ii) the proposed assignee agrees in writing to assume all duties and obligations of Owner under the Abatement Agreement. The City is willing to consent to the proposed assignment solely in accordance with this Consent Agreement. NOW, THEREFORE, the City, Assignor and Assignee, for and in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: UAY Page 1 ll c� �:USISD)U Consent to Assignment of CSC No.26341,as amended, by Cotton Depot,LLC to Cotton Depot Associates,L.P. J�� `�'�'� p �G�•� 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Owner by the Abatement Agreement, effective as of November 18, 2003 ("Effective Date"). 2. Assignor hereby assigns all of its right, title and interest in and to the Abatement Agreement to Assignee. The City hereby 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 Abatement Agreement. 3. The City has not reviewed or agreed to, and does not adopt, ratify or approve of, any aspect or provision of any agreement that may exist between Assignor and Assignee as to such assignment or any other matter concerning the Abatement Agreement. This Consent Agreement does not grant any right, privilege or use to Assignee that is different from or more extensive than any right, privilege or use granted to Owner under the Abatement Agreement. In the event of any conflict between the Abatement Agreement and any agreement that may exist between Assignor and Assignee as to the assignment described herein or any other matter concerning the Abatement Agreement, the Abatement Agreement shall control as to the City. 4. Assignee understands and agrees that no act or omission of Assignor or any third party, whether before or after the Effective Date, will serve to mitigate (i) any Event of Default, as set forth in Article V of the Abatement Agreement, or (ii) any failure to meet any or all of the Abatement Commitments for construction spending, billboard removal, environmental remediation of the Premises, employment on the Premises and/or supply and service vendor contract spending, as set forth in Exhibit 1 of Attachment C to the Abatement Agreement. To the City's knowledge, no Event of Default exists under the Abatement Agreement. Assignor represents that is has not taken or failed to take any action or failed to perform any obligation which with the passage of time or giving of notice would constitute an Event of Default under the Abatement Agreement. 5. Any capitalized terms not defined herein shall have the meanings assigned to them in the Abatement Agreement. [The remainder of this page intentionally left blank.] Page 2 }� J��Gi' g I , � : 1� Consent to Assignment of CSC No.26341,as amended, ,. by Cotton Depot,LLC to Cotton Depot Associates,L.P. n EXECUTED as of the last date set forth below: CITY OF FORT WORTH: ,�-� A STED BY By: z ,� d G r 6c6-r Reid Rector Assistant City Manager Date: �' 11110•.3 APPROVED AS TO FORM AND LEGALITY: By:_��°�_ Peter Vaky Assistant City Attorney M&C: C-19856 11-18-03 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Reid Rector, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer 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 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 114 day of December, 2003. �� `"'�� •- • rC Y PU9, Notary Public in and for ROSELLA BARNES °+ '`'��' NOTARY PUBLIC the State of Texas P I state of Texas 'os[//,a 613 R AIRS o Comm.Exp.03-31-2005 Notary's Printed Name 0 0117 lj Page 3 N15UU'15 .1 Consent to Assignment of CSC No.26341,as amended, [� ,, ,�y�I� by Cotton Depot,LLC to Cotton Depot Associates,L.P. !I�o tiVAOR u O T(F COTTON DEPOT,LLC: By Peter Sonnen,Pt sident Date: ` w 03 § BEFORE ME, the undersigned authority, on this day personally appeared Peter Sonnen, President of COTTON DEPOT. LLC. known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity thcrein stated and as the act and deed of COTTON DEPOT,LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this b' ''`day of December.2-00-/3. ' '- �r^' w'f'^S;, SE AL-1350335 Ncstaty Public to and for OFFICIAL PAULA ANNETTE CAVE rx , n '//� U NOTARY PUBLIC-CALIF a 1��VC/ Z �o COUNTY OF MARIN Notary's Printed Name l_ °" My Comm.EXP.APd19 2006 1 Page 4 Will �GGv G Consent to Assignment of CSC No.26341.as amended. 6FI-A MU:U by Cotton Depot,LLC to Cotton Depot Asco6atee.L P V Vve-d vl/10'd elp-1 8551-008-zle N01318V�-1N07td 8Y Y1 60-50-�30 COTTON DEPOT ASSOCIATES, L.P., a Texas limited partnership By: Carleton Realty Advisors, Inc., its sole General Partner By: Printic-'e L. Gary, President Date: I g &14-03 STATE OF TEXAS § ' COUNTY OF b. a- ta S § BEFORE ME, the undersigned authority, on this day personally appeared Printice L. Gary, President of Carleton Realty Advisors, Inc., the sole general partner of COTTON DEPOT ASSOCIATES, L.P., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of COTTON DEPOT ASSOCIATES, L.P. /-Wc GIVEN UNDER MY HAND AND SEAL OF OFFICE this :�z day of Dece er,2003. )� hv� Notary Public in and for ANA PATTER SON the State of Texas Notary Public State of Texas B-2005 Notary's Printed Name MY COMM.Exp.08.2 DALLAs-1\3899724\4 23678-4 12/03/2003 Page 5 Consent to Assignment of CSC No.26341,as amended, CC-My 01E CILARIMA4 py� by Cotton Depot,LLC to Cotton Depot Associates,L.P. f 0-1 R iy H City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 11/18/2003 DATE: Tuesday, November 18, 2003 LOG NAME: 17DEPOT REFERENCE NO.: **C-19856 . SUBJECT: Consent to Assignment of Tax Abatement Agreement by Cotton Depot, LLC to Cotton Depot Associates, L.P. (City Secretary Contract No. 26341, as Amended) and Authorize Execution of Related Consent Agreement RECOMMENDATION:, It is recommended that the City Council 1. Consent to the assignment by Cotton Depot, LLC of its rights, duties and obligations under its Tax Abatement Agreement (City Secretary Contract No. 26341, as amended) to Cotton Depot Associates, L.P.; and 2. Authorize the City Manager to execute a Consent to Assignment Agreement with Cotton Depot Associates, L.P. DISCUSSION: Pursuant to City Secretary Contract No. 26341, as amended, on November 1, 2000, the City granted Cotton Depot, LLC a tax abatement conditioned on, among other things, the construction of approximately 200 residential loft spaces on property Cotton Depot, LLC owned in downtown Fort Worth at a minimum cost of$13,780,000 (the Tax Abatement Agreement). Cotton Depot, LLC has notified the:City"that it wishes to sell this property to Cotton Depot Associates, L.P. The Tax Abatement Agreement prohibits Cotton Depot, LLC 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 Cotton Depot, LLC. Cotton Depot Associates, L.P. 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. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office b Reid Rector (6266) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Peter Vaky (7601) Lo2name: 17DEPOT Pscre 1 of 1