HomeMy WebLinkAboutContract 30458-CA1 GifY SECRETARY
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 30458)
AND ESTOPPEL CERTIFICATE
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 30458) AND
ESTOPPEL CERTIFICATE ("Consent") is made and entered into by and between the CITY
OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State
of Texas; LINCOLN TRINITY BLUFFS, L.P. ("Assignor"), a Delaware limited partnership;
and TRINITY BLUFFS ACQUISITION CORPORATION ("Assignee"), a Delaware
corporation.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. As of September 3, 2004 the City and Trinity Bluff Development, Ltd., a Texas limited
partnership, entered into that certain Economic Development Program Agreement on file in the City
Secretary's Office as City Secretary Contract No. 30458 (the "Agreement"). Under the
Agreement, Trinity Bluff Development, Ltd. (defined as "Developer" for purposes of the
Agreement) agreed to expend at least $25 million in Construction Costs for an apartment complex
containing approximately 300 units on approximately 4.647 acres of land on the north side of the
City's downtown and for certain other site development improvements to provide pedestrian access
points and trail connections to the Trinity River, all as more specifically set forth in the Agreement.
B. Section 10 of the Agreement prohibits an assignment of the Agreement to a party other than
Lincoln Property Southwest, Inc. or an affiliate thereof without the prior consent of the City
Council. On August 30, 2005 Trinity Bluff Development, Ltd. assigned all of its right, title and
interest in the Agreement to LPC WO Trinity, L.P., a Texas limited partnership and an affiliate of
Lincoln Property Southwest, Inc., pursuant to that certain Assignment and Assumption Relating to
Economic Development Program Agreement between those parties. On August 31,2005, LPC WO
Trinity, L.P. assigned all of its right,title and interest in the Agreement to Assignor, which is also an
affiliate of Lincoln Property Southwest, Inc., pursuant to that certain Assignment and Assumption
Relating to Economic Development Program Agreement between those two parties.
C. Assignor now wishes to sell the Development Property (as defined in the Agreement) and
all improvements thereon to Assignee and to assign all of its right, title and interest in the
Agreement to Assignee. Because Assignee is not an affiliate of Lincoln Property Southwest, Inc.,
City Council approval of such assignment is required by Section 10 of the Agreement. The City is
willing to consent to an assignment of the Agreement to Assignee solely in ac TOFFYICIAL
Consent.
RECORD
i iii:C�tETARY �
Pagel of 4
' fi=T. WORTH, TX
Consent to Assignment of CSC No. 30458 (Economic Development Program Agreement)
by Lincoln Trinity Bluffs, LP to Trinity Bluffs Acquisition Corporation and Estoppel Certificate
09-07- 11 P02 :47 OUT
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 Developer by the Agreement, effective on the later of(i) the date on which the
City, Assignor and Assignee have all executed this Consent or (ii) the effective date of an
assignment and assumption agreement between Assignor and Assignee relating to the
Agreement, a copy of which must be provided to the City("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 Assignee will comply
with and assume all duties and obligations of Developer set forth in the Agreement arising on
and after the Effective Date. Assignor shall comply with and be liable for performance of all
duties and obligations of Developer arising prior to the Effective Date.
3. Notwithstanding anything to the contrary herein, Assignee understands and agrees that no
act or omission of Assignor, whether before or after the Effective Date, will serve to mitigate any
event of default set forth in Section 6 of the Agreement or elsewhere therein or any failure to
meet any or all of the numerical commitments for construction spending, employment, and
supply and service spending for the Required Improvements, as set forth in Sections 4.1, 4.2, 4.3,
and 4.4 of the Agreement.
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. As of the date of execution of this Consent by the City, to the knowledge of the City,
there exists no factual circumstance or condition which, with notice or the lapse of time, or both,
would give rise to any obligation of any party to the Agreement which, if not satisfied, will
constitute an event of default on the part of either the City or Assignor.
8. The City hereby agrees that Assignee shall be entitled to relay upon the statements set
forth in this Consent.
