HomeMy WebLinkAboutContract 45725-CA3Page 1 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 45725)
THIS CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT (“Consent”) is made by and among FW Waterside Partners, LLC, a Delaware limited
liability company (“Company”), the City of Fort Worth Texas, a home-rule municipality organized under
the laws of the State of Texas (“City”), and Georgetown Waterside, LLC, a Delaware limited liability
company ( “Assignee”). Company, City, and Assignee are hereinafter sometimes referred to individually
as a "Party" and collectively as the "Parties."
WHEREAS, the City and Trademark Property Company entered into that certain Economic
Development Program Agreement (City Secretary Contract Number 45725) (as amended, the “EDPA”)
dated effective as of July 1, 2014;
WHEREAS, the City and Company entered into that certain Amendment No. 1 to Economic
Development Program Agreement (City Secretary Contract Number 45725-A1) dated effective as of
August 2, 2016;
WHEREAS, the City and Company entered into that certain Amendment No. 2 to Economic
Development Program Agreement (City Secretary Contract Number 45725-A2) dated effective as of April
12, 2017;
WHEREAS, the City and Company entered into that certain Amendment No. 3 to the Economic
Development Program Agreement (City Secretary Contract Number 45725-A3) dated effective as of
December 11, 2018;
WHEREAS, under the EDPA, the Company agreed to construct a mixed-use development on
certain real property in the City in the vicinity of Bryant Irvin Road and Arborlawn Drive in stages at three
potential levels of investment, all as set forth in the EDPA. In return, the City agreed to pay Company
certain Program Grants, as more specifically provided for in the EDPA;
WHEREAS, as of the Effective Date (as herein defined), Company has satisfied all terms and
conditions for Level 2 Development set forth in the EDPA, resulting in an increase in the Program Cap
equal to Eighteen Million Dollars ($18,000,000.00), gross.
WHEREAS, Company desires to assign all of its rights and obligations under the EDPA to
Assignee;
WHEREAS, Company and Assignee intend to enter into a separate agreement pursuant to which
Company has agreed to assign to Assignee and Assignee has agreed to assume from Company the rights
and obligations of Company under the EDPA; and
WHEREAS, pursuant to Section 10 of the EDPA, Company may not assign, transfer or otherwise
convey any of its rights or obligations under the Agreement to any other person or entity without the consent
of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval
of the assignee and a finding by the City Council that the proposed assignee is financially capable of meeting
the terms and conditions of the EDPA and (ii) prior execution by the proposed assignee of a written
agreement with the City under which the proposed assignee agrees to assume and be bound by all covenants
and obligations of Company under the EDPA. Accordingly, Company, Assignee, and City desire to enter
into this Consent to confirm satisfaction of the conditions precedent to the City’s consent to the assignment
of the EDPA from Company to Assignee.
Page 2 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1.The Parties agree that the recitals, which are incorporated herein by reference, set forth
above are true and correct and form the basis upon which they are entering into this Consent.
2.Following the prior approval of the Assignee by the City Council and a finding by the City
Council that the Assignee is financially capable of meeting the terms and conditions of the EDPA, the City
hereby consents to the assignment by Company to Assignee of all right, title and interest granted to
Company by the EDPA, subject to the terms and conditions of this Consent, effective on the date on which
the City, Company, and Assignee have all executed this Consent (“Effective Date”).
3.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, regardless of whether, at
the time of execution hereof by Assignee, there have been, or will later be, other agreements executed
between Assignee and Company related to this assignment,, will comply with and assume all duties and
obligations of Company set forth in the EDPA arising on and after the Effective Date. Company shall
comply with and be liable for performance of all duties and obligations of Company arising prior to the
Effective Date.
4.Notwithstanding anything to the contrary herein, Assignee understands and agrees that no
act or omission of Company, whether before or after the Effective Date, will serve to mitigate any event of
default set forth in Section 6 of the EDPA or elsewhere therein, or any failure to meet any or all of the
numerical, and other, commitments for real property improvements, construction spending, employment
and supply and service spending as set forth in Section 4 of the EDPA.
5.By executing this consent, the City does not ratify or endorse any agreement or
representation between Company and Assignee; grant Assignee any right greater than those granted to
Company under the EDPA; or consent to any amendment to the EDPA other than Amendment No. 1,
Amendment No. 2, and Amendment No. 3 to Economic Development Program Agreement previously
entered into by City and Company.
6.The EDPA is in full force and effect and except for Amendment No. 1, Amendment No. 2,
and Amendment No. 3 to Economic Development Program Agreement previously entered into by City and
Company, has not been modified, supplemented, or amended 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 EDPA which, if not satisfied, will constitute and event of default on
the part of either the City or Company.
8.The Parties agrees that each party to this assignment shall be entitled to rely upon the
statements of the other parties set forth in this Consent.
9.This Consent may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall be constitute one instrument.
10.This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For these
purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or
Page 3 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
facsimile transmission) of an original signature, or signatures electronically inserted via software such as
Adobe Sign or DocuSign.
11.Any notice given by any Party to another Party must be in writing and shall be effective
upon receipt when (i) sent by U.S. mail with property postage, certified mail return receipt requested or by
a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set
out below or at such other address as the receiving Party designates by proper notice to the sending Party.
