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Home My WebLink AboutContract 48635-CA1 CITY SECRETARY CONSENT TO ASSIGNMENT OF CONTRACT NO. Ll 90 3S--( /t I Q REcE,VED TAX ABATEMENT AGREEMENT 14122017 (CITY SECRETARY CONTRACT NO. 48635) N cIC NS,q a;;1 RT �6 8 L 9 5 CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT 8635 ("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, and 2925 Race, LLC ("Assignor or Owner"), and Criterion Race Street I, LLC ("Assignee"). The following introductory provisions are true and correct and from the basis of this Consent: A. On or about January 30, 2017, the City and 2925 Race, LLC entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 48635 (the "Agreement"). Under the Agreement, 2925 Race, LLC agreed to construct a mixed use project with 152 residential rental units, thirteen thousand eight hundred (13,800) square feet of Office, restaurant, entertainment, retail sales and service uses, and/or live/work space and a multi-level parking garage to accommodate the apartment residents and retail customers (the "Required Improvements") on certain land in the City (the "Land") in return for a 10-year real property tax abatement on improvements located on the Land (the "Abatement"), all as more specifically set forth in the Agreement. The Abatement was granted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ Policy"). B. Assignor has sold its interest in the Land and Required Improvements to Assignee and to assign all right, title and interest in the Agreement to Assignee. NOW THEREFORE, in consideration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Assignor by the Agreement, effective as of June 6, 2017, ("Effective Consent 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 as of the Effective Consent Date Assignee will comply with all duties and obligations of Owner set forth in the Agreement. 3. Assignee understand and agrees that no act or omission of Assignor, whether on, before or after the Effective Consent Date, will serve to mitigate (i) any Abatement Amounts, Terms and Conditions set forth in Sections 2 and 4 of the Agreement (ii) any Event of Default set forth in Section 5 of the Agreement. Consent to Assignment of Tax Abatement Agreement#48635 OFFICIAL RECORD from 2925 Race, LLC to Criterion Race Street I, LLC CITY SECRETARY Approved by M&C C-28252 on June 6, 2017 FT.WORTH,' 1 4. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement that are an addition to or greater than those of the Owner thereunder. 5. 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 parties have executed this Assignment as of the Effective Consent Date. CITY OF FORT WORTH �4 CL-- Fernando Costa Assistant City Manager STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate Mayor and Council Communication of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIYEZ� UNDER MY HAND AND SEAL OF OFFICE this day of 2017. Notaryublic ' and for TRIKINYA L JOHNSON the State of exas Notary Public,State of Texas 41 Comm.Expires 04-17-2018 �''TFaF-4 Notary ID 1238832-0 AT T Q...F4�r l Kay r, ity Skta .XAS Consent to Assignment of Tax Abatement Agreement 44863.5 from 2925 Race, LLC to Criterion Race Street 1, LLC OFFICIAL RECORD Approved by M&C C-28252 on June 6, 2017 CITY SECRETARY 2 FT.WORTH,TX APPROVED AS TO FORM AND LEGALITY: Melinda Ramos Sr. Assistant City Attorney M & C: C-28252 ASSIGNOR: 2925 Race, LLC a Texas Limited Liability Company By: GV Y Name: Pretlow Riddick Title: Manager ASSIGNEE: CRITERION RACE STREET I,LLC, a Delaware limited liability company By: CPC RS Investors, LLC, a Delaware limited liability company, its Member By: CPC-T Race Street, LLC, a Delaware limited liability company, its Managing Member By: CPC-T, L.P., a Delaware limited partnership, its Member By: CPC GP, LLC, a Delaware limited liability company, its General By: Name: C. Christopher Harris Title: Executive Vice President Consent to Assignment of Tax Abatement Agreement#48635 from 2925 Race, LLC to Criterion Race Street I, LLC Approved by M&C C-28252 on June 6, 2017 3 STATE OF TEXAS § COUNTY OF TAT § bX11AS BEFORE ME, the undersigned authority, on this day personally appeared Pretlow Riddick, Governing Person of CD Oakhurst Land GP, LLC, as Managing General Partner of 2925 Race, LLC, a Delaware limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of 2925 Race, LLC. GIVEN 'UNDER MY HAND AND SEAL OF OFFICE this 12-41 day of 201 C 7 LAURA B KARLS Notary Public Notary Public in and for * * State of Texas the State of Texas "�, ID#12884924-6 My Comm.Exp.01-11-2020 STATE OF TEXAS § COUNTY OFT -NT § babas BEFORE ME, the undersigned authority, on this day personally appeared C.C. Harris, Governing Person of CD Oakhurst Apartments GP, LLC, as Managing General Partner of Criterion Race Street I, LLC, a Delaware limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of Criterion Race Street I, LLC. GI V'EN UNDER MY HAND AND SEAL OF OFFICE this J Z day of -1UV1e , 201�.