9. On and after the Effective Date, all notices which are required or desired to be sent to
Developer under the Agreement shall be delivered to the following:
Trinity Bluffs Acquisition Corporation
5847 San Felipe, Suite 150
Houston, TX 77057
Page 2 of 4
Consent to Assignment of CSC No. 30458 (Economic Development Program Agreement)
by Lincoln Trinity Bluffs, LP to Trinity Bluffs Acquisition Corporation and Estoppel Certificate
with copies to:
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, NY 10017
Attn: Shegun Holder
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, NY 10017
Attn: Jean Anderson
Lincoln Property Company
6500 Greenville Ave, Suite 600
Dallas, TX 75206
Attn: Sheila Carter
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
The City:
CITY OF FORT WORTH: ATTEST:
By: By: D
n
S s lapis Marty Hendrix
Assistant City Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY: >3 o `
L
a a y~
X,
By: .
Peter Vaky
�t City Attorney
OFFICIAL RCCCRC
LZCpufy
M&C: C-25125 08-23-11 CITY SECRETARY
FT, WORTH, TX
[SIGNATURES CONTINUE IMMEDIATELY ON NEXT PAGE] _
Page 3 of 4
Consent to Assignment of CSC No. 30458 (Economic Development Program Agreement)
by Lincoln Trinity Bluffs, LP to Trinity Bluffs Acquisition Corporation and Estoppel Certificate
Assignor:
LINCOLN TRINITY BLUFFS, LP, a Delaware
limited partnership:
By: LPC WO Trinity, LP, a Texas limited
partnership and its sole general partner:
By:Lincoln No. 2094, Inc., a Texas
Corporation and its sole general partner:
By:
Date: g-2 S- L
Assignee:
TRINITY BLUFFS ACQUISITION
CORPORATION, a Delaware corporation:
By:
Name:
Title:
Date:
OFFICIAL. RECORD
CITY SECRETARY
FT. WORTH, TX
Page 4 of 4
Consent to Assignment of CSC No. 30458 (Economic Development Program Agreement)
by Lincoln Trinity Bluffs, LP to Trinity Bluffs Acquisition Corporation and Estoppel Certificate
Assignor:
LINCOLN TRINITY BLUFFS,LP, a Delaware
limited partnership:
By: LPC WO Trinity, LP, a Texas limited
partnership and its sole general partner:
By:Lincoln No. 2094, Inc., a Texas
Corporation and its sole general partner:
By:_ NJ,-`� t
Date:- .`
Assignee:
TRINITY BLUFFS ACQUISITION
CORPORATION, a Delaware corporation:
By:
Name: CZ OV
Title: J
Date:___
Page 4 of 4
Consent to Assignment of CSC No. 30458 (Economic Development Program Agreement)
by Lincoln Trinity Bluffs. LP to Trinity Bluffs Acquisition Coq)oration and Estoppel Certificate
r
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT WORTH
COUNCIL ACTION: Approved on 8/23/2011
DATE: 8/23/2011 REFERENCE C-25125 LOG NAME: 17TRINITYBLUFFCONSENT
NO..
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Consent to Assignment to Economic Development Program
Agreement Contract No. 30458 with LPC Trinity Parks LP, to Allow Assignment of the
Trinity Bluff Phase I Agreement to JP Morgan Investment Management, Inc., or an Affiliate
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to assignment to Economic
Development Program Agreement Contract No. 30458 with LPC Trinity Parks LP, to allow
assignment of the Trinity Bluff Phase I Agreement to JP Morgan Investment Management, Inc., or an
affiliate.
DISCUSSION:
On Septmber 3, 2004, the City entered into an Economic Development Program Agreement with
Trinity Bluff Development, Ltd. (Developer) for the development of an apartment complex with 300
units for lease at market rates on property in the northeast portion of the downtown area known as
Trinity Bluff, and to provide and develop enhanced perimeter interior streetscape, open space and
pedestrian access to the Trinity River in the vicinity of the property (City Secretary Contract No.
30458, M&C C-20216). The Agreement required the developer to invest at least $25,000,000.00 in
real property improvements and spend the greater of 20 percent or $5,000,000.00 of those costs with
certified Fort Worth M/WBE companies. The Agreement also requires the Developer at all times to fill
at least one job on site and if there were multiple jobs on the site, to fill at least 25 percent with Fort
Worth Central City residents. Finally, the Agreement requires the Developer annually to spend the
greater of $30,000.00 for supplies and services related to the operation of the development or 25
percent of all such costs with certified Fort Worth M/WBE companies.
In return the City, as authorized by Chapter 380 of the Texas Local Government Code, agreed to pay
Developer up to fourteen (14) annual economic development program grants in an amount not to
exceed the real and personal property taxes attributable to the apartment complex site received by
the City in the previous year, subject to annual caps specified in the Agreement. There is also a cap
of$2,973,230.00 on the aggregate amount of program grants that can be paid under the Agreement.
