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Home My WebLink AboutContract 44750-CA1 CITY SECRETARY CONTRACT NO. �H T50-CA I G\ CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ELAN WEST 7TH, L.P. (CITY SECRETARY CONTRACT NO. 44750) This CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT, (CITY SECRETARY CONTRACT NO. 44750) ("Consent"), is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas; ELAN WEST 7TH L.P., ("Assignor"), a Delaware limited partnership; and AM INT WEST 7TH OWNER, LLC, ("Assignee"), a Delaware limited liability company. The following introductory provisions are true and correct and form the basis of this Consent: A. As of August 27, 2013, the City and Assignor entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 44750 (the "Agreement"). Under the Agreement, Assignor (defined as "Developer" for purposes of the Agreement) agreed to develop property and construct certain improvements as more specifically set forth in the Agreement. In return, the City agreed to abate certain ad valorem taxes otherwise owed by Assignor as more specifically set forth in the Agreement. Section 12 of the Agreement specifically allows Assignor to assign the Agreement upon consent of the City Council. B. Assignor and Assignee have requested that the City consent to an assignment by Assignor of all its right, title and interest in the Agreement to Assignee. The City is willing to consent to an assignment of the Agreement to Assignee solely in accordance with this Consent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City, Assignor and Assignee agree as follows: 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Assignor by the Agreement, effective as of the date on which the City, Assignor and Assignee have all executed this Consent("Effective Date"). 2. The City consents to such assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to the City, that as of the Effective Date Assignee will comply with all duties and obligations of Assignor set forth in the Agreement first arising from and after the Effective Date. Page I of 4 LTWORTH, Consent to Assignment of CSC No. 44750(Tax Abatement Agreement) EC®I�E) by Elan West 7th,L.P.to AM INT West 7th Owner,LLC Ti4R1�TX 3. Assignee understands and agrees that no act or omission of Assignor, whether before or after the Effective Date, will serve to mitigate any Event of Default set forth in Section 8 of the Agreement or any failure to meet any or all of the commitments for construction spending as set forth in the Agreement, in each case only to the extent such Event of Default or failure to meet such commitments for construction spending obligations first arises after the Effective Date. 4. By executing this Consent, the City does not ratify or endorse any agreement or representation between Assignor and Assignee; grant Assignee any rights different from, additional to, or greater than those granted to Assignor under the Agreement; or consent to any amendments to the Agreement. 5. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in multiples as of the last date indicated below: CITY OF FORT WORTH: ATTEST: `�O R r"--, , A. By: By: S�s Alanis Mary J. s r Assistant City Manager City Secretary TEXAS 1 Date: APPROVED AS TO FORM AND LEGALITY: B n ,,l QvhcQ,,,��a Peter VakyVeAujOa RCnas Deputy City Attorney b5 -Asst M&C: VM� oa/ialig Form 1295: 2019-443169 ISignature Pages Continue.] Page 2 of 4 OFFICIAL RECORD Consent to Assignment of CSC No.44750(Tax Abatement Agreement) CITY SECRETARY by Elan West 7th,L.P.to AM INT West 7th Owner,LLC FT. WORTH, TX ASSIGNOR: ELAN WEST 7TH,L.P., a Delaware limited partnership, By: Elan West 7th General Partner GP,L.L.C.,a Delaware limited liability company, its General Partner By: GS West 7th Holdings,L.L.C.,a a Delaware limited liability company Its: Sole Member %% N CROS PU49 By,_ o �. • Name: Cliff Nash o Z h Title: Vice President . � /9jF tE�G,• � ••0.