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HomeMy WebLinkAboutContract 36930 T CITY SECRETARY CONTRACT NO �3 ASSIGNMENT AND CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 30080) This ASSIGNMENT AND CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT ("Consent Agreement") 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; RIVER VIEW AT RIDGLEA, L.P. ("Assignor"), a New York limited partnership; and SCI RIDGLEA FUND, LLC; SCI RIDGLEA FUND, LLC 1; SCI RIDGLEA FUND, LLC 2; SCI RIDGLEA FUND, LLC 3; SCI RIDGLEA FUND4, LLC; SCI RIDGLEA FUND 5, LLC; SCI RIDGLEA FUND 6, LLC; SCI RIDGLEA FUND 7, LLC; SCI RIDGLEA FUND 8, LLC; SCI RIDGLEA FUND 9, LLC; SCI RIDGLEA FUND 10, LLC; SCI RIDGLEA FUND 11, LLC; SCI RIDGLEA FUND 12, LLC; SCI RIDGLEA FUND 13, LLC; SCI RIDGLEA FUND 14, LLC; SCI RIDGLEA FUND 15, LLC; SCI RIDGLEA FUND 16, LLC; SCI RIDGLEA FUND 17, LLC; SCI RIDGLEA FUND 18, LLC; SCI RIDGLEA FUND 19, LLC; SCI RIDGLEA FUND 20, LLC; SCI RIDGLEA FUND 21, LLC; and SCI RIDGLEA FUND 22, LLC (collectively, "Assignees"), all Delaware limited liability companies. The following statements are true and correct and form the basis upon which the parties have entered into this Amendment: A. The City and Assignor previously entered into a Tax Abatement Agreement, which is a public document on file in the City Secretary's Office as City Secretary Contract ("CSC") No. 30080. Under the Abatement Agreement, Assignor agreed to construct a multi-family complex containing rental apartment units (each an "Apartment") and certain other improvements on real property owned by Assignor (the "Land"), and to set aside a certain number of Apartments as affordable housing units for lease exclusively to qualifying households, as more specifically provided in the Abatement Agreement. In return, the City agreed to abate one hundred percent (100%) of the real property taxes generated from the increase in the taxable value of the improvements on the Land and one hundred percent (100%) of the personal property taxes generated from the increase in the taxable value of tangible personal property located on the Land, all as more specifically provided in the Abatement Agreement. B. Assignor has sold the Land and all improvements thereon to Assignees, as tenants-in-common. Both Assignor and Assignees have requested that the City consent to an assignment by Assignor of all of Assignor's rights and interest in the Abatement Agreement to Assignees. Under Section 6 of the Abatement Agreement, Assignor is prohibited from assigning its rights and interest in the Abatement Agreement to another party unless (i) the City Council determines that the proposed assignee is financially capable of meeting the duties and obligations of Owner, as defined and set forth in the Abatement Agreement, and (ii) the proposed assignee agrees in writing to assume all o�FIGIAL RECORD aze 0jTYs nttt(;R1 o . 30080 F' `' 'T1 �. CI Ridglea Funds I .`l r n duties and obligations of Owner under the Abatement Agreement. The City is willing to consent to the proposed assignment solely in accordance with this Consent Agreement. NOW, THEREFORE, the City, Assignor and Assignees, for and in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: 1. Assignor hereby assigns all of its right, title and interest in and to the Abatement Agreement to Assignees. 2. The City hereby consents to an assignment by Assignor to Assignees of all right, title and interest granted to Owner by the Abatement Agreement, effective as of May 23, 2007 ("Effective Date"). The City's consent to such assignment is expressly conditioned upon the promise and covenant by Assignees, and Assignees, as tenants-in- common, hereby promise and covenant to the City, that as of the Effective Date Assignees will comply with all duties and obligations of Owner set forth in the Abatement Agreement. 