On May 30, 2007, Trinity Bluff Development, Ltd., assigned all of its rights and obligations under the
Agreement to LPC Trinity Parks LP, which is an affiliate of Lincoln Property Company Southwest, Inc.
In August 2011, LPC Trinity Parks LP, approached the City about its desire to sell the apartment
complex to JP Morgan Investment Management, Inc., or one of its affiliates (the Purchaser). As part
of the proposed sale, the Developer needs to assign the Agreement to the Purchaser. Under the
Agreement, LPC Trinity Parks LP, is prohibited from assigning the Agreement to another party
without the City Council's consent.
City staff does not object to this request. The Developer met all construction-related commitments
required by the Agreement, and the Purchaser will be required to meet all ongoing obligations of the
09-07-11 P02 :47 OUT
Developer under the Agreement. The City will continue to receive the public benefits resulting from
development of this project. Any future assignment of the Agreement by Purchaser would have to be
approved by City Council. There are up to 13 grant years remaining under the Agreement.
The Trinity Bluff development is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services 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 W.. Susan Alanis (8180)
Originating_Department Head: Jay Chapa (5804)
Additional Information Contact: Robert Sturns (8003)
ATTACHMENTS
LINCOLN
PROPERTY
COMPANY
September 22,2005
Via: Certified Mail,
Return Receipt Requested
# 7004 2890 0003 2267 3603
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth,Texas 76102
RE., Economic Development Program Agreement Between City of Fort Worth, Texas
And Trinity Bluff Development,Ltd. dated as of September 3,2004, City
Secretary Contract No. 30458(the "Agreement')
Dear City Manager:
Pursuant to Paragraph 10 of the above referenced Agreement, you are hereby notified on behalf
of all parties to the assignments which are referenced herein, that as of August 31, 2005 Trinity
Bluff Development,Ltd. has assigned all of its rights and obligations under the above referenced
Agreement to LPC WO Trinity Bluffs LP which is an affiliate of Lincoln Property Company
Southwest, Inc. Further, LPC WO Trinity Bluffs LP assigned all of its rights and obligations
under the above referenced Agreement to Lincoln Trinity Bluffs LP which is also an affiliate of
Lincoln Property Company Southwest, Inc. as of August 31, 2005. Copies of both assignments
are enclosed. A contact person at Lincoln Property Company Southwest, Inc. is Jeff Courtwright
at 214-740-3300,who is representative for all Lincoln entities involved in these assignments.
Sincerely,
LINCOLN TRINITY BLUFFS LP
By: LPC WO Trinity Bluffs LP,
its general partner
By: Lincoln No. 2094, Inc.,
its general partner
By.
Dan IV..,��cs
Vice P dent
DMJ:gh
LINCOLN PKOPEKrY CONIPANI
3300 Lim oi> N PI AZA
500 N. AkAKU SIKI-1-T
PAI I Ati YX ,S2U) 3;44
_'14 ,40 3'Mo
2141 "40-344" fAk tilvIn_I
J9-08- 1 1 Al '1 15 0U I
cc: City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
(Via: Certified Mail, Return Receipt Requested)
# 7004 2890 0003 2267 3580
Economic/Community Development Director
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
(Via: Certified Mail,Return Receipt Requested)
# 7004 2890 0003 2267 3597
2
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i
ASSIGNMENT AND ASSUMPTION OF
AGREEMENT RELATING TO ECONOMIC DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT RELATING TO
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT by and between TRINITY
BLUFF DEVELOPMENT, LTD., a Texas limited partnership ("Assignor") and LPC WO
R NITY, L.P., a Texas limited partnership ("Assignee") (this "Assignment") is made as of the
day of August, 2005.
RECITALS:
A. Assignor is the owner of those certain tracts of land described in Exhibit A attached
hereto and made a part hereof for all purposes (the"Assigned Property").
B. Assignor, as "Owner," is a party to that certain ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT between the City of Fort Worth, Texas, a home rule
municipal corporation organized under the laws of the State of Texas ("City") and
Owner,dated September 3, 2004, City Secretary Contract No. 30458 (the"Agreement").
