Loading...
HomeMy WebLinkAboutContract 47487-CA2 CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 47487 AND AS AMENDED BY CITY SECRETARY CONTRACT NO. 47487—Al) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRAO NO. 47487 ("Consent") is made and entered into by and between the CITY OF FORT WPRTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas, d FW Bluff Apartments, L.P. ("Assignor or Owner"), and MFREVF IV-RIVER EAST, LP ("Assignee"). The following introductory provisions are true and correct and from the basis of this Consent: A. On or about January 12,2016,the City and FW Bluff Land,LLC("FW Bluff Land") ntered into that certain. Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No.47487(the"Agreement"),and as amended on October 4,2018,City Secretary Contract No. 47487-A1. Under the Agreement, FW Bluff Land agreed to construct a 276 unit multifamily apartment complex (the "Required Improvements") on certain land in the City (the "La d") in return for a 5-year real property tax abatement on improvements located on the Laild (the "Abatement"), all as more specifically set forth in the Agreement. The Abatement was ranted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ Policy"). B. FW Bluff Land transferred the land to FW Bluff Apartments, L.P. ("Assignor"), wh ch was an affiliate. Both FW Bluff Land and Assignor agreed to the assignment by FW Bluff Lan of all rights and interest in the Abatement Agreement to Assignor. Section 5 of the agreement al ows an assignment to FW Bluff Apartments, L.P. or an Affiliate without the prior consent of toe 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 23, 2016, CSC No. 47487-CAI. C. Assignor has sold its interest in the Land and Required Improvements to Assignee and to assign all right,title and interest in the Agreement to Assignee. NOW THEREFORE, in consideration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. 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 January 12, 2021, ("Effective Consent Date"). 2. The City consents to such assignment expressly upon the promise and covenant ee, and Assignee hereby promises and covenants to the City that as of the Effective C at, Assignee will comply with all duties and obligations of Owner set forth in the Agicef Consent to Assignment of Tax Abatement Agreement#47487 ! yk4G from FW Bluff Apartments, L.P. to MFREVF IV-RISER EAR Approved by M&C 21-0005 on January 12,�RMiCUAIG. ' 1 a CITY ,r FT WORT4. :j 3. Assignee understand and agrees that no act or omission of Assignor, whether on, be ore or after the Effective Consent Date, will serve to mitigate (i) any Abatement Amounts, Terms and Conditions set forth in Sections 2 and 4 of the Agreement (ii) any Event of Def ult set forth in Section.5 of the Agreement. 4. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agr ement that are an addition to or greater than those of the Owner thereunder. 5. All terms in this Consent that are capitalized but not defined shall have the meanings a signed to them in the Agreement. IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective Consent Date. CITY OF FORT WORTH (..L__-- Fernando Costa Assistant City Manager STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a m icipal corporation, that he was duly authorized to perform the same by appropriate Mayor and Council Communication of the City Council of the City of Fort Worth and that he executed the samq as the act of the said City for the purposes and consideration therein expressed and in the capacity ,herein stated. r GIVEN UNDER MY HAND AND SEAL OF OFFICE this 16 day of 2021. v�o���.� SELENA ALA Notary Public in and for Notary Public, State of Texas the State of Texas ^: Q Comm.Expires 03-31-2024 Notary ID 132422528 Consent to Assignment of Tax Abatement Agreement#47487 JFF1Cb iF.SGKL� from FW Bluff Apartments, L.P. to MFREVF IV-RIVER.EAST, L,.