3. The City has not reviewed or agreed to, and does not adopt, ratify or approve of, any aspect or provision of any agreement (other than this Consent) that may exist between Assignor and Assignees, individually or collectively, as to such assignment or any other matter concerning the Abatement Agreement. This Consent Agreement does not grant any right, privilege or use to Assignees that is different from or more extensive than any right, privilege or use granted to Owner under the Abatement Agreement. In the event of any conflict between the Abatement Agreement and any agreement that may exist between Assignor and Assignees as to the assignment described herein or any other matter concerning the Abatement Agreement, the Abatement Agreement shall control as to the City. 4. Assignees understand and agree that no act or omission of Assignor or any third party, whether before or after the Effective Date, will serve to mitigate (i) any Event of Default, as set forth in Section 4 of the Abatement Agreement, or (ii) any failure to meet any or all of the commitments of Owner that may be used to calculate the percentage of any particular tax abatement under the Abatement Agreement. 5. Any capitalized terms not defined herein shall have the meanings assigned to them in the Abatement Agreement. EXECUTED as of the last date set forth below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] G►A� i����RD RTM F9 ssignment of CSC No. 30080 �by River View at Ridglea.L.P.to SCI Ridglea Funds • T CITY OF FORT WORTH: By: Attested By: Tom Higgins Acting Assistant City Manager 3,Z7/0 arty Hendrix Date: City Sevret:. y . APPROVED AS TO FORM AND LEGALITY: By:_ez—&�—,)�—c Peter Vaky Assistant City Attorney M&C: C-22gg9 zD--y-07 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Tom Higgins, Acting Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, 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 CITY OF FORT WORTH, and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this //�IIWay of d , 2008. < t�;7e, �Au� Notary Public in and for the State of Texas _ ANA L. Si7FE, 9 e ry P;hl c.$ta a CI Texas Notary's Printed Name i !; My(, mrrusswrl Emcees EvRa.:cn try. L)l j OFF-ICIAL FRECORO CITY SECRETARY FOR TH, Consent to Assignment of CSC No. 30080 by River View at Ridglea, L.P.to SCI Ridglea Funds h RIVER VIEW AT RIDGLEA, L.P., a New York limited partnership: By:NAP Ridglea, LP, a Texas limited partnership and its general partner: By: NAP Ridglea GP, LLC, a Texas limite ' 'lity company and its ge er: By: Pri t 77a me: Manager Date: I D, �l7 rl STATE OF § COUNTY OF lS § BEFORE ME, the undersigned authority, on this day personally appeared - jYfbt (d- 1°, , Manager of NAP RIDGLEA GP, LLC, General Partner of NAP Ridglea, LP, General Partner of River View at Ridglea, L.P., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. G�LF UNDER MY AND AND SEAL OF OFFICE this d y of , 2007. Notary Public in and fo ``a`� ,•..��9/goy, the State of 1:4 ar`�' :•' NoT, •yA.�y,� L2 , f�D Li . c N Notary's Printed Name Q..9cAS // 70 ..11N1��\`\`\\\` 11111 OFFICIAL RECORD CITY SECRETARY I n FORT VORTH' Consent to Assignment of CSC No. 30080 by River View at Ridglea,L.P.to SCI Ridglea Funds f INOV-16-2007 16:49 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND,LLC, a laware limited liability ompany: By: Printed Name: Manager Date: ��. ��• ��� STATE OF 1 �I 1 § COUNTY OF J& /�J § BEFORE ME, the undersigned authority, on this day personally appeared to hC{ , Manager of SCI RIDGLEA FUND,LLC, known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ';L day of elvl J,:!P l ,2007. -*Gry Public in and for the State of r J4 , 1 S.MULLEN V ICommission#t 1628014 I� Lo- Notory Public-CaHtomia Notary's Printed Name Los Angeles