HomeMy WebLinkAboutContract 36895-CA2 r L�dECOR® s^irr SECRET CRETAP� T70MTPACT NO
--- ASSIGNMENT OF TAX ABATEMENT AGREEMENT
This Assignment of Tax Abatement Agreement is made and entered into by
and between CTMGT Waterview Estates FL-1, LLC, ("CTMGT"), ("Assignor") and
Impression Homes, L.L.C., ("Assignee") and the City of Fort Worth, ("City")
RECITALS
A. Waterview Estates, L.P., Pars Investment, Inc., General Partner ("Waterview") and the
City of Fort Worth, Texas (the "City") entered into that certain Tax Abatement
Agreement ("Agreement") for Property Located at 5628 Grenada Court; Lot 3; Block
2; Waterfront at Enchanted Bay; an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the plat recorded and filed in Cabinet A; Slide No. 11723,
Plat Records, Tarrant County, Texas ("Property") which is located in the Lake
Arlington Neighborhood Empowerment Zone, such Agreement approved by the City
Council of Fort Worth November 6, 2007, City Secretary Contract Number 36895
("Agreement"):
B. Section 5 of the Agreement permits Waterview to assign all of its rights under the
Agreement to CTMGT, without obtaining the prior consent of the City Council:
C. Waterview assigned the Agreement to CTMGT, Assignor, such Agreement is dated
September 27, 2013, City Secretary Contract Number 36895-CAL
D. Pursuant to that certain Special Warranty Deed dated as of W"N14,
recorded under Tarrant County Deed Records, Assignor conveyed the Property to
••Impression Homes, L.L.C. and Assignee acquired title to the real property, which is
the subject of the Agreement.
E. Section 5 of the Agreement permits Assignor to assign all of its rights under the
Agreement to Assignee,without obtaining the prior consent of the City Council:
AGREEMENT
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. Assignment. Assignor hereby ASSIGNS, TRANSFERS AND CONVEYS all rights,
duties, obligations,title and interest under the Agreement to Assignee.
2. Acceptance. Assignee hereby accepts the Assignment granted herein, and assumes all
of Assignor's rights,duties and obligations arising under the Agreement.
3. 'Effective Date. The effective date of this Assignment is "" 2014
("Effective Date"). All rights, duties and obligations under the Agreement arising,
accruing or relating to the period before the Effective Date are allocated to Assignor and
M
C-1
r^ Assignment of Tax Abatement Contract#36895-CA1 from
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CTMGT Waterview Estates FL-1, LLC to Impression Homes,LLC
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all rights, duties and obligations arising, accruing or relating to the period thereafter
shall be allocated to Assignee.
4. Release and Surrender of Assignor. Except as otherwise expressly set forth in this
Assignment, Assignor will be discharged from any and all further obligations under the
Agreement as of the Effective Date. Assignor must surrender the Property to the
Assignee on or before 11:59 p. m. on the date prior to the Effective Date in its present
condition. Assignor relinquishes any right to any improvements, fixtures or equipment
on the Property.
5. Representations. Assignor represents, warrants and covenants with Assignee that as of
the Effective Date,that Assignor is not in default under any of its obligations contained
in.the Agreement.
6. City. of Fort Worth's Consent. City of Fort Worth hereby consents to this Assignment
upon the terms and conditions set forth herein. Unless and until City of Fort Worth has
executed this Assignment, this Assignment is of no effect. The consent granted herein
should not be construed as consent to any further assignment except as provided in the
Agreement. The failure or delay of City of Fort Worth in seeking to enforce any
provisions of the Agreement or this Assignment should not be deemed a waiver of rights
or remedies that City of Fort Worth may have, or a waiver of any subsequent breach of
the terms and provisions therein or herein contained.
7. Notices. Any notice given by any party to another party hereto must be given in the
manner required under the Agreement. The addresses set forth below supercede any
addresses for notices set forth in the Agreement.
CITY OF FORT WORTH:
City of Fort Worth
Housing and Economic Development Department(NEZ)
1000 Throckmorton
Fort Worth,Texas 76102
ASSIGNOR: ASSIGNEE:
CTMGT Waterview Estates,FL-1,LLC Impression Homes,L.L.C.
