HomeMy WebLinkAboutContract 46559-EC1 ESTOPPEL CITY SECRETARY
CONTRACT N0. S — P, I
To: Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC
(collectively, "Crest")
1400 Civic Place, Suite 225
Southlake, TX 76092
CBRE Capital Markets, Inc. ("CBRE")
Federal Home Loan Mortgage Corporation("Freddie Mac") a 7 8 9JP
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(Crest, CBRE and Freddie Mac, collectively,the "Reliance Parties") RF 9?s
a SEP 291 AFD V
From: City of Fort Worth Cary X117
200 Texas Street
Fort Worth, Texas 76102 �� w
Attn: City Manager 6 8 L-9 9
RE: Tax Abatement Agreement for Property Located in a Neighborhood Empowerment Zone
by and between City of Fort Worth, Texas, a home rule municipal corporation organized
under the laws of the State of Texas(the"City"),and Park Ridge Multi-Family LP,a Texas
Limited Partnership ("Park Ridge"), dated March 25, 2015, City Secretary Contract No.
46559 (the "Tax Abatement Agreement")
The City and Park Ridge entered into the Tax Abatement Agreement for the real property
legally described on the attached Exhibit A (the "Property"). Park Ridge assigned its interest in
the Tax Abatement Agreement to Berkeley Apartments Phase II LLC ('Berkeley II"). Such
agreement is dated May 14, 2014, City Secretary Contract No. 46559-CAI. Berkeley II intends to
assign its interest in the Tax Abatement Agreement to Crest. Pursuant to the Tax Abatement
Agreement, the City and Berkeley II (as successor-in-interest to Park Ridge) are required to
provide estoppel certificates when requested. At the request of Berkeley II, the City is providing
this Estoppel Certificate(the"Estoppel Certificate")to the Reliance Parties. All capitalized terms
in this Estoppel Certificate shall have the same meaning as set forth in the Tax Abatement
Agreement.
Accordingly, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged,the City hereby certifies and agrees as follows:
I. k true, correct and complete copy of the Tax Abatement Agreement is attached
OFFICIAL RECORD iereto as Exhibit B, which Tax Abatement Agreement is in full force and effect as
CITY SECRETARY f the date hereof, and has not been modified, changed, altered or amended (and
FT.WORTH,TX here are no other promises, agreements, understandings, or commitments between
1he City and Berkeley II relating to the Tax Abatement Agreement). The Tax
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
Abatement Agreement comprises the only agreement between the City and
Berkeley II with respect to the abatement of taxes for the Property.
2. The Compliance Auditing Term pursuant to the Tax Abatement Agreement
commenced on January 1,2017, and will expire on December 31,2021. The Term
of the Abatement benefit pursuant to the Tax Abatement Agreement will commence
on January 1, 2018, and will expire on December 31, 2022.
3. The Required Improvements have been completed in accordance with and as
provided by the terms of the Tax Abatement Agreement, Lease, as evidenced by
the issuance of certificates of occupancy for each of such Required Improvements,
and the City has accepted such Required Improvements in satisfaction of the
applicable obligations under Section 1.1 and Section 1.2 of the Tax Abatement
Agreement.
4. As of the date of this Estoppel, (i) Berkeley II has not been, and is currently not, in
default under the Tax Abatement Agreement,and(ii)no event has occurred and no
condition exists which,with the giving of notice or the lapse of time or both,would
constitute a default under the Tax Abatement Agreement.
5. Berkeley II has complied with all of the obligations of Owner with respect to the
City's right to inspect of the Property and audit the Records. The City has
determined that, as of the date hereof, the Owner and/or the Property are in
compliance with the Tax Abatement Agreement. Berkeley II has timely delivered
the information and documentation required pursuant to Section 3.3 of the Tax
Abatement Agreement.
6. The City hereby acknowledges and agrees that Berkeley II has the right to assign
Berkeley II's interest in the Tax Abatement Agreement to a new owner of all or any
portion of the Property and/or the Required Improvements, subject to the prior
written consent of the City Council. Berkeley II has formally requested such
consent,and the matters were presented to the City Council on September 26,2017,
M&C C-28394. The form of Assignment Agreement attached hereto as Exhibit
"C" fully satisfies the requirements for an assignment and assumption agreement
pursuant to Section 6 of the Tax Abatement Agreement in connection therewith.
7. This Certificate shall be binding upon and shall inure to the benefit of the City,
Berkeley TI and its Affiliates,and the Reliance Parties and their Affiliates. The City
agrees and acknowledges that Berkeley II and its Affiliates and the Reliance Parties
and their Affiliates may rely on this Certificate in connection with the assignment
of the Tax Abatement Agreement to Crest and/or its Affiliates.
8. The undersigned representative of the City is duly authorized and fully qualified to
execute this instrument on behalf of the City, thereby binding the City, and no
further authority, consent, action, resolution or other approval or documentation is
necessary in connection with same (whether executive or legislative in nature or
otherwise).
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
FART•WO
ATTEST: ��.: ' 'P�, CITY OF FORT WORTH
,
By: By
City Sec# r� y Name: Fernando Costa
Title: Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By: t 'L ~4
Name: Melinda Ramos
Title: Sr. Assistant City Attorney
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ao 1-7-asG$iS
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
EXHIBIT A
LEGAL DESCRIPTION
Being Lot 2R, in Block 1, of PARK RIDGE IV ADDITION, an Addition to the City of Fort
Worth, Tarrant County, Texas, according to the replat thereof recorded under cc#D209089550,
of the Real Property Records of Tarrant County, Texas.
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
EXHIBIT B
TAX ABATEMENT AGREEMENT
[See attached]
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
CITY SECRETAW L��q
CONTRACT NO.--
TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A
NEIGHBORHOOD EMPOWERMENT ZONE
2521 Frazier Avenue
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and
between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal
corporation organized under the laws of the State of Texas and acting by and through David
Cooke, its duly authorized City Manager, and Park Ridge Multi-Family, L.P., owner of property
located at 2521 Frazier Avenue; Lot 2R, Block 1, Park Ridge IV Addition to the City of Fort
Worth, Tarrant County, Texas,according to the Plat filed in Cabinet A, Slide 11283,being a replat
of Lots 1, 2, and 3, Block 1, Park Ridge IV Addition to the City of Fort Worth, Cabinet A, Slide
11283, Plat Records, Tarrant County, Texas, situated in the M.J. Arocha Survey, Abstract No 2,
Tarrant County, Texas.
The City Council of the City of Fort Worth("City Council") hereby finds and the City and
Owner hereby agree that the following statements are true and correct and constitute the basis upon
which the City and Owner have entered into this Agreement:
A. Chapter 378 of the Texas Local Government Code allows a municipality to create a
neighborhood empowerment zone if the municipality determines that the creation of the zone
would promote:
(1) the creation of affordable housing,including manufactured housing in the zone;
(2) an increase in economic development in the zone;
(3) an increase in the quality of social services, education, or public safety provided
to residents of the zone;or
(4) the rehabilitation of affordable housing in the zone.
B. Chapter 378 of the Texas Local Government Code provides that a municipality that
creates a neighborhood empowerment zone may enter into agreements abating municipal property
taxes on property in the zone.
C. On July 31, 2001, the City Council adopted basic incentives for property owners
who own property located in a Neighborhood Empowerment Zone, stating that the City elects to
to be eligible to participate in tax abatement and including guidelines and criteria governing tax
N abatement agreements entered into between the City and various third parties, titled
"Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were
CID
4 readopted on May 21, 2013 (Resolution No.4209).
LU D. The NEZ Incentives contains appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas
� Tax Code,as amended(the"Code").
LU
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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E. On April 15,2014,the Fort Worth City Council adopted Ordinance No.21204 (the
"Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No.13" City of
Fort Worth, Texas (the "Zone") and adopted Resolution No.4313 establishing "Designation of
the Berry/University Area as a Neighborhood Empowerment Zone"(the"NEZ").
F. Owner owns certain real property located entirely within the NEZ and that is more
particularly described in Exhibit "1", attached hereto and hereby made a part of this Agreement
for all purposes(the"Premises").
G. Owner or its assigns plans to construct the Required Improvements, as defined in
Section 1.1 of this Agreement, on the Premises to be used as an apartment complex (the
"Project").
H. On December 22,2013 Owner submitted an application for NEZ incentives and tax
abatement to the City concerning the contemplated use of the Premises (the "Application"),
attached hereto as Exhibit 112"and hereby made a part of this Agreement for all purposes.