county - MY Comm.Expires Dec 8,2009f oFriCIAL RFcOR® GIV SECRETARY FORT WORTH, Page 5 of 27 Consent to Assignment of CSC No.30080 by River View at Ridgiea,L.P.to SCI Ridglea Funds ' T FEB-01-2006 16:09 PACE REALTY CORP 51Y23MW(dbby r'.uu ASSIGMLNT OF TAX ABATLMILNT AGRIEEMENT SCI RIDGLEA FUND 1,LLC, a Delawaft limited liability compoW. By. inted N ea►n ; /�,��Q ��/S�l��/ Manger: Date: 'a— STATE OF &A COUNTY OF EFQ ME, the undersigned authority, on this day personally appeared `-/ 1 a� , Manager of Sa RIDGLEA FUND 1,LLC, known to me to be the person whose name is subscribed to the foregoing instUMenc, and acknowledged to me that vU executed the same for the purposes and consideration therein expressed, in the capacity therein stated. OWEN UNDER MY HAND AND SEAL OF OFFICE this day of Notary Public in d for Leonard the State of C'�t # � Notary's Printed Name PW 6 of 27 Consent to Assipwwm of CSC No-30080 by Rjvcr Vicw at RId81ek L.P.to SCI RidBlu Funs OFFICIAL RECORD CITY SECRETARY FORT WORTH. TX kOV-16-2007 16:51 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RWGLEA FUND 2,LLC, a Delawu a limited Habit company: By: � Printed Name: S'i e4 L- Manager Date: STATE O i J I Eal�u.Ct( COUNTY OF iv; Xp� '' BE ORE ME, the undersigned authority, on this day personally appeared 111 'l Manager of SCI RIDGLEA FUND 2,LLC, known to me to be the person whose a is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. aandfor HAND AND SEAL OF OFFICE this o '11i l5 f 2007. otary Publi �-��')Y� 05W c otary's Printed Name COMMONWEALTH OF pENNSYLVANIA rTNOTARIAL SEAL ,L,SHA C THOMAS,Notary Public City of Philadelphia,Phila.County My Commission Expires February 12,2008 OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page 7 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds ' NOV-16-2007 16:52 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 3,LLC, a Delaware limited liability company: By: ?tau/ RaGG Printed Name: / Manager �c�.v� ►�� Date: NO V. 30 , ;- 0 0 -/ STATE OF § COUNTY OF § BEFORE ME, the undersigned authorit s day personally appeared Manager of SCI L 3,LLC, known to me to be the person whose name is subscribed to e� g instrument, and acknowledged to me that s/he executed the same for the se d consideration therein expressed, in the capacity therein stated. lip 'i GIVEN UND HAND AND SEAL OF OFFICE this y 92007. s?J r I Notary b� xnd for the State oT\' No s Printed Name OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page 8 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 'flGd n On Z� '� before me, _9rA /V� ►'N f� l - Dait p Name and Title of Officer .g.,"Jane Doe,N12n Pu c") personally appeared Names)of Slgner(s) e ❑ personally known to me jk(or proved to me on the basis of satisfactory evidence) to be the persono whose name( IS e-subscribed to the w In instrument and acknow edged to me that e/ he*terexecuted the same in Wher4lieiF authorized capacity4es},and that byabe#4h6tr signature on the � instrument the erson�4, or the entity upon behalf of SHARON J. CHOI P tY P LeCommission# 1634416 which the personK acted, executed the instrument. Notary Public-California Santa Clara county - WITNESS my hand and official seal. My Comm.Exp res Jan 3.201 - � t Place Notary Seal Above Signatur Signature Notary u OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Dqpument Title or Type of Document: 17r�rY111�E�'L Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: Individual ❑ Individual Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): Partner——_ Limited ❑ General Partner——_ Limited ❑ General _M. Attorney in Fact - ❑ Attorney in Fact Trustee Top of thumb here Trustee Top of thumb here ❑ Guardian or Conservator Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: Om LLIMMS Solo Ave PO Box 2402-Chalsworlh CA 91313-2402 Item