City
Economic Development Department
100 Fort Worth Trail
Fort Worth TX 76102
Attention: Director
With a copy to:
City of Fort Worth
100 Fort Worth Trail
Fort Worth TX 76102
Attention: City Attorney
Company
FW Waterside Partners, LLC
1701 River Run, Suite 500
Fort Worth, Texas 76107
Attention: Kevin Kessinger
Assignee
Georgetown Waterside, LLC
c/o The Georgetown Company, LLC
500 Park Avenue, 10th Floor
New York, New York 10022
Attention: Jonathan Schmerin
12. Capitalized terms not otherwise defined herein shall have the meaning set forth in the
EDPA;
(Signatures appear on the following pages)
Page 4 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
EXECUTED as of the Effective Date.
COMPANY:
FW WATERSIDE PARTNERS LLC,
a Delaware limited liability company,
By: Trademark Waterside, L.P.,
a Texas limited partnership
its managing member
By: TW Genpar, LLC,
a Texas limited liability company,
its general partner
By:
Kevin Kessinger, President
Page 5 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
ASSIGNEE:
GEORGETOWN WATERSIDE, LLC,
a Delaware limited liability company
By: ___________________________________
Adam Flatto, Authorized Signatory
Page 6 of 6
City Consent to Assignment of Economic Development Program Agreement
Between the City of Fort Worth, FW Waterside Partners, LLC, and Georgetown Waterside, LLC
CITY OF FORT WORTH:
By: ___________________________
William Johnson
Assistant City Manager
Date: ___________________________
APPROVAL RECOMMENDED:
By: ______________________________
Robert Sturns
Director, Economic Development
ATTEST:
By: ______________________________
Jannette Goodall
City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: ______________________________
Michael Hennig
Strategic Development Coordinator
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Lawrence C. Collister
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C-26698 (March 4, 2014); C-27774 (June
21, 2016); C-28149 (March 21, 2017; C-28965
(December 11, 2018); M&C 25-0106 (February
11, 2025)
Form 1295: 2016-44841; 2017-166042; 2018-
426179; 2025-1257456; 2025-1256634
2/12/25, 8:57 AM
CITY COUNCIL AGENDA
Create New From This M8�C
DATE: 2/11/2025 REFERENCE **M&C 25-
NO.: 0106
F� RT �'�0 R71 �
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LOG NAME: 17WATERSIDEASSIGNMENT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 3) Authorize Execution of a Consent to Assignment of City Secretary Contract
Number 45725, as Amended, an Economic Development Program Agreement with FW
Waterside Partners LLC, to Allow Assignment of the Agreement to Georgetown
Waterside, LLC or an Affiliate
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a consent to assignment of City
Secretary Contract No. 45725, as amended, an Economic Development Program Agreement with FW
Waterside Partners LLC, to allow an assignment of the agreement to Georgetown Waterside, LLC or
an affiliate.
DISCUSSION:
The purpose of this Mayor and Council (M&C) Communication is to authorize a Consent to
Assignment of City Secretary Contract (CSC) No. 45725, as amended, an Economic Development
Program Agreement (Agreement), to allow an assignment from FW Waterside Partners
LLC (Assignor) to Georgetown Waterside, LLC or an affiliate (Assignees)
The City and the Assignor are currently parties to the Agreement, under which the City agreed to pay
the Assignor certain economic development program grants in return for the Assignor's construction of
the mixed-use development at Bryant Irvin Road and Arbolawn Drive. (M&C Nos. C-26698, C-27774,
C-28149, C-28965). The amount of each annual grant is capped at 80 percent for the first five grants,
75 percent for the second five grants, and 70 percent for the final five grants of increased real and
personal property taxes as well as sales taxes attributable to the site. In addition, the aggregate
amount of grants that Trademark can receive over the 15-year period is dependent on whether
Trademark meets one of three possible levels of investment and construction defined in the
agreement.
On October 10, 2014, Trademark Property, LLC assigned all of its rights and obligations under the
Agreement to the Assignor. The Assignor now desires to assign their rights and obligations under the
Agreement to Georgetown Waterside, LLC.
The City has also previously consented to assignments of this Agreement for security purposes to
JPMorgan Chase Bank, N.A. (CSC 45725-CA2).
The Assignors met all obligations required by the Agreement, and the Assignee will be required to
meet all ongoing obligations of under the Agreement. The City will continue to receive the public
benefits resulting from the development of this project. Any future assignment of the Agreement by the
Assignee would have to be approved by City Council, unless otherwise agreed to in the Agreement.
There are up to nine (9) grant years remaining under the agreement.
Staff represents that the Assignee is financially capable of ineeting the terms and conditions of the
Agreement, and City Council finds for the same.
Staff recommends approving the Consent to Assignment of the Agreement.
The Waterside development is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
M&C Review
apps.cfwnet.org/council_packet/mc_review.asp?ID=32970&councildate=2/11 /2025 1 /2
2/12/25, 8:57 AM
M&C Review
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2025 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
�Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
2968 001.pdf (CFW Internal)
Form 1295 Certificate 101311606.pdf (CFW Internal)
William Johnson (5806)
Robert Sturns (2663)
Robert Sturns (2663)
apps.cfwnet.org/council_packet/mc_review.asp?ID=32970&councildate=2/11 /2025 2/2