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Home My WebLink AboutContract 51261-CA2 :7y SECRETARY "RACTNO. 51 a 01 -CA& RECEIVED -- -- MAR 16 2022 CONSENT TO ASSIGNMENT OF CITY OF FORT WORTH TAX ABATEMENT AGREEMENT CtTYSECRETARY (CITY SECRETARY CONTRACT NO. 51261 AND AS AMENDED BY CITY SECRETARY CONTRACT NO. 51261-Al) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 51261 ("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 JEFFERSON OAKHURST SCENIC, LLC ("Assignor" or "Owner"), and ALL STORAGE WALSH RANCH,LLC("Assignee"). The following introductory provisions are true and correct and form the basis of this Consent: A. On or about August 23,2018,the City and Legacy Scenic,.LP("Legacy Scenic")entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 51261 (the "Agreement"). Under the Agreement, Legacy Scenic agreed to construct a 398 unit multifamily apartment complex and parking garage (the "Required Improvements") on certain land in the City (the "Land") in return for a 5-year real property tax abatement on improvements located on the Land (the "Abatement"), all as more specifically set forth i{� the Agreement. The Abatement was granted pursuant to the City's Neighborhood Empowerment Zone Policy("NEZ Policy"). B. Legacy Scenic sold its interest in.the I..and and Required Improvements to Assignor, which was approved by Legacy Scenic, Assignor and M&C C-28763 pursuant to that certain Consent to Assignment of Tax Abatement Agreement (City Secretary Contract No. 51261)dated effective as of October 19,2018, CSC No. 51261-CAI. C. Assignor has sold its interest in the Land and Required Improvements to Assignee and desires 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 11, 2022 ("Effective 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. 3. Assignee understands 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 4 of the Agreement or(ii) any Event of Default set forth in Section 5 of the Agreement. Consent to Assignment of Tax Abatement Agreement#51261 from JEFFERSON OAKHURST SCENIC, LLC to ALL STORAGE WALSH RANCH, LLC Approved by M&C 22-0010 on January 11, 2022 1 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 Consent Date, CITY OF FORT WORTH �R r , by: n Fernando Costa onald P. Gonzales,AsgkCity 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 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. GIV,I✓N , UNDER MY HAND AND SEAL OF OFFICE this M�day of , 2022. Not4y Public in and for the State of Texas MARIA 5 SANCHEZ Notary ID#2256490 My Commission Expires December 19,2025 OFFICIAL RE ORD CITY SECRE ARY FT WORT ,TX Consent to Assignment of Tax Abatement Agreement#51261 from JEFFERSON OAK.HURST SCENIC, LLC to ALL STORAGE WALSH RANCH,LLC Approved by M&C 22-0010 on January 11, 2022 2 ATTEST: Jannette Goodall, City Secretary APPROVED AS TO F AND LEGALITY: '4 t t1j' 4- Melinda Ramos Sr. Assistant City Attorney M& C: 22-0010 ASSIGNOR: JEF RSON OA AKHURST SCENIC,LLC, a Delaware limited liability company By: �' ar Name: PVe Title: EPresident ASSIGNEE. ALL LC,a Texas limited-liability company By: Name: Mark McDowell Title: Vice Presiden All correspondence/contact for Assignee is as follows: All Storage Walsh Ranch,LLC c/o Regional Management Co. Inc. 82 Armstrong Drive Mustang, OK 73064 Attn: Mark McDowell Phone: 405-376-4509 Email: tracie@regionalmgt.com Consent to Assignment of Tax Abatement Agreement#51261 from JEFFERSON OAKHURST SCENIC,LLC to ALL STORAGE WALSH RANCH, LLC Approved by M&C 22-0010 on January 11, 2022 3 STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally appeared Payton Mayes, Executive Vice President of JEFFERSON OAKHURST SCENIC, 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 he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of JEFFERSON OAKHURST SCENIC,LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2022. ii ARISM d9tAVA,-- 3 ` `'= MY NoterY #t4�g398 G #otaiFPublicA in and for ;yam FebruaryZ026 the State of Texas STATE OF OKLAHOMA § COUNTY OF CANADIAN § BEFORE ME, the undersigned authority, on this day personally appeared Mark McDowell, Vice President of ALL STORAGE WALSH RANCH, LLC, a Texas limited liability company, 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 ALL STORAGE WALSH RANCH, LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ZZ-`� day of 2022. Notary Public in and lor ,,,•\ 'KeP�;N%,� the State of Oklahomais Qg • oTaRyF� #15002701 N:gyp.03123123;�e iOi/nOFuO�`p� FFICI #L FT, WOR N Consent to Assignment of Tax Abatement Agreement#51261 - s from JEFFERSON OAKHURST SCENIC, LLC to ALL STORAGE WALSH RANCH, LLC Approved by M&C 22-0010 on January 11, 2022 4 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/11/22 MSC FILE NUMBER: M&C 22-0010 LOG NAME: 19JEFFERSONASSIGN2 SUBJECT (CD 9)Authorize Execution of Consent to Assignment of City Secretary Contract No.51261,a Tax Abatement Agreement with Jefferson Oakhurst Scenic, LLC to All Storage Walsh Ranch, LLC for Property Located at 336 Oakhurst Scenic Drive 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.51261) between the City of Fort Worth and Jefferson Oakhurst Scenic, LLC to All Storage Walsh Ranch, LLC, in conjunction with the sale of the multi-family project located at 336 Oakhurst Scenic Drive in Neighborhood Empowerment Zone Area Four,former Si Points Neighborhood Empowerment Zone. DISCUSSION: On June 26,2018,the City Council approved a five-year Tax Abatement Agreement(Agreement)with Legacy Scenic LP and assignment after closing,to Jefferson Oakhurst Scenic,LLC(Company)related to the construction of a multi-family project with 398 residential units located at 336 Oakhurst Scenic Drive in Neighborhood Empowerment Zone Area Four(Mayor and Council Communication(M&C)C-28763,and M&C 21- 0779)City Secretary Contract No.51261 as amended by City Secretary Contract Nos.51261-CA1 and 51261-Al. The Company now wishes to sell the development to All Storage Walsh Ranch,LLC(Purchaser). 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 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 developmer t 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 loss of an estimated $2,030,754.91 in property tax revenue may occur over the next five year period.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 bv: Fernando Costa 6122 Originating Business Unit Head: Victor Turner 8187 Additional Information Contact: Sarah Odle 7316 ) @ � . a � � \m 2 , 2 k / # � 2 § ¥ / q a [ } § k � ® k t % $ t t k R � § _ k 2 » $ � § 3 . � § t § § k � % 2 t \ 2 L / \ i 2 ) _ f { 2 7 § > t e f 2 q § 3 3 $ % /2 . ± . � , c ) k i | 2 b « z ƒ ƒ