VariSpace Coppell, LLC-Consent to Assignment-CN 2021-05-11STATE OF TEXAS §
COUNTY OF DALLAS §
CONSENT TO ASSIGNMENT
This Consent to Assignment (the "Agreement") is entered into by and among Varidesk, LLC,
a Texas limited liability company ("Assignor"), the City of Coppell, Texas (the "City"), and
VariSpace Coppell LLC, a Texas limited liability company ("Assignee") (each a "Party" or
collectively the "Parties"), acting by and through their authorized representatives.
WITNESSETH:
WHEREAS, the City and the Assignor entered into that certain Tax Abatement Agreement
dated December 31, 2020 (the "Tax Abatement Agreement") relating to a warehouse and distribution
building containing approximately 140,000 square feet of warehouse and distribution space in the
building in the City of Coppell, Dallas County, Texas (the "Property"); and
WHEREAS, the Assignor desires to assign the benefits and obligations of the Tax Abatement
Agreement to the Assignee; and
WHEREAS, the Assignee desires to assume the benefits and obligations of the Tax
Abatement Agreement from the Assignor; and
WHEREAS, the City desires and by this Agreement does hereby consent to the assignment
of the Tax Abatement Agreement by the Assignor to the Assignee;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein
and for good and other valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the Parties agree as follows:
Article I
Consent to Assignment
1.1 The Assignor does hereby assign all of its rights, responsibilities and obligations
under the Tax Abatement Agreement to the Assignee, and Assignee does hereby expressly assume
all the rights, duties, responsibilities and obligations of Assignee under the Tax Abatement
Agreement, effective as of the date of closing of the sale and transfer of the Property (the "Effective
Date"), but only to the extent such responsibilities, obligations and duties first arise and relate to
periods after the Effective Date of this Assignment; provided Assignor shall remain responsible
for, and Assignee is not assuming any obligations or duties of Assignor under the Tax Abatement
Agreement which relate to an event, matter or circumstance that occurred prior to the Effective
Date, even though such obligations or duties do not accrue until after the Effective Date of this
Assignment.
1.2 The City does hereby consent to the assignment of the Tax Abatement Agreement
by the Assignor to the Assignee. From and after the Effective Date of this Agreement the City
agrees to look solely to the Assignee for the performance and satisfaction of the obligations under
PAGE 1I CONSENT TO ASSIGNMENT - TAX ABATEMENT AGREEMENT (TM 121702 ED 4-23-21)
COPPELL, VARiDEsK, LLC, AND VARISPACE COPPELL LLC
the Tax Abatement Agreement. The Parties represent that as of the Effective Date of this
Agreement there are no uncured defaults under the Tax Abatement Agreement, and that such
agreement is in full force and effect.
1.3 This Consent to Assignment is subject to and conditioned on the sale and transfer of
the Property by Assignor to the Assignee on or before the Effective Date.
Article II
Miscellaneous
2.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the Party at the address set forth below or on the day actually
received as sent by courier or otherwise hand delivered:
If intended for Assignor, to:
Attn: Jason McCann, CEO
VariDesk, LLC
1221 South Belt Line Road, Suite 500
Coppell, Texas 75019
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
255 E. Parkway Boulevard
P. O. Box 478
Coppell, Texas 75019
If intended for Assignee, to:
Attn: Dan Flaherty, Manager
VariSpace Coppell LLC
1221 South Belt Line Road, Suite 500
Coppell, Texas 75019
With a copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, LLP
1800 Ross Tower
500 N. Akard
Dallas, Texas 75201
2.2 Governing. This Agreement shall be construed under the laws of the State of
Texas, without regard to any conflict of law rules. Venue for any action under this Agreement shall
be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County,
Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court.
2.3 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same instrument.
PAGE 2 CONSENT TO ASSIGNMENT - TAX ABATEMENT AGREEMENT (TM 121702 ED 4-23-21)
COPPELL, VARIDESK, LLC, AND VARISPACE COPPELL LLC
2.4 Entire Agreement. This Agreement embodies the complete agreement of the Parties
hereto, superseding all oral or written previous and contemporary agreements between the Parties and
relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified
without written agreement of the Parties to be attached to and made a part of this Agreement.
2.5 Recitals. The determinations recited and declared in the preambles to this Agreement
are hereby incorporated herein as part of this Agreement.
2.6 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
[Signature Pages to Follow)
PAGE 3 CONSENT TO ASSIGNMENT - TAX ABATEMENT AGREEMENT (TM 121702 ED 4-23-21)
COPPELL, VARIDESK, LLC, AND VARISPACE COPPELL LLC
EXECUTED in duplicate originals theme i day of A02-�).- , 2021.
ASSIGNOR:
EXECUTED in duplicate originals the day of , 2021.
D Y 11 19
CITY OF
Mike Land, pity Manager
Approved to F
By:
City Attorney
EXECUTED in duplicate originals the day of , 2021.
ASSIGNEE:
VARISPACE COPPELL LLC
Dan Flaherty, Manager
PAGE 4 CONSENT TO ASSIGNMENT - TAX ABATEMENT AGREEMENT (TM 121702 ED 4-23-21)
COPPELL, VARIDESx, LLC, AND VARISPACE COPPELL LLC
EXECUTED in duplicate originals the day of 92021.
ASSIGNOR:
VARIDESK, LLC
By:
Jason McCann, CEO
EXECUTED in duplicate originals the day of , 2021.
CITY:
CITY OF
Approved as to Form:
City Attorney
City Manager
4h
EXECUTED in duplicate originals the 91
1 day of Pw�)L- , 2021.
ASSIGNEE:
VA
PAGE 4 CONSENT TO ASSIGNMENT -TAX ABATEMENT AGREEMENT (TM 121702 ED 4-23-21)
COPPELL, VARIDESK, LLC, AND VARISPACE COPPELL LLC