3904 Airport Freeway, Suite 200 P.O. Box 92726
-Bedford, TX 76021 Southlake, Texas 76092
8. Successors. Except as herein otherwise provided, this Assignment will be binding upon
and inure to the benefit of the parties, and their respective heirs, executors,
administrators, successors and assigns.
9. Counnterparts. This Assignment may be executed in multiple counterparts, each of which,
once executed, will be an original and fully-binding on the parties so executing; and all
such counterparts together constitute one and the same agreement.
Assignment of Tax Abatement Contract#36895-CA1 from
CTMGT Waterview Estates FL-1, LLC to Impression Homes,LLC
2
10. Binding_Offer. This Assignment will be not be binding until executed and delivered by
all three parties.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date
first above written.
CITY 617 FORT WORTH
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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this oZ 3 day of
M Imo► , 2014.
Notary-Public in and for 0 LINDA M.HIRRLIN4ER
the State of Texas MY COMMISSION EXPIRES
R,,* February 2,2018
�OR o
eo �
Mary Kayser, City Secretary C-3�
APPROVED AS TO FORM AND LEGALITY:
Melinda Ramos
Sr. Assistant City Attorney OFFICIAL RECORD
M&L C: C-22514
MIN SECREM0
Assignment of Tax Abatement Contract#36895-CA1 from
CTMGT Waterview Estates FL-1, LLC to Impression Homes, LLC
3
ASSIGNOR: CTMGT Waterview Estates FL-1,LLC,
Name:'" Mehrdad Moayedi
Title: Managing Member
STATKOF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Mehrdad Moayedi,
Managing Member of CTMGT Waterview Estates FL-1, L.L.C. 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 CTMGT Waterview Estates FL-1,L.L.C.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
)2014.
Notary Public in and for
the State of Texas
ASSIGNEE: Im ession omes, L.L.C.
Name: Bruce Heikkinen
Title: Managing Member
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Bruce Heikkinen,
Managing Member of Impression Homes, L.L.C. known to me to be the person whose name
is subscibed 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 LINDER MY HAND AND SEAL OF OFFICE this day of
2,944.
Notary Public in and for =Q ,,�s, M�� XPRES
the State of Texas ;*,[/�(S tP��u ®is'
Assignment of Tax Abatement Contract#36895-CAl from
CTMGT Waterview Estates FL-1, LLC to Impression Homes,LLC
4
ASSIGNOR:CTMGT Waterview Estat FL-1,LLC
Name: Mehrdad Moaye i
Title: Managing Member
STATE'OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority,on this day personally appeared Mehrdad Moayedi,
Managing Member of CTMGT Waterview Estates FL-1, L.L.C. 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 CTMGT Waterview Estates FL-1,L.L.C.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
R m6tr ,2014. K'
aft pHY f'„eC 5r
LAURA L WAYLAN )
My Co,,,j, Sion Expires
No ublic in and for duly 14, 2016
the State of-Texas s, 5
ASSIGNEE:Impression Homes,L.L.C.
Name: Bruce Heikkinen
Title: -Managing Member
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, on this day personally appeared Bruce Heikkinen,
Managing Member of Impression Homes,L.L.C.known to me to be the person whose name
is subscibed 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 _ day of
12014.
Notary Public in and for
the State of Texas
Assignment of Tax Abatement Contract#36895-CA1 from
CTMGT Waterview Estates FL-1,LLC to Impression Homes,LLC
4
AFTER RECORDING RETURN TO;
Impression Homes,LLC
P.O.Box 1838
Keller,Texas 76244-1838
NOTICE OF CONFIDENTIALITY RIGH'T'S: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIDE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFER$AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.