L The contemplated use of the Premises, the Required Improvements, as defined in
Section 1.1,and the terms of this Agreement are consistent with encouraging development of the
Zone in accordance with the purposes for its creation and are in compliance with the Policy
Statement,the Resolution and other applicable laws,ordinances,rules and regulations.
J. The terms of this Agreement,and the Premises and Required Improvements,satisfy
the eligibility criteria of the NEZ Incentives.
K. Written notice that the City intends to enter into this Agreement,along with a copy
of this Agreement, has been famished in the manner prescribed by the Code to the presiding
officers of the governing bodies of each of the taxing units in which the Premises is located.
NOW, THEREFORE, the City and Owner, for and in consideration of the terms and
conditions set forth herein,do hereby contract,covenant and agree as follows:
1. OWNER'S COVENANTS.
1.1. Real Property Improvements.
Owner shall construct, or cause to be constructed, on and within the Premises
certain improvements consisting of a 310 unit multi-family apartment complex, (i)
consisting of thirteen three story apartment buildings with a mix of units and(ii)having a
construction cost upon completion of$33,685,000.00 including site development costs but
such construction costs shall be reduced by any construction cost saving(collectively, the
"Required Improvements").The type,number and details of the Required Improvements
are described in Exhibit 113". Tarrant Appraisal District must appraise the property
(improvements and land)within 10%of$33,685,000.00.Owner shall provide a copy of the
final construction invoices to City once the construction is complete; the construction
invoices shall be a part of this Agreement and shall be labeled Exhibit "4". Minor
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A
variations, and more substantial variations if approved in writing by both of the parties to
this Agreement, in the Required Improvements from the description provided in the
Application for Tax Abatement shall not constitute an Event of Default, as defined in
Section 4.1,provided that the conditions in the first sentence of this Section 1.1 are met and
the Required Improvements are used for the purposes and in the manner described in
Exhibit "4". For purposes of this Agreement, "Construction Costs" shall mean site
development costs; hard construction costs; contractor fees; the costs of supplies and
materials; engineering fees; architectural fees; and other professional (including legal and
the costs associated with the financing of the Required Improvements), development and
permitting fees expended directly in connection with the Required Improvements. The
City recognizes that Owner will request bids and proposals from various contractors in
order to obtain the lowest reasonable price for the cost of the Required Improvements. In
the event that bids and proposals for the Required Improvements are below$33,685,000.00
in Construction Costs for work substantially the same as that provided in Exhibit"4"and
otherwise described in this Agreement,the City will meet with Owner to negotiate in good
faith an amendment to this Agreement so that Owner is not in default for its failure to
expend at least $33,685,000.00 in Construction Costs, with the understanding that the
City's staff will recommend, but cannot guarantee, approval of such amendment by the
City Council. The final site plan shall be in substantially the same form as the preliminary
site plan. Minor variations, and more substantial variations if approved in writing by both
parties to this Agreement, in the Required Improvements from the description provided in
the Application for Tax Abatement shall not constitute an Event of Default, as defined in
Section 4.1,provided that the conditions in the first sentence of this Section 1.1 are met and
the Required Improvements are used for the purposes and in the manner described in
Exhibit"411
.
1.2. Completion Date of Required Improvements.
Owner certifies that the Required Improvements will be completed within thirty-
six (36) months from the date of Council approval. The abatement will automatically
terminate two years after Council approval of the tax abatement if a building permit has not
been pulled and a foundation has not been poured, unless delayed because of force
majeure, in which case the two years shall be extended by the number of days comprising
the specific force majeure. For purposes of this Agreement, force majeure shall mean an
event beyond Owner's reasonable control,including,without limitation,acts of God, fires,
strikes,national disasters,wars,riots and material or labor restrictions,but shall not include
construction delays caused due to purely financial matters, such as, without limitation,
delays in the obtaining of adequate financing.
13. Use of Premises.
Owner covenants that the Required Improvements shall be constructed and the
Premises shall be used in accordance with the description of the Project set forth in the
Exhibit "4". In addition, Owner covenants that throughout the Tenn, the Required
Improvements shall be operated and maintained for the purposes set forth in this
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Agreement and in a manner that is consistent with the general purposes of encouraging
development or redevelopment of the Zone.
1.4. Property Maintenance.
Owner covenant to ensure high quality management and maintenance of the
Premises for the duration of the abatement, that each building in the development is
suitable for occupancy, taking into account local health, safety, and building codes, and
that Owner will comply with all building codes requirements imposed by the state or
local government unit responsible for making building code inspections. If a violation
report or notice is issued by the governmental unit,the Owner must provide to City either
a statement summarizing the violation report or notice or a copy of the violation report or
notice, and in addition, the Owner must state whether the violation has been corrected.
Failure to maintain property as described above will constitute an Event of Default and
Tax Abatement will be terminated.
2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS.
Subject to and in accordance with this Agreement, the City hereby grants to Owner a real
property tax abatement on the Premises, the Required Improvements, as specifically provided in
this Section 2("Abatement").
2.1. Amount of Abatement.
The actual amount of the Abatement granted under this Agreement shall be based
upon the increase in value of the Premises, the Required Improvements, over their values
on February, 2014, the year in which this Agreement was entered into, and certain
guidelines set forth in this Section 2.
The Abatement shall be one hundred percent (100•x`0) of the increase in value of the
Premises due to construction of the Required Improvements and shall not apply to taxes
on the land,nor shall the abatement apply to mineral interests.
2.1.1. Abatement Based on Construction Expenses, 10% Affordable
Housing Units.
Owner shall receive a 100 percent (%) Abatement for 5 years on the
improvement value, not including the value of the land, if Owner meets all of the
following requirements;
2.1.2.1 Spends at least $33,685,000.00 on construction costs of the
Required Improvements (including, but not limited to, site development costs)
and;
2.1.2.2 Set aside ten percent (10%) of the total units or thirty-one (31)
units, consisting of twenty-four (24) one bedrooms and seven (7) two bedrooms
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for families with income at or below 80% of Area Family Median Income
(AMFI) adjusted annually by the Housing and Urban Development Department
(HUD) and the rent for the thirty-one (31) units does not exceed thirty percent
(30%) of the families' total monthly income. In addition six (6) of the units shall
be compliant with the Americans with Disability Act(ADA) and fully accessible
and two (2) of the units shall be fully accessible to persons with sensory
impairments. In no event shall Owner unreasonably deny an 80% of AMFI
tenant's application. In the event that the set aside units fall below the 10% set
aside, Owner shall make its best effort to bring the 10% set aside back into
compliance within the time specified in section 4 or it shall be in default.
Determination of compliance with the thirty-one (3 1) units set aside for
families with income at or below 80% of median income requirements of this
Section 2.1.2 shall be based on Ownees occupancy data on August 1 of each year
during the Compliance Auditing Term,as defined in Section 2.5.
The maximum percentage of Abatement available to Owner under this
Section 2.1. is 100 percent (100%). Owner shall not be eligible for any of the
Abatement under this Section 2.1. unless Owner meets all the requirements set
forth in all four subsections in the paragraphs above. In addition, if the total
construction costs of the Required Improvements are less than as provided in
Section 1.1 of this Agreement,Owner will be ineligible to receive the Abatement
under this Section 2.1.2.1, but an Event of Default, as defined and addressed in
Section 4,shall also occur.
23. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this Agreement,
Owner's Abatement in any given year shall be based on the increase in value of the
Premises, including the Required Improvements but excluding value attributed to the land,
up to a maximum of $42,106,250.00. In other words, by way of example only, if the
increase in value of the Premises,including the Required Improvements, in a given year is
$43,000,000.00 Owner's Abatement for that tax year shall be capped and calculated as if
the increase in value of the Premises for that year had only been$42,106,250.00.
2.4. Protests Over Anaraisals or Assessments.
Owner shall have the right to protest and contest any or all appraisals or
assessments of the Premises and/or improvements thereon.
2.5. Terms.
January 1 of the year following the year in which a final certificate of occupancy is
issued for the Required Improvements will constitute the start of auditing for compliance of
this Agreement("Compliance Auditing Term"). Taxes will not be abated during the first
year of the Compliance Auditing Term. The term of the Abatement benefit (the"Term")
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shall begin on January 1 of the year following the year that the Compliance Auditing Term
begins(the"Abatement Beginning Date"). Unless sooner terminated as herein provided,
the Term and the Compliance Auditing Term shall end on the December 31st immediately
preceding their respective fifth (5th) anniversaries. Information for the last Compliance
Auditing Term shall be submitted as indicated in Section 3.3.
2.6. Abatement Application Fee.
The City acknowledges receipt from Owner of the required Abatement application
fee of one percent(.5%)of Project's estimated cost,not to exceed$2,000. The application
fee shall not be credited or refunded to any party for any reason.
