HomeMy WebLinkAboutContract 48635-CA2 '"'--STY SECRETARY
010 „ ti2� �k8fo35 •CA9,
CONSENT TO ASSIGNMENT OF -
�' TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 48635 AND AS AMENDED BY
CITY SECRETARY CONTRACT NO. 48635-Al)
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This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO 48635
("Consent") is made and 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, and Criterion Race
Street I, LLC ("Assignor or Owner"), and MBP Union, LLC ("Assignee").
The following introductory provisions are true and correct and from the basis of this Consent:
A. On or about January 30, 2017, the City and 2925 Race, LLC ("2925 Race") entered into that
certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract
No.48635 (the"Agreement"),and as amended on June 17,2020,City Secretary Contract No.48635-
A1. Under the Agreement, 2925 Race agreed to construct a mixed use project with 152 res dential
rental units,thirteen thousand eight hundred(13,800) square feet of Office, restaurant, entertainment,
retail sales and service uses, and/or live/work space and a multi-level parking garage to accommodate
the apartment residents and retail customers (the "Required Improvements") on certain land in the
City (the "Land") in return for a 10-year real property tax abatement on improvements located on
the Land(the "Abatement"), all as more specifically set forth in the Agreement. The Abatement was
granted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ Policy").
B. 2925 Race transferred the land to Criterion Race Street I, LLC ("Assignor"), which was a
newly formed entity. Both 2925 Race and Assignor agreed to the assignment by 2925 Race of all
rights and interest in the Abatement Agreement to Assignor. Under Section 8 of the Abatement
Agreement, Assignor may not assign this Agreement and all or any portion of the benefits
provided hereunder to an Affiliate without the consent of the City. The City granted appr val on
June 6, 2017, M&C C-28252. Such Agreement is dated June 12, 2017, CSC No. 48635-C I.
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 co tained
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, t' le and
interest granted to Assignor by the Agreement, effective as of February 23, 2021, ("E ective
Consent Date").
2. The City consents to such assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to the City that as of the Effective Consent Date
Assignee will comply with all duties and obligations of Owner set forth in the Agreement.
Consent to Assignment of Tax Abatement Agreement#48635 UFN AL RECORD
from Criterion Race Street I, LLC to MBP Union, LLC Cd`nf SECRETARY
Approved by M&C 21-0004 on January 12, 2021 ET ORTH,TX
3. Assignee understand and agrees that no act or omission of Assignor, whether on, efore 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 Default set
forth in Section 5 of the Agreement.
4. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement
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 assigned
to them in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective onsent
Date.
CITY OF FORT WORTH
---I��
Fernando Costa
Assistant City Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernandc Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known t 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 mimicipal
corporation, that he was duly authorized to perform the same by appropriate Mayor and ouncil
Communication of the City Council of the City of Fort Worth and that he executed the same as the
act of the said City for the purposes and consideration therein expressed and in the capacity therein
stated.
IVEN UNDER MY HAND AND SEAL OF OFFICE this ,�n_ ay of
021.
Notary ublic in an
the State of Texas
o�>aY ore' SARAH J ODLE
Notary ID#6215320
v My Commission Expires
vrFOFS,+ November 8, 2023
Consent to Assignment of Tax Abatement Agreement#48635 � CI 'rt�
from Criterion Race Street 1, LLC to MBP Union, LLCIT
E
Approved by M&C 21-0004 on January 12, 2021
2
�'rsGORP
ATTEST:
c.
Mary Kayser, i ecr ary .•
APPROVED AS TO FORM AND LEGALITY:
eann Guzman
Deputy City Attorney
M& C: 21-0004
ASSIGNOR: CRITERION RACE STREET I,LLC, a Delaware limited liability company
By: CPC RS Investors, LLC, a Delaware limited liability company, ' ember
By: CPC-T Race Street, LLC, a Delaware limited i ility company,its M aging
Member
By:
Name: W. Pre ddick
T President
ASSIGNEE: MBP UNION,LLC,a limited liability company
By:
Name:
Title:
EFT. WO
RECORD
Consent to Assignment of Tax Abatement Agreement#48635 RETARY
from Criterion Race Street I, LLC to MBP Union, LLC �®TX
Approved by M&C 21-0004 on January 12, 2021
3
ATTEST:
Mary Kayser, City Secretary
APPROVED AS TO FO AND LEGALITY:
Melinda R
Sr. Assist City Attorney
M& . 21-0004
ASSIGNOR: CRITERION RACE STREET I, LLC, a Delaware limited liability company
By: CPC RS Investors, LLC, a Delaware limited liability company, its Member
By: CPC-T Race Street, LLC, a Delaware limited liability company, its M naging
Member
By: 7i"-C&kA
Name: W. Pretlow Riddick
Title: President
ASSIGNEE: MBP UNION,LLC, a limited liability company
By:
Name:
Title:
Consent to Assignment of Tax Abatement Agreement#48635 UFF0CIAL 1IECuk4
from Criterion Race Street I, LLC to MBP Union,LLC CITY SEC RETkRY
Approved by M&C 21-0004 on January 12, 2021 FT. WO`CL i
3 -T-
Mary Kayser, City Secretary
APPROVED AS TO FORM AND LEG ,L,ITY:
Melinda Ramos
Sr. Assistant City Att ey
M & C: 21-0004
ASSIG OR: CRITERION RACE STREET I,LLC, a Delaware limited liability company
By: CPC RS Investors, LLC, a Delaware limited liability company, its Member
By: CPC-T Race Street, LLC, a Delaware limited liability company, its M aging
Member
By: CPC-T, L.P., a Delaware limited partnership, its Member
By: CPC GP, LLC, a Delaware limited liability compan t
General Partner
By:
Name: W. Pretlo �ddick
Title: �resident
ASSIGNEE: MBP UNION,LLC, a limited li bil' mpany
By: olA
Name: 1"�
Title: r
STATE OF TEXAS § _
COUNTY OF TARRANT §
®EEICI L RECORD
Consent to Assignment of Tax Abatement Agreement#48635 CITY S CRETARY
from Criterion Race Street 1, LLC to MBP Union, LLC FT. W RTH,TX
Approved by M&C 21-0004 on January 12, 2021
3
STATE OF TEXAS §
COUNTY OF DALLAS §
I
BEFORE ME, the undersigned authority, on this day personally appeared W. Pretlow ddick,
President of CPC-T Race Street, LLC, as Managing Member of CPC RS Investors, LLC, Me ber of
Criterion Race Street I,LLC,a Delaware limited partnership,known to me to be the person who name
is subscribed to the foregoing instrument, and acknowledged to me that he executed the same Ifor the
purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of
Criterion Race Street I,LLC.