C. Assignor is simultaneously herewith selling the Assigned Property to Assignee.
D. Assignor and Assignee desire to reflect certain agreements concerning the Agreement as
it relates to the Assigned Property, and they desire to enter into certain covenants and
agreements relating thereto.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in further consideration of the provisions, covenants and agreements
hereinafter set forth, it is agreed as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee all of
Assignor's right, title and interest in and to the Agreement as and to the extent the
Agreement expressly relates to the Assigned Property, including all of Assignor's
rights, responsibilities and obligations under the Agreement relating to the
Assigned Property (the "Assigned Interests").
2. Assignee hereby accepts the assignment of the Assigned Interests and agrees to
assume, discharge and be bound by, in accordance with the terms of the t
Agreement, all of Assignor's duties and obligations under the Agreement relating
in any way to the Assigned Property and the Assigned Interests from and after the
date hereof and all of the terms of the Agreement, in their entirety, as the
Agreement relates to the Assigned Property and the Assigned Interests, including
all of the Assignor's rights, responsibilities and obligations under the Agreement
relative to the Assigned Property. Additionally, Assignee hereby agrees as
follows:
ASSIC4NMEN'I AND ASSUMPTION OE ECONOMIC DEVELOPMENT AGREEMENT Page 1
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(a) Assignee agrees to provide a duplicate original of this Assignment to
County and City by written notice within thirty (30) days of the date of
this Assignment.
(b) Assignee acknowledges and agrees that from and after the date hereof,
Assignor, the Owner, County and City may modify, amend or otherwise
revise the Agreement in any manner relating to any portion of the property
covered by the original Agreement other than the Assigned Property (the
"Non Assigned Property") in their sole discretion without the consent or
approval of Assignee. Furthermore, upon written request from Assignor
or County and/or City, Assignee agrees to execute a substitute Agreement
with respect to the Assigned Property effectively separating the Assigned
Property from the original Agreement, such substitute Agreement to be in
a form reasonably acceptable to Assignor, County and/or City and
Assignee.
3. Assignee agrees to indemnify and hold harmless Assignor and each of Assignor's
successors and assigns from any cost, liability, damage or expense (including,
without limitation, attorneys' fees) arising out of or relating to Assignee's failure
to perform any of the foregoing obligations assumed by Assignee hereunder.
4. If any litigation between Assignor and Assignee arises out of the obligations of
the parties under this Assignment or concerning the meaning or interpretation of
any provision contained herein, the losing party shall pay the prevailing party's
costs and expense of such litigation including, without limitation, reasonable
attorneys' fees.
5. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
6. If there is a conflict between the terms of this en and the terms of that
certain Contribution Agreement, dated as of 2005, between the
parties hereto that survive the Closing (defined th ein), the terms of the
Contribution Agreement that survive the Closing shall control.
EXECUTED as of the first date written above.
[SIGNATURE PAGES ATTACHED]
ASSIGNMENT AND ASSUMPTION OF ECONOMIC DEVELOPMENT AGREEMENT Page 2
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SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION AGREEMENT
RELATING TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Assignment to be
executed effective as of the day and year first above written.
ASSIGNOR: TRINITY BLUFF DEVELOPMENT, LTD.,
a Texas limited partnership
By: Trinity Bluff Development Management, LLC,
a Texas limited liability company,
its gener partner
Date E ecuted by As nor: ;
Title:
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
ASSIGNMENT AND ASSUMPTION OF ECONOMIC DEVELOPMENT AC REEMEN'T Page 3
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ASSIGNEE: LPC WO TRINITY, L.P.,
a Texas limited partnership
By: Lincoln No. 2094, Inc.,
a Texas corporation,
its general partner
Date Execute by Assignor: By:
Name:
Title: V= PresKMM
ASSIGNMFNT AND ASSUMPTION OF E('ONOMIC DEVELOPMENT A(iKEEMENT Page 4
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STATE OF TEXAS §
COUNTY OF 1,4K6,W i §
This instrument �wias acknowledged before me on August �J, 2005, by
/")ip ` � ���� 1/i G&e' of Trinity Bluff Development Management, LLC,
a Texas limited liability company, general partner of Trinity Bluff Development, Ltd., a Texas
limited partnership, on behalf of said entities.
[Seal] =I.W.ry ,i DINAJ.MCIONNEY
" MY COMMISSION EXPIRES Notary Public, tate of Texas
R1--O�: February 18,2007
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on August , 2005, by Lincoln
No. 2094, Inc., a Texas corporation, general partner of LPC WO Trinity, L.P,, a Texas limited
partnership, on behalf of the corporation and partnership.