3. RECORDS,AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Premises.
Between the execution date of this Agreement and the last day of the Term, at any
time during normal office hours throughout the Tena and the year following the Term and
following reasonable notice to Owner,the City shall have and Owner shall provide access
to the Premises in order for the City to inspect the Premises and evaluate the Required
Improvements to ensure compliance with the terms and conditions of this Agreement.
Owner shall cooperate fully with the City during any such inspection and/or evaluation.
3.2. Audits.
The City shall have the right to audit the fmancial and business records of Owner
that relate to the Project and Abatement terms and conditions(collectively,the"Records")
at any time during the Compliance Auditing Term in order to determine compliance with
this Agreement. Owner shall make all Records available to the City on the Premises or at
another location in the City following reasonable advance notice by the City and shall
otherwise cooperate fully with the City during any audit.
33. Provision of Information.
On or before February l following the end every year during the Compliance
Auditing Term, Owner shall provide information and documentation for the previous year
that addresses Owner's compliance with each of the terms and conditions of this
Agreement for that calendar year. This information shall include,but not be limited to,the
following:
33.1. The number and dollar amounts of all construction contracts and
subcontracts awarded on the Project.
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3.3.2. The number of units occupied by families with income at or below 80%of
(AMFI)and the rents for those units.
Owner shall supply any additional information requested by the City in its
evaluation of Owner's compliance with each of the terns and conditions of this
Agreement. Failure to provide aU information required by this Section 3.3 shall
constitute an Event of Default, as defined in Section 4 L
3.4. Determination of Compliance.
On or before August 1 of each year during the Compliance Auditing Tenn,the City
shall make a decision and rule on the actual annual percentage of Abatement available to
Owner for the following year of the Term and shall notify Owner of such decision and
ruling. The actual percentage of the Abatement granted for a given year of the Tern is
therefore based upon Owner's compliance with the terms and conditions of this Agreement
during the previous year of the Compliance Auditing Term.
4. EVENTS OF DEFAULT.
4.1. Defined.
Owner shall be in default of this Agreement if(i)any of the covenants set forth in
Section 1 and 2 of this Agreement are not met; or(ii) ad valorem real property taxes with
respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible
personal property located on the Premises, become delinquent and Owner does not timely
and properly follow the legal procedures for protest and/or contest of any such ad valorem
real property or tangible personal property taxes; or (iii) subject to Section 2.1 of this
Agreement, Owner breaches any of the other terms or conditions of this Agreement
(collectively,each an"Event of Default").
4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred,
the City shall provide a written notice to Owner that describes the nature of the Event of
Default.Owner shall have ninety(90)calendar days from the date of receipt of this written
notice to fully cure or have cured the Event of Default. If Owner reasonably believes that
Owner will require additional time to cure the Event of Default, Owner shall promptly
notify the City in writing, in which case (i) after advising the City Council in an open
meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180)
calendar days from the original date of receipt of the written notice, or (ii) if Owner
reasonably believes that Owner will require more than one hundred eighty (180) days to
cure the Event of Default, after advising the City Council in an open meeting of Owner's
efforts and intent to cure, such additional time, if any, as may be offered by the City
Council in its sole discretion.
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43. Termination for Event of Default and Payment of Liquidated Damages.
If an Event of Default has not been cured within the time frame specifically allowed
under Section 4.2, the City shall have the right to terminate this Agreement immediately.
Owner acknowledges and agrees that an uncured Event of Default will (i)harm the City's
economic development and redevelopment efforts on the Premises and in the vicinity of the
Premises; (ii) require unplanned and expensive additional administrative oversight and
involvement by the City; and (ii) otherwise harm the City, and Owner agrees that the
amounts of actual damages therefrom are speculative in nature and will be difficult or
impossible to ascertain. Therefore, upon termination of this Agreement for any Event of
Default, Owner shall pay the City, as liquidated damages all taxes that were abated in
accordance with this Agreement for each year when an Event of Default existed and which
otherwise would have been paid to the City in the absence of this Agreement. The City and
Owner agree that this amount is a reasonable approximation of actual damages that the City
will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to
provide the City with compensation for actual damages and is not a penalty. This amount
may be recovered by the City through adjustments made to Owner's ad valorem property
tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise,
this amount shall be due, owing and paid to the City within sixty (60)days following the
effective date of termination of this Agreement. In the event that all or any portion of this
amount is not paid to the City within sixty (60) days following the effective date of
termination of this Agreement, Owner shall also be liable for all penalties and interest on
any outstanding amount at the statutory rate for delinquent taxes, as determined by the
Code at the time of the payment of such penalties and interest(currently, Section 33.01 of
the Code).
4.4. Termination at Will.
If the City and Owner mutually determine that the development or use of the
Premises or the anticipated Required Improvements are no longer appropriate or feasible,
or that a higher or better use is preferable, the City and Owner may terminate this
Agreement in a written format that is signed by both parties. In this event, (i) if the Term
has commenced, the Term shall expire as of the effective date of the termination of this
Agreement;(ii)there shall be no recapture of any taxes previously abated;and ('iii)neither
party shall have any further rights or obligations hereunder.
4.5 Sexually Oriented Business& Liquor Stores or Package Stores.
a. Owner understands and agrees the City has the right to terminate this
agreement, without cause, if the Project contains or will contain a sexually oriented
business.
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b. Owner understands and agrees that the City has the right to terminate this
agreement, without cause, as determined in City's sole discretion if the Project contains
or will contain a liquor store or package store.
5. INDEMNIFICATION.
Owner understands and agrees that the City is not sponsoring the Project or creating any
kind of partnership or joint venture with Owner with regard to the Project, including, but not
limited to,the construction of the Required Improvements. It is expressly understood and agreed
that Owner shall operate as an independent contractor as to all aspects of the Project, and not as
an agent or representative the City. OWNER, AT OWNER'S OWN EXPENSE, SHALL
INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE
INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND
AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OFANY KIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT(1) CAUSED BY THE NEGLIGENT OR WILLFUL ACTS) OR OMISSION(S) OF
OWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
AND/OR SUBCONTRACTORS, AND (ii) ARISING OUT OF, OCCASIONED BY OR
RELATED TO THE PROJECT OR THE CONSTRUCTION OF THE REQUIRED
IMPROVEMENTS OR ANY OTHER PERFORMANCE OF THISAGREEMENT.
6. EFFECT OF SALE OF PREMISES.
Company may assign this Agreement and all or any portion of the benefits provided
hereunder to an Affiliate without the consent of the City, provided that (i) prior to or
contemporaneously with the effectiveness of such assignment, Company provides the City with
written notice of such assignment, which notice shall include the name of the Affiliate and a
contact name,address and telephone number,and(ii)the Affiliate agrees in writing to assume all
terms and conditions of Company under this Agreement. For purposes of this Agreement, an
"Affiliate" means all entities, incorporated or otherwise, under common control with Company,
controlled by Company or controlling Company.For purposes of this definition,"control"means
fifty percent(50%)or more of the ownership determined by either value or vote. Company may
not otherwise assign this Agreement or any of the benefits provided hereunder to another party
without the consent of the City Council, which consent shall not unreasonably be withheld or
delayed,provided that(i)the City Council finds that the proposed assignee is financially capable
of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in
writing to assume all terms and conditions of Company under this Agreement. Any attempted
assignment without the City Council's prior written consent shall constitute grounds for
termination of this Agreement and the Abatement granted hereunder following ten(10)calendar
days of receipt of written notice from the City to Owner.
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In no event shall the abatement term be extended in the event of a subsequent sale
or assignmuent.
7. NOTICES.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid,or by hand delivery:
City: Owner:
City of Fort Worth Park Ridge Multi-Family,L.P.
Attn:City Manager 2000 McKinney Avenue,Suite 1000
1000 Throckmorton Dallas,Texas 75201
Fort Worth,Texas 76102 Attn:Jeff Courtwright
and
Housing and Economic Development Department
Attn:Jay Chapa
1000 Throckmmotton
Fort Forth,Texas 76102
8. MISCELLANEOUS.
8.1. Bonds.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
8.2. Conflicts of Interest.
Neither the Premises nor any of the Required Improvements covered by this
Agreement are owned or leased by any member of the City Council, any member of the
City Plan or Zoning Commission or any member of the governing body of any taxing units
in the Zone.
8.3. Conflicts Between Documents.
In the event of any conflict between the City's zoning ordinances, or other City
ordinances or regulations,and this Agreement,such ordinances or regulations shall control.
Page 10 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
In the event of any conflict between the body of this Agreement and Exhibit"4",the body
of this Agreement shall control.