SPECIAL WARRANTY DEED WITH VENDOR'S LIEN
{�
Date: P-Qyy%bLr 4 2014
Grantor. CTMGT Waterview Estates FL-1,LLC
a Texas limited liability company
Grantor's Mailing Address: 1800 Valley View Lane,Suite 300
Farmers Branch,Dallas County,Texas 75234
Grantee: Impression Homes,LLC,
a Texas limited liability company
Grantee's Mailing Address: P.O.Box 1838
Keller,Texas 7624¢1838
Consideration: Ten Dollars and No/100($10.00)and other good and valuable consideration,the
receipt and sufficiency of which are hereby acknowledged and the further consideration of one
certain Promissory Note ("Note") of Grantee in the original principal sum of Five Million and
00/100ths Dollars ($5,000,000.00), payable to the order of BRANCH BANK AND TRUST
COMPANY("Lender"), secured by the vendor's lien retained herein("Vendor's Lien'and being
further secured by that certain Master Form of Deed of Trust with Security Agreement and
Assignment of Rents and Leases("Deed of Trust")to Kevin Meeks,Trustee,herewith covering_ the
Property(as hereinafter defined).
Property(including any improvements); As listed on the attached Exhibit "A" which is
incorporated herein as if fully set forth at length,
Reservations from Conveyance: None.
Exceptions to Conveyance and Warranty: All validly existing encumbrances, conditions and
restrictions,relating to the hereinabove described Property as now reflected by the records of the
County Clerk;of Tarrant County,Texas,pro-6ded the Exceptions to Conveyance and Warranty do
not include liens or conveyances affecting the Property,unless same are expressly identified in this
Deed. All reservations,conveyances and leases of oil,gas or other minerals identified in Schedule B
of the tide commitment furnished to Grantee at or before execution and delivery of this Deed,if
Special Warranty Deed with Vendor's Lien Rage 1
Lot 3,Block 2—Waterfront of Enchanted Bap
any,are Exceptions to Conveyance and Warranty.
Grantor, for the Consideration and subject to the Reservations from Conveyance and the
Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property,
together with all and singular the rights and appurtenances thereto in any way belonging,to have and
to hold it to Grantee and Grantee's heirs,successors,and assigns forever. Grantor binds Grantor
and Grantor's heirs and successors to warrant and forever defend all and singular the property to
Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully
claiming or to claim the same or any part thereof,when the claim is by,through or under Grantor,
but not otherwise, except as to the Reservations from Conveyance and the Exceptions to
Conveyance and Warranty,
But it is expressly agreed and stipulated that the Vendors Lien as well as Superior Title in and to the
Property are hereby retained until the Note and all amounts due there under and under the Deed of
"Trust are fully paid according to the face,tenor,effect and reading thereof,at which time this Special
Warranty Deed shall become absolute, and the Vendor's Lien and Superior We herein retained
shall be automatically released and discharged. Said Vendor's Lien and Superior Tide herein retained
are hereby transferred,assigned,sold and conveyed without recourse to Lender,its successors and
assigns,the payee named in the Note.Whenever used,the singular number shall include the plural,
and the plural the singular.
[Signatures appear on the following page]
$pedal lvarnntp Deed with Vendor's Lien Sage 2
Lot 3,Block 2—Waterfront of 1?nchanted Bay
GRANTQR:
CTMGT'W/aterview Estates FIr1,LLC,
a Texas Umited liability company
By- Waterview l~state%LP,
a Texas limited partnership
Its Manager
By, Centatntar Terras,LLC,
a Texas limited liability company
Its General Parmer
By: CTMGT,LLC,
a Texas limited liability company
Its Sole Manager and Member
By: . .. '
Name: Mehrdad Moayedi
Its: Sole Manager and Member
STA'IE OF TF,.l AS §
COUNTY OF DALLAS
This instrument was acknowledged before me on I)QGQ.YVI6,i" 2014
by Mehtdad Moayedi, the Sole Manager and Member of CTMGT,LLC,as the Sole Manager and
Member of Centamtar Terras, LEG; as the General Partner of Waterview Estates, LP, a Texas
lunited partnership, as the Manager of CTMGT Wat +i states FL-1, LLC, a T as limited
liability company on behalf o€said limited liability co p .
Notary Public, '.torte.of Texas
LAURA L WAYIAP;D
fd;y Conimission Expires
July 14,2016
Special Warranty Deed with Vendor's Lien Page 3
Lot 3,Block 2—Waterfront of Enchanted Bay
Exhibit"A"
Legal Description
Lot 3,Block 2 of Waterfront at Enchanted Bay,an Addition to the City of Fort Worth,Tarrant
County,according to the plat thereof recorded in Cabinet A,Slide 11723,Plat Records of Tarrant
County,Texas.
t
Special Warranty Deed with Vendor's Lien Page 4
Lot 3,Block 2—Waterfront of Enchanted Bay
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
FORT IVORT11
COUNCIL ACTION: Approved As Amended on 11/6/2007
DATE: 11/6/2007 REFERENCE C-22514 LOG NAME: 05ENCHANTEDBAY
NO..
