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Home My WebLink AboutContract 42665-CA1 COVITRACT NO. r CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO.42665,AS AMENDED) This CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT ("Consent") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas; LANCASTER PROPERTIES, LLC ("Assignor" or "Company"), a Texas limited liability company; and BELL FUND V LANCASTER,LLC ("Assignee"),a Delaware limited liability company. The following introductory provisions are true and correct and form the basis of this Consent: A. On or about December 12, 2011 the City and Company entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 42665, as subsequently amended by City Secretary Contract No. 42665-A1 (collectively, the "Agreement"). Under the Agreement, Company agreed to construct an apartment complex with at least 315 units (the "Required Improvements") on certain land in the City (the "Land") in return for a 5-year real property tax abatement on improvements located on the Land (the "Abatement"), all as more specifically set forth in the Agreement. B. The Required Improvements were completed as required by the Agreement and the Abatement is currently in effect pursuant to and in accordance with the Agreement. Company now wishes to sell the Land and Required Improvements to Assignee and to assign all right, title and interest in the Agreement to Assignee. The Agreement stipulates that the Agreement may be assigned to a third party only with the consent of the City Council and execution by such third party of a written agreement with the City in which the third party agrees to comply with all duties and obligations of Company under the Agreement. The City is willing to consent to an assignment of the Agreement by Company to Assignee solely in accordance with this Consent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the City,Assignor and Assignee 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 October 9, 2014 ("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 Company set forth in the Agreement. Page 1 of 6 OFFICOAL RECORD Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) MY SECRETARY by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC FTC WORTH9 Yl K RECEIVED OCT 0 9 ��1 3. Assignee understands and agrees that no act or omission of Assignor, whether on, before or after the Effective Consent Date, will serve to mitigate (i) any Event of Default set forth in Section 4 of the Agreement or (ii) any failure of any or all of the commitments for construction cost spending for the Required Improvements, annual employment commitments on the Land, and annual supply and service vendor contract spending commitments in connection with the operation and maintenance of the Apartments, as set forth in Sections 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7, or 2.1.8 of the Agreement, to be met. 4. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement that are additional to or greater than those of Company thereunder. 5. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. EXECUTED in multiples as of the last date indicated below, but to be effective as of the Effective Consent Date: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES] Page 2 of 6 Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC CITY OF FORT WORTH: ATTEST: By: By: Fernando Costa Mary J. Kays Assistant City Manager City Secretary 0 F -� Date: o°° °�e�q APPROVED AS TO FORM AND LEGALITY: �%- °°o 00° By. Peter Val Deputy City Attorney M&C: C-26976 09-16-14 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 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,that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that she 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 day of 92014. Notary fublic in and for LINDA R HIRRLING— the State of Texas `i= MY COMMISSION EXPIRES 4L'.c��t Febmary2,2010 L(nc�- �V1 . f-��r(�n c�P � Notary's Printed Name Page 3 of 6 Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC r"Tj-y LANCASTER PR PERTIES,LLC, a Texas limite lia ili pany: By: Name: Title. �eM f t�" Date: 52 p 2 e 0 �o l ATTEST: By: ��4 if 1 —al (z� STATE OF �21C�S COUNTY OF D�4 (n § BEFORE ME,the undersigned authority,on this day personally appeared ,T o7n Din k bcA f (Name), M t r,n-6-y— (Title)_of LANCASTER PROPERTIES, LLC, 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 his act and that s/he executed the same as the act of LANCASTER PROPERTIES, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this may of 2014. a ub i d for =o�OA p9i", LUPITA A. RAMIREZ Notary Public,state of Texas L----the State of =.