8.4. Future Application.
A portion or all of the Premises and/or Required Improvements may be eligible for
complete or partial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement shall not be construed as evidence that such exemptions do not
apply to the Premises and/or Required Improvements.
8.5. City Council Authorization.
This Agreement was authorized by the City Council through approval Mayor and
Council Communication No. C-26660 on February 4, 2014, which, among other things,
authorized the City Manager to execute this Agreement on behalf of the City.
8.6. Estoppel Certificate.
Any party hereto may request an estoppel certificate from another party hereto so
long as the certificate is requested in connection with a bona fide business purpose. The
certificate, which if requested will be addressed to the Owner, shall include, but not
necessarily be limited to, statements that this Agreement is in full force and effect without
default (or if an Event of Default exists, the nature of the Event of Default and curative
action taken and/or necessary to effect a cure),the remaining term of this Agreement, the
levels and remaining term of the Abatement in effect, and such other matters reasonably
requested by the party or parties to receive the certificates.
8.7. Owner Standinia.
Owner shall be deemed a proper and necessary party in any litigation questioning or
challenging the validity of this Agreement or any of the underlying laws, ordinances,
resolutions or City Council actions authorizing this Agreement and Owner shall be entitled
to intervene in any such litigation.
8.8. Venue and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
Texas and applicable ordinances,rules, regulations or policies of the City. Venue for any
action under this Agreement shall lie in the State District Court of Tarrant County, Texas.
This Agreement is performable in Tarrant County,Texas.
8.9. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
Page 11 of lb
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
8.10. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
8.11. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Owner, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
This Agreement shall not be amended unless executed in writing by both parties and
approved by the City Council. This Agreement may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
[SIGNATURES FOLLOW ON NEXT PAGE)
Page 12 of 16
NEZ Tax Abatement with Park Ridge Mufti-Family,L.P.
Approved by M&C C-26660,February 2,2014
CITY OF FORT WORTH:
By: <��GiYafo Fernando Costa
Costa
Assistant City Manager
PARK RIDGE MULTI-FAMILY LP,
a Texas Limited Partnership
By: LPC-PPC Park Ridge LP,
a Texas limited partnership,
its general partner
By: Lincoln Property Company No.2063
Limited Partnership,a Texas limited
Partnership, its general partner
By: Lincoln No.2063,Inc.,
a Texas corporation,
its general partner .
Name:
Ulm Title: ��
By: PPC-Park Ridge G.P. Inc.,
a Texas corporati ,
its general p e
By:
Name: �� � F� K�� �'f �{
Title:
Page 13 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
ATTEST: Q� ®(^�T
OOOp
V80100 ,
0 ® .
O
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By: 0 $
City Secr $oo
�X
APPROVED AS TO FORM AND LEGALI
n `
By: Q Xan /r� -
Melinda Ramos
Sr.Assistant City Attorney
M&C: C-26660
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 resolution 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 z6tay of
r'Cj, , 2015.
Notary Purc in or
the State of jexas
Notary's Printed N e
ER:.
TRIKINYA 1. JOHNSON
Notory Pubric,Stote of lexos
My commission Expires
April 17, 2018
Page 14 of 16 OFFICIAL RECORD
NEZ Tax Abatement with Park Ridge Multi-Family,L.P. CITY SECRETARY
Approved by M&C C-26660,February 2,2014 F'P'S WORTH,TX
STATE OF TEXAS §
COUNTY OF TMOAIVT �5
BEFORE ME, the undersigned authority, on this day personally appeared Jeff Courtwright, Vice
President of Park Ridge Multi-Family, L.P., a Texas 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 Park Ridge Multi-Family,L.P..
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �' j qday of
2015.
Notary Public and for
the State of Texas �11ul�np�nlannutn�nnuunlaunulmuulumm�n�awutnn�
ALYSE GRAYSON
Cw"Wslon Expires
208 0Z
Notary's Efrinted Name Octobef t o,
WE
�Inun+uuuauunnulnumllu�nulumnuunwa�nuntn+nnunnnl�
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared J. Blake Pogue,
President of PPC-Park Ridge Inc., a Texas corporation,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 PPC-Park Ridge GP,Inc.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this =day of
1 cat 12015.
-1 j dln�LLIO_
Notary Public in*d
the State of Tex +'^' L SALLY RUSH
MY COMMISSION EXPIRES
f'1 elf t 'I"S �•�. Apftl 17,2016
Notary's Printed Name
Page 15 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
Exhibit 1: Property Description
Exhibit 2: Application: (NEZ)Incentives and Tax Abatement
Exhibit 3: Project description including kind, number, and details of the proposed
improvements.
Exhibit 4: Final Construction Invoices
Page 16 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
Exhibit 1
Property Description
2521 Frazier Avenue; Lot 2R, Block 1, Park Ridge IV Addition to the City of Fort
Worth, Tarrant County, Texas,according to the Plat filed in Cabinet A, Slide 11283,
being a replat of Lots 1, 2, and 3,Block 1,Park Ridge IV Addition to the City of Fort
Worth, Cabinet A, Slide 11283, Plat Records, Tarrant County, Texas, situated in the M.J.
Arocha Survey,Abstract No 2, Tarrant County, Texas.
Exhibit 2
"R0 Application No.
CITY OF FORT WORTH
NEIGHBORHOOD EMPOWERMENT ZONE (NEZ)PROGRAM
PROJECT CERTIFICATION APPLICATION
L APPLICATION CHECK LIST - Please submit the following documentation:
(� A completed application form
A list of all properties owned by the applicant,owner,developer,associates,principals,partners,and agents
in the Citv Fort Worth
❑ Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the
application fee is$25.00.For multifamily,commercial,industrial,commercial facilities,and mixed-use tax
abatement applications:0.5%of the total Capital Investment of the project,with a$200.00 minimum and
not to exceed$2,000.00;For residential tax abatement applications:$100.00 per house.
Proof of ownership,such as a warranty deed,affidavit of heirship,or a probated will OR evidence of site
control,such as option to buy(A registered warranty deed is required for tax abatement application.)
❑ Title abstract of the property(only if applying for release of City liens)
A reduced I]x17 floor plan,site plan,and site elevation with
a written detailed project description that includes a construction time line
A detailed line item budget showing the cost breakdown for the project
❑ Copy of Incorporation Papers noting all principals,partners,and agents if applicable
Required-Meet with the Councilmember and Neighborhood&other Organizations representing the NEZ
as outlined in the Public Notice requirement of the NEZ Policy and Guidelines revised April 6,2004 or
followed guidelines of NEZ Strategic Plan if a Stmtegic Plan is in place for the specific NEZ.
❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development
Corporation(For projects located in Woodhaven NEZ only)
INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED
DOCUMENTS SHOWN IN THE ABOVE CHECKLIST ARE SUBMITTED WITHIN 3D DAYS AFTER THE
APPLICATION IS RECEIVED.
YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR
PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY. IT TAKES 60 TO 90
BUSINESS DAYS TO COMPLETE THE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER THE
ISSUANCE OF NEZ CERTIFICATION DEPENDING ON THE COMPLEXITY OF YOUR PROJECT. ALL
BUILDING PERMITS MUST BE PULLED WITHIN THE 12 MONTH PERIOD THAT CERTIFICATION WAS
APPROVED,OR WITHIN THE 12 MONTH PERIOD THAT THE TAX ABATEMENT WAS APPROVED,OR YOU
WILL BE REQUIRED TO RE-APPLY FOR NEZ INCENTIVES.
II. APPLICANT/AGENT INFORMATION
1. Applicant: (�,Q,,,�1�.?!UaLA• �2. Contact Person:
3. Address: ` "C
Street City State Zip
4. Phone no.: 2I4fr71e_3535 5. Fax No.: z1y. 7Y0. 3SIV _
6. Email: ���C •
.�s . e±l.ar.....
7. Agent(if any) Jim Paton
S. Address: Lincoln Property Company 2000 McKinney Ave. Dallas, Texas 75201
Street City State Zip
4. Phone no.: 214-740-3474 10. Fax No.: 214-740-3595
11. Email: jpatonelpsi.com
Revised July 22,2010
I
FORT WORTH Application No.
PROJECT ELIGIBILITY
1. Please list down the addresses and legal descriptions of the project and other properties your
organization owns in Fort Worth. Attach metes and bounds description if no address or legal
description is available. Attach a map showing the location of the project.
Table 1 Property Own hip
Address Zip Code
Project Location Subdivision Name Lot No. Block No.
2-R 1
Other properties owned in the City of Fort Worth -continue on a separate sheet and attach if necessary.