�30tib• � LSignature Pages Continue.] Page 3 of 4 Consent to Assignment of CSC No.44750(Tax Abatement Agreement) by Elan West 7th,L.P.to AM INT West 7th Owner,LLC r�- OFFICIAL RECORD CITY SECRETARY FT WORTH,TX ASSIGNEE: AM INT WEST 7TH OWNER,LLC, a Delaware limited liability company By: Mach II INT Investments,LLC, a Delaware limited liability company, its Sole Member By: INT Bee Cave Partners LP, a Texas limited partnership its Administrative Man r By: Name: L.Miguel Acre Title:President Page 4 of 4 Consent to Assignment of CSC No.44750(Tax Abatement Agreement) OFFICIAL RECORD) by Elan West 7th,L.P.to AM INT West 7th Owner,LLC CITY SECRETARY 4836-7565-3504v.4 FT. WORTH, TX 46194-88 2/8/2019 3/1/2019 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTWORTH_- COUNCIL ACTION: Approved on 2/12/2019 DATE: 2/12/2019 REFERENCE NO.: **C-29031 LOG NAME: 1717ED_ELANASSIGN CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Consent to Assignment of Tax Abatement Agreement,City Secretary Contract No.44750,by Elan West 7th, L.P.,to AM INT West 7TH Owner, LLC (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Consent to Assignment of a Tax Abatement Agreement(City Secretary Contract No.44750)between the City and Elan West 7th, L.P.to AM INT West 7TH Owner, LLC. DISCUSSION: Pursuant to M&C C-26348,approved by the City Council on July 16,2013,the City entered into a 10- year Tax Abatement Agreement(City Secretary Contract No.44750)with Elan West 7th,L.P. (Company)for the construction of a multi-family development at 2726 Mercedes Avenue,consisting of apartments and townhomes with at least 374 units and a parking garage with at least 498 spaces (Development). The Company now wishes to sell the Development to AM INT West 7TH Owner, LLC(Purchaser).As part of the sale,the Company has requested an assignment of the Tax Abatement Agreement to the Purchaser,so that the Purchaser may continue to receive the tax abatements for the remainder of the term of the Tax Abatement Agreement.Section 12 of the Agreement prohibits the Company from assigning,transferring or otherwise conveying any of its rights or obligations under the Tax Abatement Agreement to another party without the consent of the City Council. As a condition to the zoning approval for the Development,Company submitted a list of development standards to which it agreed to abide by including a promise to adopt First Flight Park.On December 8,2015(M&C C-27547)the City Council authorized the execution of a License Agreement(City Secretary Contract No.47367)with Company to construct improvements in First Flight Park and Linwood-Jesse D.Sandoval Park.As a condition of the License Agreement,Company was required to execute an Adopt-A-Park Agreement(City Secretary Contract No.47359)for maintenance of First Flight Park until September 30,2115.The Adopt-A-Park Agreement required Company to provide the City with a letter of credit in the amount of$500,000.00 to guarantee that the improvements in First Flight Park will be maintained if the Agreement is terminated. As part of the Development sold to Purchaser,the Company has requested to terminate the License Agreement and the Adopt-A-Park Agreement.The Company and Purchaser have agreed that the Purchaser will pay the City$500,000.00 in lieu of the City enforcing the letter of credit.City staff will administratively execute the termination agreements for the License Agreement and the Adopt-A- Park Agreement.The$500,000.00 early termination fee will be used for the continued maintenance of First Flight Park. The Company has constructed the required improvements,as set forth in the Tax Abatement Agreement and License Agreement,and the Purchaser will be required to meet all ongoing obligations of the Company for the Tax Abatement Agreement.The City will continue to receive the public benefits resulting from development of these projects. This project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this assignment will result in a termination of the discussed Adopt-A-Park agreement.The termination fee of$500,000.00 will be deposited into the Special Purpose Fund 25002. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfleld 2 FEI OM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I Year Chartfleld 2 Submitted for City Manager's Office by_ Susan Alanis(8180) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26780&councildate=2/12/2019 1/2 3/1/2019 M&C Review Originating Department Head: Robert Sturns(2663) Additional Information Contact: Tracy Williams(2627) ATTACHMENTS Form 1295 44750.pdf hftp://apps.cfwnet.org/council_packet/mc_review.asp?ID=26780&councildate=2/12/2019 212