HomeMy WebLinkAboutContract 45725-CA1 CITY SECRETARY,
CONTRACT NO. � Z S�L ►7 I
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 45725)
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 45725 ("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; TRADEMARK
PROPERTY COMPANY ("Trademark Company"), a Texas Corporation and FW
WATERSIDE PARTNERS LLC ("FW Waterside"), a Delaware Limited Liability Company.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about July 1, 2014, the City and Trademark Company entered into that certain
Economic Development Program Agreement on file in the City Secretary's office as City
Secretary Contract No. 45725 (the "Agreement"). Under the Agreement, Trademark Company
(defined as "Developer" for the purposes of the Agreement) must cause to be expended at least
$90 million in Construction Costs on Level 1 for the mixed use development consisting of
commercial and rental residential space on the west side of Bryant Irvin Rd at Arborlawn Drive
of which Level 1 comprises at least 465,000 gross square feet on the property located within the
Central City area as set forth in the Agreement, such development being known as the Waterside
Development, and in return, the City agreed to pay Trademark Company certain Program Grants
as authorized by Chapter 380 of the Texas Local Government Code and outlined in the
Agreement.
B. Section 10 of the Agreement specifically allows Trademark Company to assign the
Agreement to an Affiliate provided that the City and the Affiliate assignee first execute a written
agreement pursuant to which the Affiliate agrees to assume all covenants and obligations of
Trademark Company under the Agreement. FW Waterside meets the definition of Affiliate (as
the term "Affiliate" is defined in the Agreement), and is, therefore, deemed to be an Affiliate of
Trademark Company.
C. Trademark Company and FW Waterside have requested that the City consent to an
assignment by Trademark Company of all its right, title and interest in the Agreement to FW
Waterside. The City is willing to consent to an assignment of the Agreement to FW Waterside
solely in accordance with this Consent.
Page 1 of 3 — `- -
Consent to Assignment of CSC No.45725(Economic Development Program Agreement)
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Between the City of Fort Worth and TRADEMARK COMPANY
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RECEIVED OCT 0 9 2014 FYI IIC�s 4M
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Trademark Company and FW Waterside agree as
follows:
1. The City hereby consents to an assignment by Trademark Company to FW Waterside of
all of the right, title and interest granted to Developer by the Agreement, effective as of
the date on which the City, Trademark Company and FW Waterside have all executed
this Consent ("Effective Date").
2. The City consents to such assignment expressly upon the promise and covenant by FW
Waterside and FW Waterside hereby promises and covenants to the City, that as of the
Effective Date, FW Waterside will comply with all duties and obligations of Developer
set forth in the Agreement.
3. FW Waterside understands and agrees that no act or omission of Trademark Company,
whether before or after the Effective Date, will serve to mitigate any Event of Default set
forth in Section 6 of the Agreement or any failure to meet any or all of the numerical
commitments for construction spending, employment, and supply and service spending
on the Development, as set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6 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.
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below.
CITY OF FORT WORTH: ATTEST:
By:
Fernando Costa Mary J. K6Y e?�' C 3
Assistant City Manager City Secretary C),
Date: 1OZ9 1-1-14—
gam.
APPROVED AS TO FORM AND LEGALITY
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By: A A S
Maleshia B. Farmer
Sr. Assistant City Attorney
Page 2 of 3 FCITY RECORD
Consent to Assignment of CSC No.45725(Economic Development Pro w
Between the City of Fort Worth and TRADEMARK COMPANY RETAR I(
IR
MCI R
M&C: None required
TRADEMARK PROPERTY COMPANY
a Texas Corporation
By:
Rick Knight
Chief Financial Officer
Date: /4, p4/y
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: 4�- --o
ick Knight
Chief Financial Officer
Date:
Page 3 of 3
Consent to Assignment of CSC No.45725(Economic Development Program Agreement)
Between the City of Fort Worth and TRADEMARK COMPANY