2. For each property listed in Table 1,please check the boxes below to indicate if:
• there are taxes past due;or
• there are City liens;or
• You (meaning the applicant, developer, associates, agents, principals) have been subject to a Building
Standards Commission's Order of Demolition where the property was demolished within the last five
years.
Table 2 Property Taxes and City Liens
Property City Liens on Property
Address Taxes Weed Board-up/Open Demolition Paving Order of
Due Liens Stacture Liens Liens Liens Demolition
0 Li
❑ El ❑
FF] El
F-1 El
(Please attach additional sheets of paper as needed)
If there are taxes due of liens against any property in the City of Fort Worth you may not be eligible
for NEZ incentives
Revised July 22,2010 2
FORT WORTH Application No.
3. Do you own other properties ander other names? Yes❑No
If Yes,please specify .SA& AA .
4. Does the proposed project conform with City of bort Worth Zoning? Yes ❑No
If no,what steps are being taken to insure compliance?
5. 1Project ❑ ❑ ❑ ❑ ❑ ❑
Type: Singh Family Muni-Family Commercial Industrial Community Facilities Mixed-Use
❑0.Oce.&d
Ream P.P M
6. Please describe the proposed residential or commercial project:N.a.A} 4se.;a��.• ,�
tv
7. lryour project is a commercial,industrial,or mixed-use project,please describe the types of
businesses that are being proposed:_ LJ/A
S. In this a new construction or rehab project? P New Construction ❑Rehab
9. How much is the total development cost of your project? 1133.tog
10. Will the eligible rehabilitation work* equal to at least 30%of the Tarrant Appraisal District(TAD)
assessed value of the structure during the year rehabilitation occurs? ❑Yes ❑No
*Eligible rehabilitation includes only physical improvements to real property. It does NOT include:
Front yard fencing consisting of chain-link or solid material construction;personal property such as furniture,
appliances,equipment,and/or supplies.Total eligible rehabilitation costs shall equal to or exceed 30%of the
TAD appraised value of the structure during the year rehabilitation occurs.
11.How much is the total square footage of your projec#? O7�•'rftr�e I'..r.•.� square feet
'If applying for a tai abatement please answer questions 12—16.If not skip to part AI Iacentive_a
12.For a single-family homeownership,mixed-use, or multi-family development nroiect, please fill out
the number of residential units based an income range of owners or renters in the following table.
Table 3 Number of Residential Units and Income Range of Owners or Renters
Number of Units Percentage
Income Range
>80%of AMFI**
At or below 80%of AMFI lea
Total Units AID110
**AMFL•Arca Median Femily Income. Please sex attachment for income and housing payment guidelines.
13.Fora multifamily project to be qualified for tax abatement, at least 20% of total units shall be
affordable to families at or below 80%of AMFI. Check the box if you are requesting a waiver of this
requirement.
14.For a commercial, industrial ol:,cammuA ty facilities proiect, indicate square footage of non-
residential apace.
Commercial Industrial Community Facilities
square feet square feet square feet
Revised July 22,2010 3
QRT WORTH Application No.
15. How much will be your Capital Investment*** on the project?Please use the following table to provide
the details and amount of your Capital Investment(Attached additional sheets if necessary).
Table 4 Itemized Budget of the Project
Items Amount Notes
Total
***Capital Investment includes only real property improvements such as new facilities and structures,site improvements,facility
expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing i
improvements,or personal property(such as machinery,equipment,and/or supplies or inventory). 1
16. For a commercial.industrial,community facilitvor mixed-use oroiect,how many employees will the
Project generate? -5
17. Ear a rrrixcd-use project,please indicate the percentage of all uses In the project in the following table.
Table 5 Percentage of Uses in a Mixed-Use Project
Type Square Footage Percentage
Residential
Office
Eatinit
Entertainment
Retail sales
Service
Total
M. INCENTIVES - What Incentives are you applying for?
Municipal Proverty Tax Abatements
Must provide Final Plat Cabinet and Slide for Tax Abatement Cabinet Slide
5 years ❑More than 5 years
Residential owner occupied ❑Residential Rental PropertyApartments(5 plus units) ❑Commercial
YV
Development Fee Waivers
PAll building permit related fees(including Plans Review and Inspections)
❑ Plat application fee(including concept plan,preliminary plat,final pint,short form replat)
❑ Zoning application fee ❑ Board of Adjustment application fee
❑ Demolition fee ❑ Structure moving fee
(� Community Facilities Agreement(CFA)application fee j
Street and utility easement vacation application fee
Impact Fee Waivers -The maximum water/wastewater impact fee waiver amount for a commercial,industrial,mixed-
use,or community facility development project is equivalent to the water/waste
�water Impact fee of two 64nch meters
Water (Muter Size '1 �, _) (No.of meters -'�v� ❑Transportation
Release of City Liens
❑ Weed liens ❑Paving liens ❑Board uplopen structure liens ❑Demolition liens i
Revised luny 22,2010 4
FORT WORTH
Application No.
M. ACKNOWLEDGMENTS
I hereby certify that the information provided is true and accurate to the best of my knowledge. I hereby
acknowledge that I have received a copy of NEZ Basic Incentives,which governs the granting of tax abatements,fee
waivers and release of City liens, and that any VIOLATION of the terms of the NEZ Basic Incentives or
MISREPRESENTATION shall constitute grounds for rejection of an application or termination of incentives at the
discretion of the City.
I understand that the approval of fee waivers and other incentives shall not be deemed to be approval of any aspect of
the project. I understand that I am responsible in obtaining required permits and inspections firom the City and in
ensuring the project is located in the correct zoning district
I understand that my application will not be processed if it is incomplete. I agree to provide any additional
information for determining eligibility as requested by the City.
��►' CO lL
NTENAME)
(PRID OR TYPED N ) ORIZED SIGNATURE) (DATE)
f
Please mail or&x your application to:
City of Fort Worth Planning and Development Department
1000 Throckmorton Street,Fort Worth,Te=as 76102
Tel: (817)392-2222 Fax:(817)392-8116
Electronic version of this form is available on our website. For more information on the NEZ Program,please visit
our web site at www.fortworthgoy.org/planaingauddevelopment
For Office Use Qnly
Application No. VA- In which NEZ? N Council District
Application Comp)ted Date(Received Date): Conform with Zoning? Yes ❑No
Type? ❑SF Multifamily ❑Commercial ❑ dustrial ❑Community facilities ❑Mixed-Use
Construction completion date? ❑Before I Z After NEZ Ownership/Site Control ❑Yes❑No
TAD Account No. Consistent with the NEZ plan? Yes ❑No
Meet affordability test? Yes ❑No Minimum Capital Investment? E I Yes ❑No
Rehab at or higher than 3W6? Yes ❑No Meet mixed-use definition? E I Yes ❑No
Tax current on this property? Yes ❑No Tax current on other properties? Yes No
City liens on this property? City liens on other properties?
• Weed liens ❑Yes No • Weed liens ❑Yes No
• Board-up/open structure liens ❑Yes No • Board-up/open structure liens ❑Yes No
• Demolition liens ❑Yes No • Demolition liens ❑Yes No
• Paving liens ❑Yes No • Paving liens ❑Yes No
• Order of tion ❑Ys
s • Order of demolition El Yes N
Certified? Yes ❑No Certified by Date certification issued?
If not certified,reason 0,
Referred to: ❑Economic Development 01-lousing ❑Development ❑Water []Code ❑TPW
Revised July 22,2010 5
Exhibit 3
Proiect Description
Three hundred and ten (3 10) unit apartment complex:
Thirteen three-story apartment buildings containing a mix of the following units:
67 One bedroom (676 s.f) 11Two bedroom {1,160 s.f.}
34 One bedroom (766 s.f.) 4 Two bedroom {1,109 s.f.}
25 One bedroom (747 s.f.) 4 Two bedroom {1,165 s.f.}
5 One bedroom (771s.f.) 7 Two bedroom (1,137 s.f.)
10 One bedroom (787 s.f.) 4 Two bedroom (1,123 s.f.)
17 One bedroom (860 s.f) 10 Two bedroom (1,190 s.f.)
17 One bedroom (840 s.f.) 1Two bedroom {1,209 s.f.}
12 One bedroom (874 s.f.) 9 Two bedroom (1,215 s.f.}
5 One bedroom (872 s.f) 9 Two bedroom {1,174 s.f.}
4 One bedroom (900 s.f.) 6 Two bedroom (1,215 s.f.)
2 One bedroom (850 s.f.) 2 Two bedroom {1,204 s.f.}
18 Two bedroom (1,068 s.f.) 9 Two bedroom {1,382 s.f.}
18 Two bedroom (1,022 s.f.)
Features
Nine foot ceilings
Crown molding
Granite countertops
Glass the backsplash in the kitchen
Faux wood floors throughout the living area in first floor units
Stainless steel and black appliance
package
Full size washer and dryer connections
Exterior: masonry and cement siding
Resort style pool
Lush landscaping
Fitness center
633 total parking spaces: 143 direct access garages,45 in-direct access
garages,321 surface parking spaces,and 124 tandem parking spaces
Exhibit 4
Final Construction Invoices
Will be provided to City after construction is complete and final Certificate of
Occupancy is issued.