` '�F My Commission Expires April 02, 2016 Page 4 of 6 Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC BELL FUND V LANCASTER,LLC, a Delaware limited liability company By: Bell Apartment Fund V, LLC, a Delaware limited liability company, its Sole Member By: Bell HNW Fund V, LLC, a Delaware limited liability company, its Managing Member By: Bell Fund V Manager, LLC, a Delaware limited liability company, its Manager By: Bell Partner Inc. a North of a corp ration, its Ma er By: Na e: A);Ck-bla Title: SLrp -ku e, s By: Bell Institutional Subsidiary V, LLC, a Delaware limited liability company, its Managing Member By: Bell Institutional Fund V, LLC, a Delaware limited liability company, its Managing Member By: Bell Fund V Manager, LLC, a Delaware limited liability company, its Manager By: Bell Partners Inc., a North Carolina oratt , its Manager By: Date: ZIo l Na : �Uil� hoc Ix Title: ATTEST: By: Page 5 of 6 Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC STATE OF it-i0... § UYY11 CA 's OF C0.. § BEFORE ME, the undersigned authority, on this day personally appeared &hC*yk14 &cG& (Name), MVP XnueS-r.c. s (Title) of Bell Partners Inc. known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of Bell Partners Inc., a North Carolina corporation, Manager of Bell Fund V Manager, LLC, a Delaware limited liability company, Manager of Bell Institutional Fund V, LLC, a Delaware limited liability company, Managing Member of Bell Institutional Subsidiary V, LLC, a Delaware limited liability company, Managing Member of Bell Apartment Fund V, a Delaware limited liability company, Sole Member of Bell Fund V Lancaster, LLC, a Delaware limited liability company, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2.(o day of 2014. Notary Public in and for the State of My commission expires: Kelli Jeanne Makin Commonwealth of Virginia Embossed Hereon Is My Notary Public Commonwealth Of Virginia Notary Public Seal h s Commission No.7565764 My Commission Expires September 30,2017 My Commission Expires 9/3012017 KELLI JEANNE MAKIN Page 6 of 6 Consent to Assignment of Tax Abatement Agreement(CSC No.42665,as Amended) by Lancaster Properties,LLC to Bell Fund V Lancaster,LLC M&C Review Page 1 of 2 Official site of the City A Fort VIA Oh,,I texas CITY COUNCILAGENDA FORTWORTII COUNCIL ACTION: Approved on 9/16/2014 DATE: 9/16/2014 REFERENCE **C-26976 LOG NAME: 17LANCASTERASSIGN NO.. CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Consent to Assignment of Tax Abatement Agreement by Lancaster Properties, LLC, to Bell Fund V Lancaster, LLC (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of the Tax Abatement Agreement between the City and Lancaster Properties, LLC, in conjunction with the sale of the multi-family development project located at 2920 West Lancaster Avenue and 1020 Currie Street to Bell Fund V Lancaster, LLC. DISCUSSION: On September 27, 2011, the City Council approved a five-year Tax Abatement Agreement with Lancaster Properties, LLC (Company) related to the construction of a 315-unit multi-family apartment complex located at 2920 West Lancaster Avenue and 1020 Currie Street (City Secretary Contract No. 42665 (M&C C-25196), as amended by City Secretary Contract No. 42665-A1 (M&C C-25789) Agreement. The Company now wishes to sell the development to Bell Fund V Lancaster, LLC (Purchaser). As part of the proposed sale, the Company has requested an assignment of the Agreement to the Purchaser, so that the Purchaser may continue to receive the tax abatement for the remainder of the term of the Agreement. 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. The Company has constructed all the required improvements, as set forth in the Agreement, and the Purchaser will be required to meet all ongoing obligations of the Company under the Agreement. The City will continue to receive the public benefits resulting from development of this project. The multi-family development is located in COUNCIL DISTRICT 9, Mapsco 76A and 76B. 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/AccounVCenters Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jesus Chapa (5804) Additional Information Contact: Robert Sturns (212-2663) 3 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20256&councildate=9/16/2014 09/23/2014 I M&C Review Page 2 of 2 Ana Alvarado (212-2680) ATTACHMENTS Lancaster Apartment Reference Map.pdf http://apps,cfwnet.org/council_packet/mc_review.asp?ID=20256&councildate=9/16/2014 09/23/2014