No 5907 v609 Reorder Call Toll-Free 1-800-876-6827 CITY SECRETARY FORT WORTH, TX 11/27/2007 13:21 5032675130 FEDEX KINKO'S 5139 PAGE 01 ASSIGMENT OF TAX ABATEMENT AGRELME4T SCI IiMUA FUND 49 LLC, a Aekwa>ne HmW ftb ty aompaay: By: Printed Nam A:u Yc K C T Manager Date: STATE OF COUNW OF� � � � � ���B"EF RE ME, the undersigned authority, on this day personally appeared I�w V wu, Manager of SCI RMGLF.A FOND 49 LTX. known to me to be the person whose name is subscribed to the foregoing instrument,Mid acknowledged to me that s/he exe"ted the same for the purposes and consideration therein expressed, in the capacity therein stated GIVEN UNDER MY HANP AND SEAL OF OFFICE this ZX( day of E.i 2007. (10�A Notary Publi ' and for CAROL .)LuG R the State of NMmy PuKtc•oREOON coMMmmm NO.419104 otaryls Printed Name OFFICIAL. RECORD CITY SECRETARY FORT WORTH, TX Page 9 of 27 Consent to Assignment of CSC No.30080 by River View at R.idglea,L.P.to SCI iRidgleR Funds 111/hlll�• T /1/! NOV-16-2007 16:64 PACE REALTY CORP 9723676669 P.006 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND S,LLC, a Delaware limited liaabCbility company: By: z&zsLT ✓GAL ✓ %� Printed Name: Manager Date: 11..- STATE OF r L 0 P- L14 COUNTY OF.L"F § BEFOA ME, the undersigned authority, on this day personally appeared /�AO� 7- 4 Manager of SCI RIDGLEA FUND S,LLC, known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this /3 Y-0- day of 1�F�E�--BE-� ,2007. J-6� Notary Public in and for the State of FLol-/Q " ALICE S.KINSEY MY COMMISSION#DD 426071 EXPIRES:May 009 Bonded Thru N0, PuNk U uknv1ters Notary's Printed Name OFFICIAL. RECORD � CITY SECRETARY FORT WORTH, TX Page 10 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds iv�v-to-�uvr io•u� rni.n nGnLll �.�nr JfGJOf000J r.uvu + t ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI REDGLEA FUND 6,LLC, a Delaware bTAiited Lability company: By: �Yv` Printed Name: 4 e 2 -e n Manager Date: STATE OF § COUNTY OF J' B ORE ME, the undersigned authority, on this day personally appeared ZLtt Tk- , Manager of SCI REDGLEA FUND 6, LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER HAND AND SEAL OF OFFICE this I q .N n day of �� 52007. fi. &dA4AA�, Notary Public and f r the State of I b Notary's Printed Name DEBORAH A.HAMPTON NOTARY PUBLIC OF NEW JERSEY My Commission Expires July 03,2008 OFFICIAL RECORD CITY SECRET A FORT WOR Page I 1 of 27 Consent to Assignment of CSC No. 30080 by River View at Ridglea,L.P.to SCI Ridglea Funds y' NrOV-16-2007 16:55 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 7,LLC, a Delaware limited liability rcompany: By: uS , ��-^-mil,-e,�-� Printed Name: M i L T o!✓ 13 1 i Nx AIF E L Manager Date:—I ) 1 "7 STATE OF COUNTY OF Lis Ivy§ BEFORE ME, the undersigned authority, on this day personally appeared jv?s 111 n d i e,4e,f�fd, Manager of SCI RIDGLEA FUND 7,LLC, known tome 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 94-k day of /\4 aT ,2007. Notary Public in and for the State of C�: O RRIC ALI ANGL Notary's Printed Name N � NOTARY PUBLIC COMMISSI I CALIFOR LCS ANGELES COU7OR e My Commission Exp pece NTY LA tuber 1,P010 OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page 12 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglm L.P.to SCI Ridglea Funds i'NOV-162007 16:58 PACE REALTY CORP 9723878669 P.004 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI FUND 89 LLC, a limited liabitityeo m By: Tinted N e:C ' tb�� .>44iag Date: 1�jso�c� STATE OF.,(,a I, fj cz4 ,§ COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared He Manager of SCI RIDGLEA FUND 8,LLC, known to me to be the pe&n whose name is subscribed to the foregoing instrument,and acknowledged to me that A/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1A Yv^- day of _; �. 