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Five Year Tax Abatement Agreement with Waterview Estates,
L.P., a Texas Limited Partnership, and Woodhaven Homes, L.P., a Texas Limited
Partnership, Located in the Lake Arlington Neighborhood Empowerment Zone
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to enter into a five year Tax Abatement Agreement with Waterview
Estates, L.P., a Texas Limited Partnership, and Woodhaven Homes, L.P., a Texas Limited
Partnership, located in the Lake Arlington Neighborhood Empowerment Zone; and
2. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with
Waterview Estates, L.P., and Woodhaven Homes, L.P., are true and correct.
DISCUSSION:
Waterview Estates, L.P., and Woodhaven Homes, L.P., are the owners/developers of the 118
properties listed in Exhibit"A". This real property is located in the Lake Arlington NEZ and
Neighborhood Empowerment Reinvestment Zone (NERZ No. 16). Waterview Estates, L.P. and
Woodhaven Homes, L.P. have applied for a five-year municipal property tax abatement under the
NEZ Tax Abatement Policy and Basic Incentives (M&C G-14947), as amended. The NEZ Program
offers a five-year municipal property tax abatement on the increased value of improvements to the
qualified owner of any new construction within a NEZ. The Housing Department has reviewed the
application and certified that the property meets the eligibility criteria to receive NEZ municipal
property tax abatement.
Waterview Estates, L.P., and Woodhaven Homes, L.P., will invest a minimum of$15,200,000.00 to
construct 118 single-family homes in the Lake Arlington NEZ. In order for Woodhaven Homes, L.P.,
or any other developer or builder approved by the City Manager or his designee to qualify for the tax
abatement, they must construct homes with a minimum of 1200 square feet of living space with at
least three bedrooms, one and one-half baths and 70% mortared brick which will appraise for a
minimum of$100,000.00. A more detailed description of the homes to be constructed and sample
drawings are attached as Exhibit"B". The Agreement is attached as Exhibit"C".
http://apps.cfwnet.org/council_packet/me review.asp?ID=8 145&councildate=11/6/2007 12/29/2014
M&C Review Page 2 of 3
Upon execution of the tax abatement agreement, the total assessed value of each home used for
calculating municipal property tax will be frozen for a five-year period, starting on the date the home is
sold to a homebuyer to be used as a primary residence, at the pre-improvement value as defined by
the Tarrant Appraisal District (TAD) on January 1, 2007, as follows:
Pre-improvement TAD Value of Improvements $ 0.00
Pre-improvement Estimated Value of Land $2,025.00
Total Pre-improvement Estimated Value $ 2025.00
The municipal property tax on the improved value is estimated at $550.00 per house, per year, for a
total of
$2,750.00 over the five-year period for each house. However, this estimate may be different from the
actual tax abatement value, which will be calculated based on the TAD appraised value of the
property.
The tax abatement agreement provides that the agreement may be assigned without subsequent City
Council approval to Woodhaven Homes, L.P., or another builder approved by the City Manager or his
designee or the developer's first mortgage, or to a homebuyer who will use the required
improvements as his/her primary residence, or to the homeowner's mortgagee. All other
assignments must be approved by City Council. The agreement also provides that the failure of the
owner to send the City notification of the sale of the required improvements and the executed
assignment of the agreement with the new owner within 30 days of the transfer of ownership of the
required improvements shall result in the automatic termination of the Agreement.
This property is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originatina Department Head: Jerome Walker (7537)
Additional Information Contact: Sarah Odle (7316)
ATTACHMENTS
Continued Exhibit B for M&C.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=8145&councildate=11/6/2007 12/29/2014
M&C Review Page 3 of 3
Exhibit A for M&C.xls
Exhibit B for M&C.doc
Final TA Agreement for M&C.doc
Location Map for M&C.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=8145&councildate=11/6/2007 12/29/2014