HomeMy WebLinkAboutContract 46559-CA3 CITY SECRETARY465��
CONSENT TO ASSIGNMENT OF OA"N'TRACT NO'
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 46559 AND AS AMENDED Y
CITY SECRETARY CONTRACT NO. 46559-Al)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO 46559
("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 Crest Berkeley
TIC I, LLC, Crest Berkeley TIC II, LLC, and Crest Berkeley TIC III, LLC, Delaware limited
liability companies ("Assignor or Owner"), and CH Realty IX-Knightvest MF FW Berkeley
Owner, LP, a Delaware limited partnership ("Assignee").
The following introductory provisions are true and correct and from the basis of thisConsent:
A. On or about February 2, 2014, the City and Park Ridge Multi-Family LP ("Park idge")
entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City
Secretary Contract No. 46559(the"Agreement"),and as amended on August 6,2019,City Secretary
Contract No. 46559-A1. Under the Agreement, Park Ridge agreed to construct a multi- family
complex containing rental apartment units (each an "Apartment") and certain other impro ements
on real property owned by Park Ridge(the"Land"), and to set aside a certain number of Apa ments
as affordable housing units for lease exclusively to qualifying households, as more spe ifically
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 Agreement. The Abatement was granted pursuant to
the City's Neighborhood Empowerment Zone Policy ("NEZ Policy").
B. Park Ridge transferred the Land to Berkeley Apartments Phase II LLC (Berkeley Phase II)
("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 Affilia 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-CAI.
C. Berkeley Phase II transferred the land to Crest Berkeley TIC I, LLC, Crest Berkeley TIC II,
LLC and Crest Berkeley TIC III, LLC (Crest Berkeley) ("Assignor"). Both Berkeley Phase II and
Assignor agreed to the assignment by Crest Berkeley of all rights and interest in the Abatement
Agreement to Assignor. Under Section 6 of the Abatement Agreement, Assignor may not as ign this
Agreement and all or any portion of the benefits provided hereunder to anyone other than an idfiliate
i e consent of the City. The City granted approval on September 26, 2017, M&C C 28394.
ue ent is dated October 5, 2017, CSC No. 46559-CA2.
PrIConsent to Assignment of Tax Abatement Agreement#46559-CA2ftst eley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC ][ Cff tftEC0RD
Cm'OFFOgr (0 Realty IX-Knightvest MF FW Berkeley Owner, LP CITY SECRETARY
S C SF�gET R�8 Approved by M&C 21- C 515 on August 17, 2021 FT. WORTH,TX
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D. Assignor has sold its interest in the Land and Required Improvements 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.
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 August 19, 2021, ("Effective
Consent Date").
2. The City consents to such assignment expressly upon the promise and covenant by AC signee,
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.
3. Assignee understand and agrees that no act or omission of Assignor, whether on, before or
after the Effective Consent Date, will serve to mitigate (i) any Abatement Amounts Terms
and Conditions set forth in Sections 2 and 3 of the Agreement (ii) any Event of Default set
forth in Section 4 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 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
Fernando Costa
Assistant City Manager
OFFICIAL.RECORD
CITY SECRETARY
FT: WORTH, TX
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC 1, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC o CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-6575 on August 17, 2021
2
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando, Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal
corporation, that he was duly authorized to perform the same by appropriate Mayor and Council
Communication of the City Council of the City of Fort Worth and that he executed the same as the
act of the said City for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2021.
'a, EVONIA DANIELS
�Pi Notary Public,State of Texas
mac:'
tary Public in and for Comm.Expires 07-13-2025
the State of Texas ,,,`� Notary ID 126950030
A T T: IFOZ
City Secr
Y1a loC I e r * z
APPROVED AS TO FORM AND LEGALIT ' -, AS
Melinda Ramos
Sr. Assistant City 9orney
M& C: 21-65#Is
ASSIGNOR: CREST BERKELEY TIC I,LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By: __ __
OFFICOIL RECORD
Name: Kevin K. Braun CIN§ CRETARY
Title: Vice President FT 1�1OR'B M.TX
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III,LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21- ,5 7s on August 17, 2021
3
ASSIGNOR: CREST BERKELEY TIC II, LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By:
Name: Kevin K. Braun
Title: Vice President
ASSIGNOR: CREST BERKELEY TIC III,LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By:
Name: Kevin K. Braun
Title: Vice President
ASSIGNEE: CH REALTY IX-KNIGHTVEST MF FW BERKELEY OWNER, LP, a Delaware
limited liability company
By: KV Berkeley GP, LLC,
a Delaware limited liability company,
its general partner
By: Knightvest 2021, LLC,
a Texas limited liability co y,
its manager
By:
e: David S. Moore
Title: Manager
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,T
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III,LLC o CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0S'76 n August 17, 2021
4
ASSIGNOR: CREST BERKELEY TIC II,LLC, a Delaware limited liability c any
By: Crest Opportunity X, Inc., a Texas corporation, its Man r
By:
Name: Kevin K. Braun
Title: Vice President
ASSIGNOR: CREST BERKELE C III,LLC, a Delaware limited liability company
By: Crest Opport ity X, Inc., a Texas corporation, its Manager
By:
ame: Kevin K. Braun
Title: Vice President
ASSIGNEE: CH REALTY IX-KNIGHTVEST MF FW BERKELEY OWNER, LP, a Delaware
limited liability company
By: KV Berkeley GP, LLC,
a Delaware limited liability company,
its general partner
By: Knightvest 2021, LLC,
a Texas limited liability company,
its manager
By:
Nam avid S. Mo e
Title: Manager
OFFICIAL RECORD
CITY SECRETARY'
ET WORTH,TX
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 2 1-a!5 on August 17, 2021
4
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Kevin K. Bra �ce
President of Crest Opportunity X, Inc., known to me to be the person whose name is scribed to the
foregoing instrument, and acknowledged to me that he executed the s or the purpo es and
consideration therein expressed, in the capacity therein stated the act and deed cf Crest
Opportunity X, Inc., a Texas corporation, as Manager of Cr erkeley TIC I, LLC, Crest Berkeley
TIC II, LLC and Crest Berkeley TIC 11I, LLC.