'pC''Or Notary Public in and for VIVIAN A. PATEL the State of Commission# 1514433 raoge N otary Public — California; Los Angeles County - Nty Corrm.Expires Sep 19,M, Notary's Printed Name OFFICIAL. RECORD CITY SECRETARY TX FORT WORTH, Page 13 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglick L.P.to SCI Ridglea Funds a NOV-16-2007 16:58 PACE REALTY CORP 9723878669 P.001 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 9,LLC, a Delaware limited liability company: By: Lot, e-\�- 6 Printed Name: Manager Date:�D o'n_ , 21, e2o U 2 STATE OF J/ g4,,Fr A-&e COUNTY OF�i4,E66-6-- BEFORE the undersigned authority, on this day personally appeared anager of SCI RIDGLEA FUND 9,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this .`r day of �,�Ciz-�,��� , 2007. otary Public in and for the State of l;7-,4Z /tea�/ w SUSgN MILLINER COMM Sslon# 1490870 Notary Public-California Notary's's Printed Name M1,COMM. county � Expires May 22,2W8- OFFICIAL RECORD CITY SECRETARY�C FOR-r WORT Page 14 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds ® , NOV-16-2007 16:59 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 10,LLC, a Delaware limited liabili company: ed Me ager Date: it Ido-7 I I STATE OF COUNTY OF v § �B E the undersigned authority, on this day personally appeared l�Manager of SCI RIDGLEA FUND 10,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVE TDER MY AND SEAL OF OFFICE this day of A OJeA/kg-eZ_._ ,2007. T Notary , an fo . "OFFICIAL SEAL" the tt of KJ Ernesto Maturrano Notary Public,State of Illinois My Commission Expires Mar.8,2010 � 5 /1/t T-y�RwNU Notary's Printed Name i ©r-FIGIAL RECORD C1 T`� SFC��`�A �0 W�R,f Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds TOTAL P.005 „ a 11'/19/2007 15:22 2084632480 BOTC AKA F & M PAGE 02/06 NOV—i6-2007 17:00 PACE FLEA TY CORP 9723676669 P.001 ASSIGMENT OF TAX ABATEMENT AGREEIY M SCI LEA FOND M a By: InredName: Date: &- o STATE OF COUNTY OF B the uodersigaed authority, on this day pwomBy appeared wager of SCI RIDGLI:A FUND 11,LLC,lmown to me to be person is s ibsartbed to the fotegoing imstnxmcnt,and acimowlcdgod to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity them stated. GNEN UNDER MY HAND AM SEAL OF OFFICE tt day of 2007. oV Ida om No�ry Pa a f r the State ���,�����►„„ oll ��'� CAI- N s Name QF a OF �' OFFICIA RD CITY SEC •► ma&�m �a� FORT � NOV-16-2007 17:00 PACE REALTY CORP 9723878669 P.001 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 12,LLC, a Delaware limited liability company: By:_ Printed Name: �,,� A— p We C L Manager / Date: // /-z, 7 l e 7 STATE OF I99AnJ�i[s�`11� COUNTY § BEFORE ME, the undersigned authority, on this day personally appeared (Sd4,w,r,b d. Rea-11 , Manager of SCI RIDGLEA FUND 12,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ,-477.may of /fin/lPm b ,2007. Notary Publi in and for „�**••..,.,,� the State of 11f public° 71j � ! Murphy airlr Wea t,of massu. � « 'ens Pre$On iv.2s,2012 Notary's Punted Name OFF 6gRF6eQPRDnt of CSC No.30080 `� y Sff,14'at-M ea,L.P.to SCI Ridglea Funds O�� NOV-16-2007 17:01 PACE REALTY CORP 9723878669 P.006 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI 3,LLC, a IHty company: By: Pr ed Name: �5 Cv,en q r---J' S er J _ Date: �,��o 7 STATE OF A-k+-'2 t y § COUNTY OF bA6- mrq-11=7- § BEFORE ME, the undersigned authority, on this day personally appeared a AAes, *Op j Manager of SCI RIDGLEA FUND 13,LLC,known to me to be the person whose�jfine is subscribed to the foregoing instrument,and acknowledged to me that a executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Zc 4-v\ day of 2007. Notary Public in and for the State of co-L� IIZ.