[SEAL] 4tatKPA AAS�—
Notary Public, State of Texas
� w HEATHER GAR Y
NOTARY PUBLIC STATE OF TEXAS
v COMMISSION EXPIRES:
NOVEMBER 12,2006
ASSIGNMENT AND ASSUMPFION OF EC ONOMIc DEVFLOPMENT AGREEMENT Page 5
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EXHIBIT A
ASSIGNED PROPERTY
EXHIBrr A Page
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EXHIBIT A
ASSIGNED PROPERTY
Being Lot 4, Block 1 TRINITY BLUFF, an Addition to the City of
Forth Worth, Tarrant County, Texas, according to the plat thereof
recorded in Cabinet A, Slide 10218, Plat Records, Tarrant County,
Texas.
Exxisl,r A Page l
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ASSIGNMENT AND ASSUMPTION RELATING TO
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION RELATING TO ECONOMIC
DEVELOPMENT PROGRAM AGREEMENT by and between LINCOLN TRINITY
BLUFFS, LP, a Delaware limited partnership ("Assignee") and LPC WO TRINITY, L.P., a
Texas limited partnership ("Assignor") (this "Assignment") is made as of the -3� day of
August, 2005.
RECITALS:
A. Assignor is the owner of those certain tracts of land described in Exhibit A attached
hereto and made a part hereof for all purposes (the "Assigned Property").
B. Assignor, as "Owner," is a party to that certain ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT between the City of Fort Worth, Texas, a home rule
municipal corporation organized under the laws of the State of Texas ("City") and
Owner, dated September 3, 2004, City Secretary Contract No. 30458 (the "Agreement").
C. Assignor is simultaneously herewith selling the Assigned Property to Assignee.
D. Assignor and Assignee desire to reflect certain agreements concerning the Agreement as
it relates to the Assigned Property, and they desire to enter into certain covenants and
agreements relating thereto.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in further consideration of the provisions, covenants and agreements
hereinafter set forth, it is agreed as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee all of
Assignor's right, title and interest in and to the Agreement as and to the extent the
Agreement expressly relates to the Assigned Property, including all of Assignor's
rights, responsibilities and obligations under the Agreement relating to the
Assigned Property (the "Assigned Interests").
2. Assignee hereby accepts the assignment of the Assigned Interests and agrees to
assume, discharge and be bound by, in accordance with the terms of the t
Agreement, all of Assignor's duties and obligations under the Agreement relating
in any way to the Assigned Property and the Assigned Interests from and after the
date hereof and all of the terms of the Agreement, in their entirety, as the
Agreement relates to the Assigned Property and the Assigned Interests, including
all of the Assignor's rights, responsibilities and obligations under the Agreement
relative to the Assigned Property. Additionally, Assignee hereby agrees as
follows..
ASSIGNMENT AND ASSUMPTION RELATING TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT Page 1
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(a) Assignee agrees to provide a duplicate original of this Assignment to
County and City by written notice within thirty (30) days of the date of
this Assignment.
(b) Assignee acknowledges and agrees that from and after the date hereof,
Assignor, the Owner, County and City may modify, amend or otherwise
revise the Agreement in any manner relating to any portion of the property
covered by the original Agreement other than the Assigned Property (the
"Non Assigned Property") in their sole discretion without the consent or
approval of Assignee. Furthermore, upon written request from Assignor
or County and/or City, Assignee agrees to execute a substitute Agreement
with respect to the Assigned Property effectively separating the Assigned
Property from the original Agreement, such substitute Agreement to be in
a form reasonably acceptable to Assignor, County and/or City and
Assignee.
3. Assignee agrees to indemnify and hold harmless Assignor and each of Assignor's
successors and assigns from any cost, liability, damage or expense (including,
without limitation, attorneys' fees) arising out of or relating to Assignee's failure
to perform any of the foregoing obligations assumed by Assignee hereunder.
4. If any litigation between Assignor and Assignee arises out of the obligations of
the parties under this Assignment or concerning the meaning or interpretation of
any provision contained herein, the losing party shall pay the prevailing party's
costs and expense of such litigation including, without limitation, reasonable
attorneys' fees.
5. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
6. If there is a conflict between the terms of this Agreement and the terms of that
certain Contribution Agreement, dated as of , 2005, between the
parties hereto that survive the Closing (defined therein), the terms of the
Contribution Agreement that survive the Closing shall control.