� * LAURA B KARLS Notary Public Notary Public in and for * state of Texas the State of Texas ; ID#12684924.6 OF My Comm.Exp.01-11-2020 Consent to Assignment of Tax Abatement Agreement 448635 from 2925 Race, LLC to Criterion Race Street I, LLC Approved by M&C C-28252 on June 6, 2017 4 M&C Review Official site of the City of Fort CITY COUNCIL AGENDA FURTORTII COUNCIL-ACTION: ,Approved on 6/6/ 017 DATE: 6/6/2017 REFERENCE NO.: **C-28252 LOG NAME: 19RACESTREETASSIGN CODE: C TYPE: CONSENT PUBLIC HEARING, NO SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 48635, a Tax Abatement Agreement with 2925 Race, LLC, to Criterion Race Street I, LLC and Execution of an Enhanced Community Facilities Agreement with Criterion Race Street I, LLC (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of City Secretary Contract No. 48635, a Tax Abatement Agreement between the City and 2925 Race, LLC, to Criterion Race Street I, LLC, and execution of an Enhanced Community Facilities Agreement with Criterion Race Street I, LLC in conjunction with the sale and construction of the mixed-use project located at Plumwood Street and Race Street in the Six Points Neighborhood Empowerment Zone and associated public improvements to Plumwood Street and Paving and Landscaping improvements to the public connection through the project site. DISCUSSION: On August 2, 2016, the City Council approved a 10-year Tax Abatement Agreement (Agreement) and an Enhanced Community Facilities Agreement (ECFA) in the amount not to exceed $1,000,000.00 with 2925 Race, LLC (Company) related to the construction of a mixed use project with 152 residential units located at Plumwood Street and Race Street in the Six Points Neighborhood Empowerment Zone and public improvements to Plumwood Street and paving and landscaping improvements to the public connection through the project site (M&C C-27846, City Secretary Contract No. 48635). The Company now wishes to transfer the project to a newly formed entity, Criterion Race Street I, LLC (Criterion). Under the Agreement, the Company is prohibited from assigning the Agreement to another party without the City Council's consent. In order to facilitate the transaction, a Consent to Assignment Agreement between the City, the Company and the purchaser will be required. Since the ECFA has not been executed, staff recommends City Council approve entering into the ECFA with Criterion Race Street I, LLC allowing the entire project to be with the newly formed entity and owner of the property. All other terms of the Agreement and ECFA will remain the same. Criterion will be required to meet all obligations of the Company under the Agreements. The City will continue to receive the public benefits resulting from development of this project. The mixed-use project is located in COUNCIL DISTRICT 9, Mapsco 63R. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the ECFA Criterion Development Project, as appropriated, of the Critical Capital Projects Fund (39001) included in the Fiscal Year 2007 Bond Program. http://apps.cfwnet.org/council_packet/mc review.asp?ID=24711&councildate=6/6/2017[06/27/2017 11:13:39 AM] M&C Review ' TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID I I Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Sarah Odle (7316) ATTACHMENTS Form 1295.pdf Race Street ProjectMao.odf http://apps.cfwnet.org/council_packetJmc_review.asp?ID=24711&councildate=6/6/2017[06/27/2017 11:13:39 AM] CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos,l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-206965 Criterion Race Street I,LLC Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that Is a parry to the contract for which the form is 05/12/2017 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a description of the services,goods,or other property to be provided under the contract. 48635 Tax Abatement Agreement Nature of interest 4 Name of Interested Parry City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party, a 6 AFFIDAVIT i swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. wLAURA B DKARLSNotary PState of lk ID f 12660 K My Comm.Exp. Signature of authorized agent o o tracting business entity AFFIX NOTARY STAMP/SEAL ABOVE I,_ _ Sworn to and subscribed before me,by the said •wtVi rQ�{ this the day of , 20___i3__,to certify which,witness my hand and seal of office. -J� 616,mf2L -__ L wki 6, 12,uA Signature of officer administering oath Printed name of officer administering oath Title of officer administeringfoath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883