�.BETH M.RAMOS 4 Commission# 1464013 Notary Public-California y� ✓. Notary's Printed Name `�' ; :'. San Mateo county My Comm.Expires Jan 20,2008 OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page 18 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds mnmer n nnG y • r ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 14,LLC, a Delaware limited liability company: By: 1 Printed Name: Manager Date: Ls- OT STATE OF �, �,� _ § COUNTY OF`j,��� § _BEFORE ME, the undersigned authority, on this day personally appeared y,c` V .r` , Manager of SCI RIDGLEA FUND 14,LLC, known to me to be the person whose nakne is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,2007. 1; Notary Public in an or the State of WSAN M.C #�t 13 Notary's Printed Name Notary t�Ac -Colrror� L4pio San Mateo County Mv • Jun 12, OFFICIAL RECD CITY SECRETARY TI-� +FOR a WOE Page 19 of 27 Consent to Assignment of CSC No. 30080 by River View at Ridglea,L.P.to SCI Ridglea Funds NOV-16-2007 17:03 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 15,LLC, a Delaware limit ' bility Cr By: 4-- Printed Na e: r-A y,2 K J, 1-1 I"w 1S L L Manager Date: 11 _Z ) STATE OF COUNTY OF CIGI'v BEFORE ME the undersigned authority, on this day personally appeared YARYIL -C. , Manager of SCI RIDGLEA FUND 15,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that`se executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2 I day of )0Ve1W bif/'Y— ,2007. Notary ublic in an f r the State of S. A A comm.#jjWU WTARYFURC Notary's Printed Name comm.E. ros SOP si » OFFICIAL RECORD CITY SECRETARY I=ORT \N®RTH I TX Page 20 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds TOTAL P.005 NOV-16-2007 17:03 PACE REALTY CORP 9723878669 P.001 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 16,LLC, a Delaware limited liab' ' m any: By: ''� Printed Name: Coil 45�SUU'90011/L Manager Date:- I-Z'31.-0 STATE OF I 14'0 i S § COUNTY OF W tCe § BE ORE ME, the undersigned authority, on this day personally appeared Scy# 51w6 7't..,, Manager of SCI RIDGLEA FUND 16,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY IVND ND SEAL OF OFFICE this day of .92007. ublic n 9Vd r the ate of Aufr&f M , P>r obl000l'i Notary's P nted Name OFFICIAL SEAL BARRY M ROSENBLOOM NOTARY PUBLIC•STATE OF ILLINOIS MY COMMISSION EXPIRES:06/27/10 OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page 21 of 27 Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds r'RGt" e e ASSIGMEN-T OF TAX ABATEMENT AGREEMENT SCI RIDGL.EA.FUND 17,LILC, a DeIRware Limited liabilRty company: By:_Lz2-�,_ -�,, E Primed,Vwne: Manager t COUNT'OF A4n-e4�§ BEFORE ME, the undersigned authority, on this day personally appeared L�,�J_ Jr. , Manager of SCY RIDG:LEA FUND 17,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and ackncwledged to me, that s/he executed the same for the pwposes and consideration therein expressed, in the capacity therein started. GIVEN UNDER MY BAND AND SEAL OF OFFICE this Notary Publi in and for v---�- t1he Stx.e of_ rji HONG W j��, Me"- 1 111��N NMr�IIMo C1w Notary's Printed Narn.e f OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Page.22 oF27 Consent to,kssignmcw c CSC No.30080 r.� R.a;:r V;r-. at T'.id 1m L.P.to c:a ikidgiea Funds FEB-04-08 MON 11 :02 AM W. E. HARDING. JR. INC. .. 303 5305228 P. 03 FEB-01-200 PACE REALTY CORP 9'723076669 ?.Coe 8 12 19 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 189 LLC, a Delaware limited liability compAmy: By. Manager Date:— ;,w' r 244 STATE OF § COUNTY OF' g BEFORE ME, the undersigned authority, on this day personally appeared Manager of SCI RIDGLEA FUND 18,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _day of ,2001. Not blic in ad for the State oft^aB Notary's Printed Name OFFICIAL RECORD CITY SECRETARY FORT WORTH. TI X Page 23 of 17 Consent to Assignment of CSC No. 10080 by River View at Ridglea,L.P.to SCI Ridglea Funds r r PNOV-1�6-2007 17:06 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 19,LLC, a Delaware limited liability