e-1, GIVEN UNDER MY HAND AND SEAL OF OFFICE this ZZ day of
,(. m , 2021.
��rpYPUgGC LAURA B KARLS
001tetpublic in and for Notary Public,State of Texas
the State of Texas y Comm.Expires 01/11/2024
OFP Notary ID 12884924-6
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared ,
Governing Person of MBP Union,LLC,known to me to be the person w�hose a is subscribe�esoand
the
foregoing instrument, and acknowledged to me that he executed ame for the purpo
consideration therein expressed, in the capacity therein stated as the act and deed of MBP Union,
LLC.
GIVEN UNDER MY HAND SEAL OF OFFICE this day of
52021.
Notary Public in and for-
the State of Texas
OI°FI IAL RECORD
Consent to Assignment of Tax Abatement Agreement#48635 CITY SECRE�°ARY
from Criterion Race Street I, LLC to MBP Union, LLC FT. �7F$�'�fi�TX
by M&C 21-0004 on January 12, 2021 �l
4
BEFORE ME, the undersigned authority, on this day personally appeared W. Pretlow ,
Governing Person of CD Oakhurst Apartments GP, LLC, as Managing General Partne C 'terion
Race Street I, LLC, a Delaware limited partnership, known to me to be the n whose name is
subscribed to the foregoing instrument, and acknowledged to me that executed the same for the
purposes and consideration therein expressed, in the capacity n stated and as the act and deed of
Criterion Race Street I,LLC.
GIVEN UNDER MY HAND ND SEAL OF OFFICE this day of
, 2021
Notary Public in an r
the State of Te
STATE OF TEXAS §
COUNTY OF TARRANT § �/ Z
BEFORE ME, the undersigned authority, on this day personally appeared G
Governing Person of MBP Union,LLC,known to me to be the person whose name is subscribe4 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 MBP Union,
LLC.
(--,—GQ—IVEN UNDER MY HAND AND SEAL OF OFFICE this day of
202 .
AMY PAULETTE PRYAR
Notary Pub ism wa, :y My Notary ID#102WO
the State of Texas 'oF t+ ExOres March 19,2024
Conscnt to Assignment of Tax Abatement Agreement#48635 .
TCORD
from Criterion Race Strcet I, LLC to MBP Union, LLC SECRETARY
Approved by M&C 21-0004 on January 12, 2021 WO Hp TX
4 -
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 01/12/21 M&C FILE NUMBER: M&C 21-0004
LOG NAME: 19RACESTREETASSIGN2
SUBJECT
(CD 9)Authorize Execution of Consent to Assignment of City Secretary Contract No.48635, a Tax Abatement Agreement wilh Criterion Race
Street I, LLC to MBP Union, LLC
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment of a Tax Abatement Agreement, City Secretary
Contract No.48635) between the City and Criterion Race Street I, LLC,to MBP Union, LLC, in conjunction with the sale of the mixed-use project
located at 2900 Race Street in Neighborhood Empowerment Zone Area Four,former Six Points Neighborhood Empowerment Zone.
DISCUSSION:
On August 2,2016,the City Council approved a ten-year Tax Abatement Agreement(Agreement)with 2925 Race, LLC,assi ned to affiliate,
Criterion Race Street I, LLC(Company)related to the construction of a mixed use project with 152 residential units located ai 2900 Race Street
in Neighborhood Empowerment Zone Area Four(Mayor and Council Communication(M&C)C-27846, M&C C-28252 and hq&C 19-0148)City
Secretary Contract No.48635 as amended by City Secretary Contract Nos.48635-CA1 and 48635-A1.
The Company now wishes to sell the development to MBP Union, LLC(Purchaser). Under the Agreement,the Company is p ohibited from
assigning the Agreement to another party without the City Council's consent. In order to facilitate the transaction,a Consent to Assignment of the
Tax Abatement 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 mixed-use 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
$1,687,726.89 in property tax revenue may occur over the next nine years left in the abatement period from 2021 to 2029.Thi reduction in
revenue will be incorporated into the City's long term financial forecast upon the Consent to Assignment of the Tax Abatemen Agreement being
officially granted.
Submitted for City Manager's Office bk Fernando Costa 6122
Originating Business Unit Head: Victor Turner 8187
Additional Information Contact: Sarah Odle 7316
1/29/2021 Cityof Fort Worth-File#:M&C 21-0004
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File #: M&C 21-0004 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. 18635, a Tax
Abatement Agreement with Criterion Race Street I, LLC to MBP Union, LLC
Attachments: 1. M&C 21-0004, 2. Race Street Project Map-2.pdf
History(1) Text
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Date Ver. Action By Action Result Action Details Meeting Details Video
1/12/2021 1 CITY COUNCIL Approved Action details Meeting details Not available
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