EXECUTED as of the first date written above.
[SIGNATURE PAGES ATTACHED]
ASSIGNMENT AND ASSUMPTION RELATFNG TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT Page 2
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SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION AGREEMENT
RELATING TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Assignment to be
executed effective as of the day and year first above written.
ASSIGNEE: LINCOLN TRINITY BLUFFS, LP,
a Delaware limited partnership
By: LPC WO TRINITY LP,
a Texas limited partnership,
its general partner
By; Lincoln No. 2094, Inc.,
Date Executed by Assignee: a Texas corporation,
its general partner
By: �z _
Name. T
Title: t�� racy "r
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
ASSIGNMENT AND ASSUMPTION RELATRJG TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT Page 3
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ASSIGNOR: LPC WO TRINITY, L.P.,
a Texas limited partnership
By: Lincoln No. 2094, Inc.,
a Texas corporation,
its general partner
i
Date Executed by Assignor: By:
Nam F COURTWRIGHT
OO J Title: VWO President
Ass 1GNMEN'I AND ASSUMPTION RELATING To ECONOMIC DEVELOPMENT PROGRAM AGREEMENT Page 4
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STATE OF TEXAS §
COUNTY OF §
0NU' jMXnst ent was acknowledged before me on August , 2005, by
LPC WO TRINITY, L.P., a Texas limited
partnership, general pdtner of Lincoln Trinity Bluffs, LP, a Delaware limited partnership, on
behalf of said entities.
[Seal] E -
STATE H=STATE ITY
NEXAS An-TAOA (
5: NOtar Public N0s y , State of Texas
OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on August 31 , 2005, by Lincoln
No. 2094, Inc., a Texas corporation, general partner of LPC WO Trinity, L.P., a Texas limited
partnership, on behalf of the corporation and partnership.
[SEAL] Av'i-v A�A194,
Notary Public, State of Texas
r°4�Yw HEATHER GARITY
NOTARY PUBLIC STATE OF TEXAS
y t� COMMI331011 EXPIRES:
NOVEMBER 12,2006
AsslGNMFNT AND ASSUMPTION RELATING Tu ECONOMIC DEVELOPMENT PROGRAM AGREEMENT Page 5
H 1I MSICLIEN I SUNCOLN\Trinity Bluffs,Ft Worth(6700)\Assignmenl Economic DevAgrml(WO to TB)001 doc
EXHIBIT A
ASSIGNED PROPERTY
Being Lot 4, Block 1 TRINITY BLUFF, an Addition to the City of
Forth Worth, Tarrant County, Texas, according to the plat thereof
recorded in Cabinet A, Slide 10218, Plat Records, Tarrant County,
Texas.
EX}iiBIT A Page I
H\TMS\CLIENTS\I_lNCOLN\Tnmty Bluffs,Ft. Worth(67D0)AAssignmentEconomicDevAgrmt(WO to TB)001 doc
Chakrathouk, Manivanh
From: Vaky, Peter
Sent: Friday, September 09, 2011 11:51 AM
To: Alvarado, Ana
Cc: Gonzales, Ronald; Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
The Assignment is an agreement between LPC Trinity Parks, LP and JPMorgan Chase. The City is not a party to that
agreement, so, no, it is not filed with the City Secretary. Only the Consent to Assignment, to which the City is a party, is
filed.
From: Alvarado, Ana
Sent: Friday, September 09, 2011 11:45 AM
To: Vaky, Peter
Cc: Gonzales, Ronald; Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
You are right Peter I was. Do we need to file assignments with CSO?
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From: Vaky, Peter
Sent: Friday, September 09, 2011 11:41 AM
To: Alvarado, Ana
Cc: Gonzales, Ronald; Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
Ron/Monni:
The short answer: This is the first Consent to Assignment.
Ana:
The long answer. You are confusing"Consent'with "Assignment." The is the second Assignment of the Agreement, but
only the first consent to Assignment. The original Agreement with Trinity Bluff, Ltd. allowed Trinity Bluff to assign the
Agreement to Lincoln Property Company or an affiliate without City Council consent, but in any other case, consent was
required.
Trinity Bluff indeed did assign the Agreement to LPC Trinity Parks LP, an affiliate of Lincoln Property Company. There
was no Consent to Assignment document in that case, because the assignment was by right; it did not require any
consent.
