HomeMy WebLinkAboutContract 32176-CA1 CITY SECRETARY
CONTRACT NO. �
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN CITY OF FORT WORTH AND
TOWN CENTER MALL, L.P.
(CITY SECRETARY CONTRACT NO. 32176)
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Consent") 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; and TOWN CENTER
MALL, L.P., a Texas limited partnership ("Developer"); and LADDER CAPITAL
FINANCE LLC, LADDER CAPITAL FINANCE I LLC, LADDER CAPITAL
FINANCE II LLC and LADDER CAPITAL FINANCE III LLC, each a Delaware
limited liability company (collectively, "Lender").
RECITALS
The City, Developer and Lender hereby agree that the following statements are
true and correct and constitute the basis upon which the parties have entered into this
Consent:
A. The City and Developer previously entered into that certain Economic
Development Program Agreement, dated as of August 2, 2005 (the "EDPA") pursuant to
which the City agreed to pay Developer certain Program Grants in return for Developer's
construction of certain improvements at La Gran Plaza Mall f/k/a Town Center Mall, as
more specifically outlined in the EDPA (the "Project Improvements"). The EDPA is a
public document on file in the City Secretary's Office as City Secretary Contract No
32176.
B. Section 13 of the EDPA allows Developer to assign its rights and
obligations under the EDPA only upon receipt of written consent by the City, conditioned
on (i) the prior approval of the assignee or successor and a finding by the City Council
that the proposed assignee or successor is financially and otherwise capable of meeting
the terms and conditions of the EDPA and (ii) prior execution by the proposed assignee
or successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume all covenants and obligations of Developer under the EDPA.
C. Developer wishes to obtain a loan from Lender in order to refinance the
existing loan on the Property (the "Loan"). As security for the Loan, certain agreements
between Developer and Lender governing the Loan and dated N o C i 1 13
2015, including, but not limited to, that certain Loan Agreement, Promissory Note, Deed
of Trust, Assignment of Leases and Rents and Security Instrument, and Assignment of
OFFICIAL RECORD
1027646990 CITY SECRETARY
FT.WORTH,TX
Lease and Rents (collectively, the "Loan Documents") require that Developer assign,
transfer and convey to Lender all of Developer's rights, interest in and to the EDPA until
such time as Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the EDPA (the
"Assignment").
D. The City is willing to consent to this Assignment specifically in
accordance with the terms and conditions of this Consent.
AGREEMENT
1. The City, Developer and Lender hereby agree that the recitals set forth above are
true and correct and form the basis upon which the City has entered into this Consent.
2. The City hereby consents to the Assignment at the request of Developer and
Lender solely for the purpose of Lender's securing the Loan pursuant to and in
accordance with the Loan Documents. Notwithstanding such consent, the City does not
adopt, ratify or approve any of the particular provisions of the Loan Documents and,
unless and to the extent specifically acknowledged by the City in this Consent, does not
grant any right or privilege to Lender or any assignee or successor in interest thereto that
is different from or more extensive than any right or privilege granted to Developer under
the EDPA.
3. In the event that the City is required by the EDPA to provide any kind of written
notice to Developer, including notice of breach or default by Developer, the City will also
provide a copy of such written notice to Lender, addressed to the following, or such other
party or address as Lender designates in writing, by certified mail, postage prepaid, or by
hand delivery:
Ladder Capital
345 Park Avenue, 81h Floor
New York, New York 10154
Attention: Pamela McCormack
or such other address(es) as Lender may advise City from time to time.
4. If Developer fails to cure any default under the EDPA, the City agrees that Lender
shall have an additional thirty (30) calendar days or such greater time as may specifically
be provided under the EDPA to perform any of the obligations or requirements of
Developer imposed by the EDPA and that the City will accept Lender's performance of
the same as if Developer had performed such obligations or requirements.
5. If at any time Lender wishes to exercise any foreclosure rights under the Loan
Documents and Lender does not elect to terminate the EDPA, before taking any
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foreclosure action Lender shall first provide written notice to the City of such intent (a
"Notice"). Lender hereby promises and covenants to the City that, upon delivery of the
Notice to the City, Lender will comply with all duties and obligations of Developer under
the EDPA. Lender shall copy Developer on the Notice and deliver such Notice to
Developer by both first class and certified mail return receipt concurrent with its
transmittal of the Notice to the City and represent in the Notice that it has done so. In
addition, Lender understands and agrees that if Lender wishes to sell all or any portion of
the Center or Project Improvements to a third party following Lender's exercise of any
foreclosure rights under the Loan Documents, the City shall not be bound to pay such
third party any Program Grants pursuant to the EDPA unless Lender and such third party
comply with the procedure for assignment set forth in Section 13 of the EDPA, including
the obligation of such third party to enter into a written agreement with the City to
assume and be bound by all covenants and obligations of Developer under the EDPA. In
the event that payment of any Program Grants are withheld by the City pursuant to this
Section 5, any rights to receipt of those Program Grants are hereby waived, but the
number and amount(s) of any such Program Grant(s) shall nevertheless be counted for
purposes of calculating the Term of the EDPA, as set forth in Section 4 of the EDPA.