GIVEN UNDER MY HAN AND SEAL OF OFFICE this ay of
202
Notary Public in or
the State of a
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME,the undersigned authority, on this day personally appeared David S. Moore, Manager of
Knightvest 2021, LLC, 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 Knightvest 202 , LLC,
Manager for KV Berkeley GP, LLC, General Partner of CH Realty IX-Knightvest MF FW Berkeley
Owner, LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
A�`t.,f�' ' 2021.
otary Public in and for
the State of Texas a
BROOKESTUART
Notary iD#130718749
My Commission Expires June 28, 2024
Consent to Assignment of Tax Abatement Agreement 446559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC lI, LLC, Crest Berkeley TIC 11I, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-057Xon August 17, 2021
5
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Kevin K. Brauf ' Vice
President of Crest Opportunity X, Inc., 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 Crest
Opportunity X, Inc., a Texas corporation, as Manager of Crest Berkeley TIC 1, LLC, Crest B rkeley
TIC I1, LLC and Crest Berkeley TIC III, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 16A ay of
A q u5-- , 2021.
DEBBIE MCKINNEY
Notary Public in and for °` °°' Note ry Public,State of Texas
* *- My Commission Expires
the State of Texas ,�' July 11,2024
`'''W`• NOTARY ID 42002-0
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME,the undersigned authority,on this day personally appeared David S. Moore ager of
Knightvest 2021, LLC, known to me to be the person whose name is subs to the fo egoing
instrument, and acknowledged to me that he executed the same fo purposes and consideration
therein expressed, in the capacity therein stated and as th and deed of Knightvest 2021 , LLC,
Manager for KV Berkeley GP, LLC, General Partn CH Realty IX-Knightvest MF FW Berkeley
Owner, LP.
GIVEN UNDER MY AND AND SEAL OF OFFICE this ay of
, 2021.
Notary P c in and for
the e of Texas
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC II1, LLC �o CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-(3575on August 17, 2021
5
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/17/21 M&C FILE NUMBER: M&C 21-0575
LOG NAME: 19NEZBERKELEYASSIGN3
SUBJECT
(CD 9)Authorize Execution of Consent to Assignment of City Secretary Contract No.46559,a Tax Abatement Agreement with Crest Berkeley TIC
I, LLC,Crest Berkeley TIC II, LLC and Crest Berkeley TIC III, LLC,to CH Realty IX-Knightvest MF FW Berkeley Owner,LP
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment of City Secretary Contract No.4655 ,a Tax
Abatement Agreement between the City and Crest Berkeley TIC I,LLC,Crest Berkeley TIC II, LLC and Crest Berkeley TIC III, L. C,to CH Realty
IX-Knightvest MF FW Berkeley Owner, LP,in conjunction with the sale of the multi-family project located at 2521 Frazier Avenue'n 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-CAl and 26559-A1.On September 26,2017,the City Council approved
an assignment of the Agreement to Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC,and Crest Berkeley TIC III, LLC(Crest Berkeley),Mayor
and Council Communication (M&C C-28394).
Crest Berkeley now wishes to sell the development to CH Realty IX-Knightvest MF FW Berkeley Owner, LP, (Purchaser).As part of the proposed
sale,Crest Berkeley has requested an assignment of the Agreement to the Purchaser,so that the Purchaser may continue to re eive 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.
All the required improvements have been constructed as set forth in the Agreement,and the Purchaser will be required to meet all ongoing
obligations 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 upon approval of the Consent to Assignment of the current Tax Abatement Agreement,a Moss of an estimated
$627,488.44 in property tax revenue may occur over the two years left in the abatement period from 2022 to 2023.This reduction in revenue will be
incorporated into the City's long term financial forecast upon the Consent to Assignment of the Tax Abatement Agreement being,officially granted.
Submitted for City Manager's Office W. Fernando Costa 6122
Originating Business Unit Head: VictorTumer 8187
Additional Information Contact: Sarah Odle 7316
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