In the present case, LPC Trinity Parks LP wanted to assign to the Agreement to JPMorgan Chase, a non-Lincoln Property
affiliate. That assignment required City Council consent. Hence, this Consent to Assignment document, which is the first
one.
From: Alvarado, Ana
Sent: Friday, September 09, 2011 10:15 AM
To: Vaky, Peter
Subject: FW: Contract: Consent to Assignment of CSC No. 30458
1
Peter,
Can you send an email to Ron and Monni please?
Ala 4 Alaiz*ah
From: Gonzales, Ronald
Sent: Friday, September 09, 2011 10:09 AM
To: Chakrathouk, Manivanh
Cc: Alvarado, Ana
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
Ana,
That will be fine. A better method would to have an e-mail from Peter that we can
include with our files.
The problem is not with a contract going before Council for the approval; its the
"paper trail" that is needed to ensure that when we are asked to provide a copy of an
agreement or contract that we have a complete file since the City Secretary's Office is
the office of record. When we do not receive an amendment or change to the original
document when the change document is "approved" by a department head or a City
attorney, it impacts our tracking system and creates an incomplete file. This is
especially critical when we receive a public information request for a document or a
request for a copy of the document from the originating department and discover that
there have been multiple change orders or amendments (again, that did not go before
Council) that we did not receive and are filed in the department.
Basically, whenever there is a change to a contract, regardless if there is formal
approval by the Council or not, we need to process that change (assign a contract
number) and enter it into our tracking system.
Ron Gonzales, TRMC/CMC
Assistant City Secretary, City of Fort Worth
Ronald.Gonzales @ fortworthgov.org
817.392.6164
NOTE: Ilse City of Fort Worth will have a new web address shirting Oct. 1, 2011: www.FortWorthTexas.gov
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From: Chakrathouk, Manivanh
Sent: Friday, September 09, 20119:28 AM
To: Gonzales, Ronald
Cc: Alvarado, Ana
Subject: FW: Contract: Consent to Assignment of CSC No. 30458
Ron,
Please see e-mail trails and advise?
Thank you,
From: Alvarado, Ana
Sent: Friday, September 09, 20119:14 AM
To: Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
If you like I can contact the attorney Peter Vaky and have him explain. Maybe he can explain it better then me.
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From: Chakrathouk, Manivanh
Sent: Friday, September 09, 20119:13 AM
To: Alvarado, Ana
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
Hello Ana,
After speaking with Ron about this contract,we are still at a lost and would need more further clarification. It would be
greatly appreciated if you could come to City Secretary's Office and explain it to us both.
Thank you,
From: Alvarado, Ana
Sent: Thursday, September 08, 2011 11:34 AM
To: Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
3
I am not sure if they were filed with the City Secretary. It was way before my time. Our attorney did get a copy but
in the actual contract it states that they can assign the agreement over to an affiliate without City Council approval.
All they would need to do is notify our office of such assignment.
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From: Chakrathouk, Manivanh
Sent: Thursday, September 08, 2011 11:32 AM
To: Alvarado, Ana
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
Ana,
Thank you for dropping off the documents so promptly. However, I would like to know if this document were ever
recorded and process through our City Manager's and City Attorney's Office? This document do not seem to show some
type of an agreement between the entity and City of Fort Worth, please advise?
Regards,
From: Alvarado, Ana
Sent: Thursday, September 08, 2011 11:00 AM
To: Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
1 will take it to you in a bit.
From: Chakrathouk, Manivanh
Sent: Thursday, September 08, 20119:32 AM
To: Alvarado, Ana
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
Hello Ana,
Was the first consent to assignment process/filed with City Secretary's Office? If not, I will need a printed hard copy of
the first consent to assignment before processing this one.
Thank you,
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From: Alvarado, Ana
Sent: Thursday, September 08, 20119:01 AM
To: Chakrathouk, Manivanh
Subject: RE: Contract: Consent to Assignment of CSC No. 30458
That the City has voted on yes. It is actually the second consent because Trinity Bluff had already assigned it to one
of its affiliates, Lincoln. Since it was an affiliate they did not have to get Council approval.
Agra L, Alovjv'o
From: Chakrathouk, Manivanh
Sent: Thursday, September 08, 20118:55 AM
To: Alvarado, Ana
Subject: Contract: Consent to Assignment of CSC No. 30458
Hello,
Ana,
Please advise if this contract will be the first consent to assignment?
Thank you,
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