6. In the event of any conflict between this Consent and the EDPA or any of the
Loan Documents, this Consent shall control as to the City. In the event of any conflict
between this Consent and any of the Loan Documents, this Consent shall control as to the
City. In the event of any conflict between the EDPA and any of the Loan Documents, the
EDPA will control as to the City.
7. This Consent may not be amended or modified except by a written agreement
executed by all of the parties hereto. Notwithstanding anything to the contrary in the
Loan Documents, an amendment to any of the Loan Documents will not constitute an
amendment to this Consent or the EDPA. Lender may assign this Consent without City's
or Developer's prior consent to (i) a Lender affiliate; (ii) other qualified institutional
lender, which shall include a commercial bank, investment bank, pension fund, finance
company, insurance company, or other entity engaged in the business of making loans, or
any fund managed by any of the foregoing; or (iii) an investor or securitization trustee or
collateral agent, in connection with a secondary market transaction with a servicer or sub-
servicer of the Loan. As to the City, any such assignment will not be effective until
Lender has provided written notice to the City as to the identity of and contact
information for the assignee. Upon the effectiveness of any such assignment, the City
will recognize the assignee as"Developer" under the Agreement for all purposes.
8. Once Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the EDPA and
such security interest is released, Developer will provide City with a fully executed copy
of the mortgage release (or other evidence reasonably satisfactory to the City), in which
case Lender agrees that this Consent shall automatically terminate without further action
required by the City.
1027646990
9. This Consent shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent shall lie in state courts
located in Tarrant County, Texas or in the United States District Court for the Northern
District of Texas, Fort Worth Division.
10. Capitalized terms used but not specifically defined in this Consent shall have the
meanings ascribed to them in the EDPA.
11. This written instrument contains the entire understanding and agreement between
the City, Developer and Lender as to the matters contained herein. Any prior or
contemporaneous oral or written agreement concerning such matters is hereby declared
null and void to the extent in conflict with this Consent.
12. This Consent shall be effective on the later date as of which all parties have
executed it. This Consent may be executed in any number of duplicate originals and each
duplicate original shall be deemed to be an original. The failure of any party hereto to
execute this Consent, or any counterpart hereof, shall not relieve the other signatories
from their obligations from their obligations hereunder.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
1027646990
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
1
By: By:
David oke Peter Vaky
City Manager Deputy City Attorney
Date: �[7/2 0/ M&C: C -2 72 76 5-S-/S
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
102764699v3
DEVELOPER:
TOWN CENTER MALL, L.P.,
a Texas limited partnership
By: Town Center Property, L.L.C.,
a Texas limited liability company,
By: LGP Property, L.L.C.,
a Texas limited liability company,
its managing member
By:
Andrew ager
Date: Q 15--
102764699v3
LENDER:
LADDER C INANCE LLC,
a Del imite >abilit pa
B
Date: . }u ector
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
102764699v3
%4&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Fo�H
COUNCIL ACTION: Approved on 5/5/2015
DATE: 5/5/2015 REFERENCE NO.: "C-27276 LOG NAME: 17LAGRANASSIGN
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Consent to Collateral Assignment of Economic Development
Program Agreement by Town Center Mall, L.P., to Ladder Capital Finance LLC, Ladder
Capital Finance I LLC, Ladder Capital Finance II LLC and Ladder Capital Finance III LLC
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Collateral
Assignment of the Economic Development Program Agreement between the City and Town Center
Mall, L.P. to Ladder Capital Finance LLC, Ladder Capital Finance I LLC, Ladder Capital Finance II
LLC and Ladder Capital Finance III LLC.
DISCUSSION:
On June 7, 2005, (City Secretary Contract No. 32176, M&C C-20783) the City Council approved a
20-year Economic Development Program Agreement (EDPA) with Town Center Mall, L.P. (Town
Center) to make various improvements to property currently in the City known as La Gran Plaza and
to use best efforts to cause provision of new jobs on the property. In return, the City has agreed to
pay Town Center economic development grants, as authorized by Chapter 380, Texas Local
Government Code.
Town Center now wishes to obtain a loan from Ladder Capital Finance LLC, Ladder Capital Finance I
LLC, Ladder Capital Finance II LLC and Ladder Capital Finance III LLC (Ladder Capital) in order to
refinance the existing loan on La Gran Plaza. As partial collateral for such loan, Ladder Capital has
requested that Town Center assign its rights and title in the Economic Development Program
Agreement to Ladder Capital. Section 13 of the Economic Development Program Agreement
prohibits Town Center from assigning, transferring or otherwise conveying any of its rights or
obligations under the EDPA to another party without obtaining the prior written consent of the
City. The proposed Consent to Collateral Assignment document will also prohibit Ladder Capital from
assigning the Agreements to a new buyer without the City Council's approval. Staff has reviewed the
information provided and does not object to this request.
The project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head: Jesus Chapa (5804)
http://www.fortworthgov.org/council_packet/mc review.asp?ID=21027&councildate=5/5/2... 5/6/2015
M&C Review Page 2 of 2
Ossana O. Hermosillo (212-2665)
Additional Information Contact: Robert Sturns (212-2663)
ATTACHMENTS
http://www.fortworthgov.org/council ipacket/mc_review.asp?:[D=21027&councildate=5/5/2... 5/6/2015