M&C Review
CITY CCKIIIQL AGENDA F0-- 1l
COUNCIL ACTION: Approved on 2/4/2014
DATE: 2/4/2014 REFERENCE C-26660 LOG NAME: 17BERKELEY PHASE
NO.: II
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Park Ridge Multi-
Family L.P.,for Phase 11 of the Berkeley Apartments Located at 2521 Frazier Avenue in
the Berry/University Neighborhood Empowerment Zone (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize a fire-year Tax Abatement Agreement for the
Construction of a Multi-Family Development located at 2521 Frazier Avenue in the Berry/University
Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone
Tax Abatement Policy and Basic Incentives with a reduction of the set aside of units for persons
with incomes at or below 80 percent of the Area Median Income from 20 percent to 10 percent
with Park Ridge Multi-Family L.P.
DISCUSSION:
In 2006, Lincoln Properties d/b/a Park Ridge Multi-Family L.P., submitted an application for
Neighborhood Empowerment Zone (NEZ) Incentives, including a tax abatement for the Berkeley
Apartments located at 2001 Park Hill Drive (Project). The Project was for the phased development
of 716 units,406 units in Phase I and 310 units in Phase 11 with a total investment of$78 million.
As part of the NEZ application for Phase I, the developer requested a five-year tax abatement with
a reduction of the set aside of units for persons with incomes at or below 80 percent of the Area
Median Income (AMI)from 20 percent, as required in the NEZ Policy, to 10 percent due to the
cost of demolition of the former apartment complex, associated environmental remediation and
infrastructure improvements for the entire site. City Council approved the tax abatement with the
reduction on July 18, 2006 (M&C C-21576) and Phase I began construction soon after.
Phase II was originally scheduled for construction in 2010 but was delayed due to economic
conditions. The developer has now submitted an application for NEZ incentives for Phase 11 of the
Berkeley Apartments, including tax abatement with the same request for 10 percent of the units
set aside at or below 80 percent of AMI because of the high development costs listed above. The
Property Owner plans to invest an estimated amount of$33,685,000.00 to construct a 310 Unit
Apartment Complex (Project). The Project will be located at 2521 Frazier Avenue described as
Block 1, Lot 2R, Park Ridge Addition, an Addition to the City of Fort Worth, Tarrant County,Texas
according to the plat recorded under Instrument No. D209089550 of the Real Property Records of
Tarrant County, in the Berry/University NEZ. The proposed elevation and map location are
attached as Exhibit A.
The Housing and Economic Development Department reviewed the application and certified that
the Project met the eligibility criteria to receive a Municipal Property Tax Abatement and
recommends approval with the reduction in the set aside units.
bttp://apps.chmeLorg/council_►ackedmc_mview.asp?IIk19447&counciWate=2/4/2014[02105/2014 9:38:58 AM]
M&C Review
Upon execution of the Agreement, 100 percent of the assessed value of the improvements used
for calculating municipal property tax will be frozen for a period of five-years starting January 2015
at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD), for the
property as follows:
Pre-Improvement TAD Value of Improvements I $ 0.00
I
Pre-Improvement Estimated Value of Land -1� $730.241.00
r Total Pre-Improvement Estimated Value i $730,241.00
The Municipal Property Tax Abatement on the improved value of the Project after construction is
estimated at $288,006.75 per year for a total amount of$1,440,033.75 over the five-year period.
However, this estimate may differ from the actual tax abatement value, which will be calculated
based on the Tarrant Appraisal District appraised value of the property.
In the event of a sale of this property, the Tax Abatement Agreement may be assigned to an
affiliate without the consent of the City Council or to a new owner with City Council approval, only
if the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and
Basic Incentives.
This property is located in COUNCIL DISTRICT 9, Mapsco 76U.
FISCAL INFORMATIQN/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Cynthia Garcia (8187)
Jesus Chapa (5804)
Additional Information Contact-, Sarah Odle (7316)
ATTACHMENTS
2521 Frazier Avenue Map,pdf
2.521 Frazier Elevation.pdf
http://apps.cfivnet.org/council_packet/mc review.asp?ID=19447&councildate=2/4/2014[02/05/2014 9:38:58 AM]
CITY SECRIErAW
CONTRACT N0.L �I
ASSIGNMENT AND CONSENT TO ASSIGNMENT
OF TAX ABATEMENT AGREEMENT y&50
This ASSIGNMENT AND CONSENT TO ASSIGNMENT OF TAX
ABATEMENT AGREEMENT ("Consent Agreement") is entered into by and
between CITY OF FORT WORTH ("CITY"), a home rule municipal corporation
organized under the laws of the State of Texas; Park Ridge Multi-Family LP
("Assignor"), a Texas limited partnership; and BERKELEY APARTMENTS PHASE
II LLC("Assignee"), a Delaware limited liability company, which is an Affiliate of the
Assignor.
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.4%5&?, (the "Abatement Agreement").
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 up to one hundred
percent (100%) of the real property taxes generated from the increase in the
taxable value of the improvements on the Land as more specifically provided in
the Abatement Agreement.
B. Assignor has transferred the Land to Assignee,which is an Affiliate of the
Assignor. Both Assignor and Assignee agreed to an assignment by Assignor of all of
Assignor's rights and interest in the Abatement Agreement to Assignee. Under Section 6
of the Abatement Agreement,Assignor may assign this Agreement and all or any portion
of the benefits provided hereunder to an Affiliate without the consent of the City,
provided that (i) prior to or contemporaneously with the effectiveness of such
assignment, Company provides the City with written notice of such assignment, which
notice shall include the name of the Affiliate and a contact name, address and telephone
number, and (ii) the Affiliate agrees in writing to assume all terms and conditions of
m Company under this Agreement. The City is willing to consent to the proposed
C") assignment solely in accordance with this Consent Agreement.
m
m NOW, THEREFORE, the Assignor and Assignees, for and in consideration of
CD the mutual promises, covenants and agreements contained herein,and for other good and
X valuable consideration, the receipt and adequacy of which are hereby acknowledged,
agree as follows:
N
_O
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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
2015 ("Effective Date"). The City's consents to such
assignn nt 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 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. Affiliate Assignee: BERKELEY APARTMENTS PHASE II LLC
Attn: Jeff Courtwright
2000 McKinney,Suite 1000
Dallas,TX 75201
214-740-3300(Phone)
6. 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:
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
J. yser,elty S ry
Date: 4r3y_lls � FART
0000000004�
O r OODO
APPROVED AS TO FORM AND LEGALITY: o�p
YA P
i V-1
$y: ),0000.
D'oo�oo
Melinda Ramos !1 xiA"S
Sr. Assistant City Attorney
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,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.
aIN UNDER MY HAND AND SEAL OF OFFICE this Okday of
201A'.5
Notary Pbblic d for ;a:::6 s, TRIKINYA L. JOHNSON
the State-of Texas =_ :y: Notary Pubic,state of Texas
l/ 3 MY commission Expires
rI �.MN,` April 17, 2018
Notary's Printe&Name
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
PARK RIDGE MULTI-FAMILY LP,
a Texas Limited Partnership
By: LPC-PPC Park Ridge LP,
a Texas limited partnership,
its general partner
By: Lincoln Property Company No. 2063
Limited Partnership, a Texas limited
Partnership, its general partner
By: Lincoln No. 2063, Inc.,
a Texas corporation,
its general partner
By: �__ _'�w (6
rakkf
Name: ls4t�"
Title: VI 0 r
By: PPC-Park Ridge G.P. Inc.,
a Texas co a io ,
its genera pa er
By:
Name. 'L�1
Title: ELI
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day persona appeared
, President of The Berkeley Apartments, LL , overning Body
of PPC-Park Ridge, GP, General Partner of PPC-Park Ridge C L.P., General Partner
of Park Ridge Multi-Family L.P., known to me to be the on whose name is subscribed
to the foregoing instrument, and acknowledged to at s/he executed the same for the
purposes and consideration therein expressed, i e capacity therein stated.