company: By:_ Printed Name: -{ b g F-re Ti r2 �� le 6 A e-4 C►` , Q-4t Manager Date: /1 —36/ Q 7 STATE OF L° § COUNTY OF.!20 41,0`-- BEFORE ME, the undersigned authority, on this day personally appeared , Manager of SCI RIDGLEA FUND 19,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2007. /I Notary Public in and for the State of Notary's Printed Name OFFICIAL RECORD CITY SECRETARY FORTI,AQ.13TH s TX Consent to Assignment of CSC No.30080 by River View at Ridglea,L.P.to SCI Ridglea Funds TOTAL P.005 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT C"C'.C`C.C`C.("`l.C`C'.(-1'.(".`C.r-C'.(,`(�.C`C.C`C.C'C'.C`C'F`C.C`Y.C`C.C`C'.0"`C'.C:C.(-`C.(-`!',i-`C`,�r,`C`-r 1`<�C`FY`��^M���Y`MY�•!`�•!`�•!`�'!`�K`�K'�Y`��!`MK.`MM�K`M.!`M� State of California County of b "' �YK Z V S On ✓ Nd U d 1 before me, �r 2/l T Date l Name d Title of Otf er(e.g.,"J ne Doe, otary Public") personally appeared Name(s)of Signer(s) personally known to me )&r proved to me on the basis of satisfactory evidence) to be the person(s)whose names)X/are subscribed to the r4A.0. FRED J. 11M I AR within instrument and acknowledged to me that ir COMM.*1503259 Z helsHe/they executed the same in h+sfF-ter/their authorized • NOTARY PUBLIC_CALIFORNIA< capacity(ieg), and that by laic r/their signature(s) on the Z CMM COSTA COUNTY instrument the person(s), or the entity upon behalf of N AX 25' which the person(s) acted, executed the instrument. WITNESS my hand and official seal. /A ' Place Notary Seal Above Signature + ' l Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—D Limited ❑ General ❑ Attorney in Fact El Attorney in Fact El Trustee ❑Trustee Top of thumb here Top of thumb here ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: SC Signer Is Repres nting: L<5 Signer Is Representing: OFF-VAL RECORD O NftT Notyry/w�geh ,X50 O��p(o Ave..PO.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 v609 Reorder.Call Tall-Free 1-800-876-6827 VV < r NOV-16-2007 17:08 PACE REALTY CORP 9723878669 P.002 ASSIGAfM OF TAX ABATEMENT AGREEMENT SCI RWGLEA FUND 20,LLC, a Delaware limited liability company: VISHEN By:— Commission #F 1697732 Printed Name: L%otarY Public - California Manager LoC s n,0sphs County 2151 0�� oaa Soto Date: STATE OF / MtAl l COUNTY OF j n, BEF9RE ME, the undersigned authority, on this day personally appeared JF"J7 QE UL , Manager of SCI RIDGLEA FUND 20,LLC,known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,200% otary Publi&aHR;L,-, the State of Y she, Notary's Printed Name OFFIC 25f COR® n �i�S SC No. I Rid G`I'� S� L.P.to SCI Ridglea Funds FORT WORTH "'Y POV-16-2007 17:09 PACE REALTY CORP 9723878669 P.0o3 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI MGLEA FUND 21,LLC, a Delaware limited liability company: By: r Printed Name: Manager Date: STATE OF f § COUNTY OF `tom § FORE ME, the undersigned authority, on this day personally appeared Manager of SCI RIDGLEA FUND 21,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GI I�N UNDER MY HAND AND SEAL OF OFFICE this da of f �.�,�.i�^,2007. Notary Public�Ind for the State of �- ` L Notary's Printed Name My Comrnissior, E pr.`: GIT`t Sc [TTAR . F 1 of 27 Consent to Assignment of CSC No.30080 by River View at Male&L.P.to SCI Ridelea Funds 2 NOV-16-2007 17:09 PACE REALTY CORP 9723878669 P.005 ASSIGMENT OF TAX ABATEMENT AGREEMENT SCI RIDGLEA FUND 22,LLC, a Delaware limited liability company: By: 51- , Printed Name: Al bey L-ec L(, s Pres.deti� eQG�„ d L Manager 0. F1 D o,�,L C o('Po rc, /41 G.K aj' ea l Date: ()-- l G - 100-7 STATE OF !" Q rtgJOL' § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared M-Aed b,Ifrq A , hr., Manager of SCI RIDGLEA FUND 22,LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this / J fA day of bect- n6er ,2007. ,cc qkj� ,=�- N Public i and,/-for the State of r1a