-Y SE RETAR' Approved by M&C 21-0005 on January 12, 2021 FT. WO TIH�_ TX 2 �- I ATT k ;-C Mary Kay r i Sec ary APPROVED AS TO FORM AND LEGALITY: �,�M U�J /,*,� Melinda Ramos Sr. Assistant City Attorney M & C: 21-0004 ASSIGNOR: FW BLUFF APARTMENTS,L.P., a Delaware Limited Partnership By: CD Oakhurst Apartments GP, LLC, a De ware Fity company, its managing general partner /'/ A By: r Name: W. Pretlow Riddick Title: President ASSIGNEE: MFREVF IV-RIVER EAST, LP, a Delaware limited partnership By: MFREVF IV-RIVER EAST GP, LLC, a Delaware limite 'ability company, its general partner By: Name: Ala it Cripp3 Title- Chief Executive Officer Consent to Assignment of Tax Abatement Agreement#47487 ®EFICI 1.RECORD from FW Bluff Apartments, L.P. to MFREVF IV-RIVER EAST,L Approved by M&C 21-0005 on January 12, 2021 CITY S CRETARY 3 FT.W RTI.B,TX ATTEST: Mary Kayser, City Secretary APPROVED AS TO F RM AND LEGALITY: M/Assint os SrCity Attorney M04 ASSIGNOR: FW BLUFF APARTMENTS,L.P., a DelawareZZaitnership By: CD Oakhurst Apartments GP, LLC, a Delaware limitompany, its managing general partner By: Name: W. etlow Riddick Title: President ASSIGNEE: MFREVF IV-RIVER EAST,LP, a Delaware limited partnership By: MFREVF IV-RIVER EAST GP, LLC, a Delaware limited liability company, its general partner P-'-1 By: t� Name: Alasdair Cripps Title: Chief Executive Officer Consent to Assignment of Tax Abatement Agreement#47487 from FW Bluff Apartments, L.P.to MFREVF IV-RIVER EAST, LP Approved by M&C 21-0005 on January 12, 2021 3 STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally appeared W. Pretlow Riddick, President of CD Oakhurst Apartments GP, LLC, as Managing General Partner of FW Bluff Apartments, L.P., a Delaware 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 4eed of FW Bluff Apartments,L.P.. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3 day of JM4 52021. Notary Public in and for E* wtMLAURA 8 KARLS Public,State of Texasthe State of Texas Comm.Expires 01/11/12024Notary ID 12884924-6 STATE OF ILLINOIS § COUNTY OF COOK § BEFORE ME, the undersigned authority, on this day personally appeared Alasd ' ripp , Chief Executive Officer of MFREVF IV-RIVER EAST GP, LLC, as General P er of MFREVF IV- RIVER EAST, LP, a limited partnership, known to me to be the perso hose name is subsc 'bed to the foregoing instrument, and acknowledged to me that he exe ed the same for the purpo es and consideration therein expressed, in the capacity therein state d as the act and deed of MFREVF IV- RIVER EAST,LP. GIVEN UNDER MY HAND D SEAL OF OFFICE this ay of 32021. Notary Public in and for the State of Illinois Consent to Assignment of Tax Abatement Agreement#47487 r(FT. �Enk� from FW Bluff Apartments, L.P. to MFREVF IV-RIVER EAST, LCRETARY Approved by M&C 21-0005 on January 12, 2021 NTH,TX 4 STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally appe W. Pretlow Ridoick, President of CD Oakhurst Apartments GP, LLC, as Managin jeneral Partner of FW ) luff Apartments, L.P., a Delaware limited partnership, known me to be the person whose name is subscribed to the foregoing instrument, and acknowle ed to me that he executed the same foIr the purposes and consideration therein expressed, in capacity therein stated and as the act and deed of FW Bluff Apartments, L.P.. GIVEN UNDER MY AND AND SEAL OF OFFICE this day of , 2021. Notary Public in d for the State of as STATE OF ILLINOIS § COUNTY OF COOK § BEFORE ME, the undersigned authority, on this day personally appeared Alasdair Cripps, Chief Executive Officer of MFREVF IV-RIVER EAST GP, LLC, as General Partner of MFREV� IV_ RIVER EAST, LP, a 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 MFREVP IV- RIVER EAST, LP. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ylzou afi i , 2021. Notary Public in and for OFFICIAL SEAL the State of Illinois MARINA BOLDT Notary Public-State of Illinois My CommlS�3i�-)o Excirss 2/14/2022 Consent to Assignment of Tax Abatement Agreement#47487 from FW Bluff Apartments, L.P. to MFREVF IV-RIVER EAST, LP Approved by M&C 21-0005 on January 12, 2021 4 1/29/2021 Cityof Fort Worth-File#7 M&C 21-0005 Sign In Home Legislation Calendar City Council Departments ©,(©1 I Share j ®l jS$D 10 Alerts 1 Details Reports File #: M&C 21-0005 Version: 1 Name: Type: Award of Contract- Report of CM Status: Passed File created: 1/7/2021 In control: CITY COUNCIL On agenda: 1/12/2021 Final action: 1/12/2021 Title: (CD 9)Authorize Execution of Consent to Assignment of City Secretary Contract No. 47487, a Tax Abatement Agreement with FW Bluff Apartments, L.P.,to MFREVF IV-River East, L.P. Attachments: 1. M&C 21-0005, 2. The Scenic Map for Council.pdf History(1) Text 1 record Group Export Date \ter. Action By Action Result Action Details Meeting Details Video 1/12/2021 1 CITY COUNCIL Approved Action details Meeting details Not available https:/tforhvorthg ouleg istar.corr✓Leg islabonDetai i.aspx?ID=4745581&GU ID=F563AFD F-2216-4459-A17C-953532Bll6CD 1/1 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/12/21 M&C FILE NUMBER: M&C 21-0005 LOG NAME: 19NEZSCENIC SUBJECT (CD 9) Authorize Execution of Consent to Assignment of City Secretary Contract No. 47487, a Tax Abatement Agreement with FW Bluff Apartments, L.P.,to MFREVF IV-River East, L.P. RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of a Tax abatement Agreement, ( ity Secretary Contract No.47487)between the City and FW Bluff Apartments, L.P.,to MFREVF IV-River East, L.P., in conjunction with the s le of the multi-family project located at 809 Scenic Hill Drive and 2201 Embrey Place in Neighborhood Empowerment Zone Area Four,former Six Points Neighborhood Empowerment Zone. DISCUSSION: On January 12,2016,the City Council approved a five-year Tax Abatement Agreement(Agreement)with FW Bluff Land L.P.,lassigned to affiliate, FW Bluff Apartments, L.P., (Company)related to the construction of a multi-family project with 276 residential units located at 801 Scenic Hill Drive and 2201 Embrey Place in Neighborhood Empowerment Zone Area Four(Mayor and Council Communication(M&C)C-27599 and M&C C-28770), City Secretary Contract No.47487 as amended by City Secretary Contract Nos.47487-CA1 and 47487-A1. The Company now wishes to sell the development to MFREVF IV-River East, L.P., (Purchaser).As part of the proposed sale,,he Company has requested an assignment of the Agreement to the Purchaser,so that the Purchaser may continue to receive the tax abateme for the remainder of the term of the Agreement. Under the Agreement,the Company is prohibited from assigning the Agreement to another party Wthout the City Council's consent. In order to facilitate the transaction,a Consent to Assignment of a Tax Abatement Agreement between theId ity,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:requir to meet all ongoing obligations of the Company under the Agreement.The City will continue to receive the public benefits resulting from develop ent of this project. The multi-family project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION I CERTIFICATION: The Director of Finance certifies that upon approval of the Consent to Assignment of the current Tax Abatement Agreement, loss of an estimated $647,535.88 in property tax revenue may occur over the next two years left in the abatement period from 2021 to 2022.This r duction in revenue will be incorporated into the City's long term financial forecast upon the Consent to Assignment of the Tax Abatement Agreery ent being officially granted. Submitted for City Manager's Office by: Fernando Costa 6122 Originating Business Unit Head: Victor Turner 8187 Additional Information Contact: Sarah Odle 7316 Expedited