GIVEN UNDER MY ND AND SEAL OF OFFICE this
day of , 2015.
Notary Public in for
the State of
N ry's Printed Name
BERKELEY APARTMENTS PHASE II LLC,
a Delaware limited liability company,
By: LPC-PPC Park Ridge LP,
a Texas limited partnership,
its Managing Member
By: Lincoln Property Company No. 2063
Limited Partnership,
a Texas limited partnership,
its general partner
By: Lincoln No. 2063, Inc.,
a Texas corporation
its general partner
Rv• -4
Name:
Title:
STATE OF ", — §
')J4COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared Jeff
Courtwright, Vice President of PARK RIDGE MULTI-FAMILY LP., a Texas limited
partnership, 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.
GIV UNDER MY AND AN SEAL OF OFFICE this
day of ,2015.
Notary P lic ' a d fo
the State of ern
ALV
_ .MrCMIM11iNifR�1s _
Notary' ninted ame = O��ob�c,tOptOte
mu uuun�
STATE OF IWN5 §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared J. Blake
Pogue, President of PPC-Park Ridge G.P. Inc., a Texas limited partnership, 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
c day of 2015.
'Tilt
Notary Public; ii/anf r 7F,the State of SA!LY RUSH
'` MY COMMIS310N EXPIRES
Sa�� R u�s� ° y �. F Apr!17,20,8
Notary's Printed Name
STATE OF I L §
COUNTY OFCD S §
BEFORE ME, the undersigned authority, on this day personally appeared Jeff
Courtwright, Vice President of BERKELEY APARTMENTS PHASE II LLC, a
Delaware limited liability company, 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 l UNDER MYT D D SEAL OF OFFICE this
day of , 2015.
c�Wse UPOLA/1/��
Notary Public f Juuuuuuuuurlulru�ull,uwr,auanwr„rurrinnuunuuunuuuuuw�
the State of ALYSE GRA�YSON
whr Cont W&W E*ns
WOW 10.201 e �
Notary's rinted Name wlrndn�Inwutr�uotr�sr+"ImwrlMltrnmlunwnrimxnrrupuuu�run+url
M&C Review
FORT NrrORTlt
Croy5",NakA(iENDA t
COUNCIL ACTION: Approved on 2/4/2014
DATE: 2/4/2014 REFERENCE C-26660 LOG NAME: 17BERKELEY PHASE
NO.: 11
CODE: C TYPE: NOW PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Park Ridge Multi-
Family L.P.,for Phase II of the Berkeley Apartments Located at 2521 Frazier Avenue in
the Berry/University Neighborhood Empowerment Zone (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize a five-year Tax Abatement Agreement for the
Construction of a Mufti-Family Development located at 2521 Frazier Avenue in the Berry/University
Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone
Tax Abatement Policy and Basic Incentives with a reduction of the set aside of units for persons
with incomes at or below 80 percent of the Area Median Income from 20 percent to 10 percent
with Park Ridge Multi-Family L.P.
DISCUSSION:
In 2006, Lincoln Properties d/b/a Park Ridge Multi-Family L.P., submitted an application for
Neighborhood Empowerment Zone (NEZ) Incentives, including a tax abatement for the Berkeley
Apartments located at 2001 Park Hill Drive (Project). The Project was for the phased development
of 716 units, 406 units in Phase I and 310 units in Phase II with a total investment of$78 million.
As part of the NEZ application for Phase 1, the developer requested a five-year tax abatement with
a reduction of the set aside of units for persons with incomes at or below 80 percent of the Area
Median Income (AMI)from 20 percent, as required in the NEZ Policy, to 10 percent due to the
cost of demolition of the former apartment complex, associated environmental remediation and
infrastructure improvements for the entire site. City Council approved the tax abatement with the
reduction on July 18, 2006 (MBC C-21576) and Phase I began construction soon after.
Phase II was originally scheduled for construction in 2010 but was delayed due to economic
conditions. The developer has now submitted an application for NEZ incentives for Phase II of the
Berkeley Apartments, including tax abatement with the same request for 10 percent of the units
set aside at or below 80 percent of AMI because of the high development costs listed above. The
Property Owner plans to invest an estimated amount of$33,685,000.00 to construct a*310 Unit
Apartment Complex (Project). The Project will be located at 2521 Frazier Avenue described as
Block 1, Lot 2R, Park Ridge Addition, an Addition to the City of Fort Worth, Tarrant County,Texas
according to the plat recorded under Instrument No. D209089550 of the Real Property Records of
Tarrant County, in the Berry/University NEZ. The proposed elevation and map location are
attached as Exhibit A.
The Housing and Economic Development Department reviewed the application and certified that
the Project met the eligibility criteria to receive a Municipal Property Tax Abatement and
recommends approval with the reduction in the set aside units.
http://apps.crwnet.orgfcouncil_pacleet(mc_review.asQ7IID=19447&councildete=?14/2014[0210512014 9:38:58 AM]
ti
M&C Review
Upon execution of the Agreement, 100 percent of the assessed value of the improvements used
for calculating municipal property tax will be frozen for a period of five-years starting January 2015
at the estimated pre-improvement value, as defined by the Tarrant Appraisal District(TAD), for the
property as follows:
Pre-Improvement TAD Value of Improvements I $ 0.00
Pre-Improvement Estimated Value of Land $730.241.00
Total Pre-Improvement Estimated Value $730,241.00
The Municipal Property Tax Abatement on the improved value of the Project after construction is
estimated at$288,006.75 per year for a total amount of$1,440,033.75 over the five-year period.
However, this estimate may differ from the actual tax abatement value, which will be calculated
based on the Tarrant Appraisal District appraised value of the property.
In the event of a sale of this property, the Tax Abatement Agreement may be assigned to an
affiliate without the consent of the City Council or to a new owner with City Council approval, only
if the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and
Basic Incentives.
This property is located in COUNCIL DISTRICT 9, Mapsco 76U.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Cynthia Garcia (8187)
Jesus Chapa (5804)
Additional Information Contact: Sarah Odle (7316)
ATTACHMENTS
2521 Frazier Avenue Map_pdf
2 521 Frazer Elevation ndf
http://apps.cAvnet.ore/council_packet/mc_review.asp?[D=19447&councildate=2/4/2014[02/05/2014 9:38:58 AM]
EXHIBIT C
FORM OF ASSIGNMENT AGREEMENT
[See attached]
Estoppel Certificate Berkeley Apartments Phase II,LLC and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest
Berkeley TIC III,LLC
ASSIGNMENT AND CONSENT TO ASSIGNMENT
OF TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 46559)
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; BERKELEY APARTMENTS PHASE II LLC
("Assignor"), a Delaware limited liability company; and CREST BERKELEY TIC I,
LLC, Delaware limited liability company, CREST BERKELEY TIC II, LLC, a
Delaware limited liability company, and CREST BERKELEY TIC III, LLC, a Texas
limited liability company (collectively"Assignee").
The following statements are true and correct and form the basis upon which the
parties have entered into this Amendment:
A. The City and Park Ridge Multi-Family LP ("Park Ridge") 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. 46559, (the "Abatement
Agreement"). Under the Abatement Agreement, Park Ridge agreed to construct a multi-
family complex containing rental apartment units(each an"Apartment")and certain other
improvements on real property owned by Park Ridge (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 up to one hundred percent(100%)of the real property taxes
generated from the increase in the taxable value of the improvements on the Land as more
specifically provided in the Abatement Agreement.
B. Park Ridge transferred the Land to Berkeley Apartments Phase II LLC
("Assignor"), which was an Affiliate of Park Ridge. Both Park Ridge and Assignor agreed
to the assignment by Park Ridge of all rights and interest in the Abatement Agreement to
Assignor. Under Section 6 of the Abatement Agreement, Assignor may assign this
Agreement and all or any portion of the benefits provided hereunder to an Affiliate without
the consent of the City, provided that (i) prior to or contemporaneously with the
effectiveness of such assignment, Company provides the City with written notice of such
assignment, which notice shall include the name of the Affiliate and a contact name,
address and telephone number, and (ii) the Affiliate agrees in writing to assume all terms
and conditions of Owner under this Agreement. Such Agreement is dated May 5, 2015,
CSC No. 46559-CAL
C. Assignor has sold the Land and all improvements thereon to Assignee. Both
Assignor and Assignee have requested that the City consent to an assignment by Assignor
of all of Assignor's rights and interest in the Abatement Agreement to Assignee. Under
Section 6 of the Abatement Agreement, Assignor is prohibited from assigning its rights
Page 1 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
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 terms and
conditions of the Agreement, and (ii) the proposed assignee agrees in writing to assume
terms and conditions 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 Assignee, 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 Assignee.