d0.. F��r°°k� JAMES E.MERRITT;]JR MY COMMISSION#[ZCiEXPIRES:June 28,200(407)398-0153 Roride Notary SeMce.co Notary's Printed Name UFiciAL ReGOat) P T2)(oP�cRETA M4,0 nt ditC No.30080 r iew at Ridglea,L.P,to SCI Ridglea Funds TOTAL P.005 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/9/2007 DATE: Tuesday, October 09, 2007 LOG NAME: 05CUMBERLAND REFERENCE NO.: C-22443 SUBJECT: Authorize Consent to Assignment of Tax Abatement Agreement (City Secretary Contract No. 30080) by River View at Ridglea, L.P., to Various SCI Ridglea Fund, LLCs, and Authorize Execution of Related Consent Agreement RECOMMENDATION: It is recommended that the City Council: 1. Consent to the assignment by River View at Ridglea, L.P., of its rights, duties and obligations under its Tax Abatement Agreement (City Secretary Contract No. 30080, as amended and restated) to SCI Ridglea Fund, LLC; SCI Ridglea Fund 1, LLC; SCI Ridglea Fund 2, LLC; SCI Ridglea Fund 3, LLC; SCI Ridglea Fund 4, LLC; SCI Ridglea Fund 5, LLC; SCI Ridglea Fund 6, LLC; SCI Ridglea Fund 7, LLC; SCI Ridglea Fund 8, LLC; SCI Ridglea Fund 9, LLC; SCI Ridglea Fund 10, LLC; SCI Ridglea Fund 11, LLC; SCI Ridglea Fund 12, LLC; SCI Ridglea Fund 13, LLC; SCI Ridglea Fund 14, LLC; SCI Ridglea Fund 15, LLC, SCI Ridglea Fund 16, LLC; SCI Ridglea Fund 17, LLC; SCI Ridglea Fund 18, LLC; SCI Ridglea Fund 19, LLC; SCI Ridglea Fund 20, LLC; SCI Ridglea Fund 21, LLC; and SCI Ridglea Fund 22, LLC, as tenants-in-common; and 2. Authorize the City Manager to execute a Consent to Assignment Agreement with the parties identified above. DISCUSSION: On June 8, 2004, pursuant to M&C G-14379 and City Secretary Contract No. 30080, as amended and restated, the City Council granted River View at Ridglea, L.P. (River View) a tax abatement conditioned on, among other things, the construction of an approximately 200,000 square foot apartment complex in the Ridglea Village/Como Neighborhood Empowerment District and the set-aside of a certain minimum number of apartments as quality affordable housing units for qualifying households (the Tax Abatement Agreement). River View has notified the City that it has sold this property to a group of tenants-in-common, which are identified in Section 1 of the Recommendation above (collectively, the SCI Funds). The Tax Abatement Agreement prohibits River View from assigning its rights under the Tax Abatement Agreement to a third party unless the City Council first consents to the assignment and the proposed assignees enter into an agreement with the City under which the assignees agree to assume all duties and obligations of River View. The SCI Funds have agreed to enter into such an agreement with the City, and City staff has no objection to the proposed assignment. The properties are located in COUNCIL DISTRICT 7. OFFICIAL RECORD CITY SECRETARY FISCAL INFORMATION/CERTIFICATION: FORT WORTH. TX The Finance Director certifies that this action will have no material effect on City funds. Logname: 05CUMBERLAND Page 1 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office b Dale Fisseler (6140) Originating Department Head: Jerome Walker (7537) Additional Information Contact: Sarah Odle (7316) Peter Vaky (7601) OFFICIAL RECORD CITY SECRETARY FORT WORTH, TX Logname: 05CUMBERLAND Page 2 of 2 r: lo l. l 1. _ y tee.-,. . ,. < ..... .. ' 41,47 Page 1 of 1 . r 7 G r t � y S N Fr OFFICIAL RECORD CITY SECRETARY X FORT WORTH, http://mcrequest.cfwnet.org/Attachments/7906/Picture2.jpg 3/28/2008 Applicant: Sci Ridglea Fund LLC Address: 6025 Milburn Council District: 7 NEZ: Ridglea Como 7�x DOMINY �r1 BUSHNEL C w 9 } <n z >- 2 32 3 F 42 B 1Q 1 R 0 2 5 2 4 9 3 3 z 1 U CHICORA WELLESLEY W z D �y � 3710 Q 0° 2 6 11 7654 M/L[83 N 9 41 A FLETCHER 0 Ripe g <Fq 1 BONNELL 1 2 KILPATRICK 78 KAREN A _M I 2 2 GOODMAN 6 LIBBEY