2. The City hereby consents to the assignment by Assignor to Assignee of all right,
title and interest granted to Owner by the Abatement Agreement, effective as of
, 2017 ("Effective Date"). The City's consent to such assignment is
expressly conditioned upon the promise and covenant by Assignee, and Assignee hereby
promises and covenants to the City, that as of the Effective Date Assignee 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 that may exist between Assignor and Assignee
as to such assignment or any other matter concerning the Abatement Agreement. This
Consent Agreement does not grant any right, privilege or use to Assignee 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 Assignee as to the assignment
described herein or any other matter concerning the Abatement Agreement,the Abatement
Agreement shall control as to the City.
4. Assignee understands and agrees 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. Assignee: Crest Berkeley TIC
Attn: Kevin K. Braun
1400 Civic Place, Suite 225
Southlake, Texas 76092
Phone #
6. Assignor shall indemnify and defend Assignee against and hold Assignee harmless
from all claims, demands, liabilities, losses, damages, costs and expenses, including,
without limitation, reasonable attorneys' fees and disbursements (collectively, "Claims"),
Page 2 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
EXECUTED as of the last date set forth below.
CITY OF FORT WORTH
By:
Fernando Costa
Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Melinda Ramos
Sr. Assistant City Attorney
M&C: C-28394
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, 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 day of
12017.
Notary Public in and for
the State of Texas
Notary's Printed Name
Page 4 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
ASSIGNOR:
BERKELEY APARTMENTS PHASE II LLC
a Delaware limited liability company
By: LPC MM Berkeley Phase II LLC,
a Texas limited liability company,
Managing Member
By: LPC Manager, Inc.,
a Delaware corporation,
its manager
By:
Name:
Title:
Date:
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
, of LPC Manager, Inc.,
manager of LPC MM Berkeley Phase II LLC, Managing Member of Berkeley Apartments
Phase II 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 2017.
Notary Public in and for
the State of
Notary's Printed Name
Page 5 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
ASSIGNEE:
CREST BERKELEY TIC I, LLC
a Delaware limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation,
its Manager
By:
Kevin K. Braun
Vice President
CREST BERKELEY TIC II, LLC
a Delaware limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation,
its Manager
By:
Kevin K. Braun
Vice President
CREST BERKELEY TIC III, LLC
a Texas limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation,
its Manager
By:
Kevin K. Braun
Vice President
Page 6 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Kevin K.
Braun, Vice President of Crest Berkeley TIC I,LLC,Crest Berkeley TIC II, LLC and Crest
Berkeley TIC III, 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 capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
day of ,2017.
Notary Public in and for
the State of Texas
Notary's Printed Name
Page 7 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
that are caused by any failure by Assignor to perform its obligations under the Abatement
Agreement before the date of this Assignment. Assignee shall indemnify and defend
against and hold Assignor harmless from all Claims that are caused by any failure by
Assignee to perform its obligations arising or accruing under the Abatement Agreement on
or after the date of this Assignment. The indemnifying party shall control the litigation,
including the selection of counsel, but it shall not have the authority to settle any claims
without the indemnified party's prior consent, unless the indemnified party would be fully
released from liability as part of such settlement.
7. Any capitalized terms not defined herein shall have the meanings assigned to them
in the Abatement Agreement.
[Signature pages immediately follow.]
Page 3 of 7
Assignment of Tax Abatement Contract CSC No.46559-CAI by Berkeley Apartments Phase II LLC to Crest Berkeley
TIC 1,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC
Approved by M&C C-28394,September 26,2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
iota
Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6f 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. 2017-256850
CREST BERKELEY TIC I LLC
SOUTHLAKE,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/05/2017
being filed.
City of Fort Worth Date Acknowl ge
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
46559
Tax Abatement Agreement
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
CREST OPPORTUNITY FUND X LP SOUTHLAKE,TX United States X
BRAUN,KEVIN WESTLAKE,TX United States X
NAIDU,RAJIV DALLAS,TX United States X
IRP-CREST GATES ASSOCIATES LP SOUTHLAKE,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Is
SUSAN TANDUKAR
Notary ID N 124984311
My Commission Expires
October 20.2020
Signa ure f authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Swom to and subscribed before me,by the said Q y-tn 'J L 4\-- this the day of
20__�-1 _,to certify which,witness my hand and seal of office.
—Ifs` L. t.1 t,E ��I .� Mia r tFf f,E�l i L(e
Signature of officer administering oath Printed name of officer administering oath Title of officer administerim oath
Forms provided by Texas Ethics Commission www.ethics.state.lx.us Version V1.0.3337
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2.3,5,and 6 if there are no interested parses. 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.
2017-256885
CREST BERKELEY TIC III LLC
SOUTHLAKE,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/05/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
46559
Tax Abatement Agreement
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
SOKI ASSETS LLC LITITZ,PA United States X
KEECHI VALLEY PARTNERS LP DALLAS,TX United States X
PRICE,JEFFREY DALLAS,TX United States X
BRAUN,KEVIN WESTLAKE,TX United States X
NAIDU,RAJIV DALLAS,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury.that the above disclosure is true and correcL
re
SUSAN TANDUKAR
Notary 1D is 12498431t
My Commission Expires
October 20.2020 Signa ur of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said G�✓1 t J�I LA t�-- this the "� = day of rri
20_L,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Tide of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
CERTIFICATE OF INTERESTED PARTIES
FORM ZZgJ
loll
Complete Nos.1.4 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. 2017-256874
CREST BERKELEY TIC II LLC
SOUTHLAKE,TX United States Date Filed:
2 Name of govemmental entity or state agency that is a party to the contract for which the form is 09!05!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 identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
46559
Tax Abatement Agreement
Nature of interest
4
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling intermediary
RTT FINANCIAL INC PLANO,TX United States X
INWAY ROSE POINTE INC SOUTHLAKE,TX United States X
INWAY ROSE POINTE ASSOCIATES LTD SOUTHLAKE,TX United States X
BRAUN,KEVIN WESTLAKE,TX United States X
NAIDU,RAJIV DALLAS,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,undern of r' that the above disclosure Is true and correct.
Pe �Y perjury,
SUSAN TANDUKAR
Notary ID#F 124984311
My Commission Expires
October 20,2020
Signaiuri&of authorized agent of contracting business entity
n „•.
AFFIX NOTARY STAMP f SEAL ABOVE
Swornio and subscribed before me,by the said .1}( r'1 r 3t1�+`�-f this the day of l: 4t5—
to certify which,witness my hand and seal of office.
Signature of officer administering oath Feinted Flame of officer aciministering oath Title of officer Almirusteting oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
M&C Re4w
Official
CITY COUNCIL AGENDA FORT II
COUNCIL ACTION: Approved on 9/26/2017
DATE: 9/26/2017 REFERENCE ,C-28394 LOG NAME: 19BERKELEYPHASEIIASSIGN
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 46559, a
Tax Abatement Agreement with Berkeley Apartments Phase II, LLC, to Crest Berkeley
TIC I, LLC, Crest Berkeley TIC ll, LLC and Crest Berkeley TIC III, 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. 46559, a Tax Abatement Agreement between the City and Berkeley
Apartments Phase Il, LLC, to Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC and Crest
Berkeley TIC III, LLC, in conjunction with the sale of the multi-family project located at 2521
Frazier Avenue in the Berry/University Neighborhood Empowerment Zone.
DISCUSSION:
On February 4, 2014, the City Council approved a five-year Tax Abatement Agreement
(Agreement) with Park Ridge Multi-Family L.P., assigned to affiliate, Berkeley Apartments, Phase
II (Company) related to the construction of a multi-family project with 310 residential units located
at 2521 Frazier Avenue in the Berry/University Neighborhood Empowerment Zone Mayor and
Council Communication (M&C C-26660), City Secretary Contract No. 46559 as amended by City
Secretary Contract No. 46559-CA1.
The Company now wishes to sell the development to Crest Berkeley TIC I, LLC, Crest Berkeley
TIC II, LLC, and Crest Berkeley TIC III, 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 project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material impact on City funds.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25151&councildate=9/26/2017[09/28/2017 8:38:52 PM]
M&C ReSiew
TO
Fund Department Account Project Program Activity Budgetl 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
2521 Frazier Avenue Map Rdf
FORM 1295-CREST BERKELEY TIC I LLC.pddf
FORM 1295-CREST BERKELEY TIC II LLC.pddf
FORM 1295-CREST BERKELEY TIC III LLC.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25151&councildate=9/26/2017[09/28/2017 8:38:52 PM]