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HomeMy WebLinkAboutContract 50882-CA2 GI f Y SECRETARY CONSENT TO ASSIGNMENT OF G,COHTRACTNO- j OHOI-CA� TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 50882 AND AS AMENDED BY CITY SECRETARY CONTRACT NO. 50882-A1) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 50882 ("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 Tex is, and PMA FW Presidio, LLC ("Assignor or Owner"), and STARBOARD PRE IDIO DST("Assignee"). The following introductory provisions are true and correct and from the basis of this C nsent: A. On or about April 10, 2018, the City and FW Bluff Land, LLC ("FW Bluff Land") entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 50882 (the "Agreement"), and as amended on October 12, 2021, City S cretary Contract No. 50882-A1. Under the Agreement, FW Bluff Land agreed to construct a It unit multifamily apartment complex (the "Required Improvements") on certain land in the C'ty (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 in the Agreement. The Abatement was granted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ Policy"). B. FW Bluff Land transferred the land to PMA FW Presidio, LLC ("Assignor"). Both FW Bluff Land and Assignor agreed to the assignment by FW Bluff Land of all rights and interest in the Abatement Agreement to Assignor. Section 6 of the agreement allows an assignment to Pig A FW Presidio, LLC or an Affiliate without the prior consent of the City, provided that (i) prior to or contemporaneously with the effectiveness of such assignment, Company provides the Ci 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 July 9 2018, CSC No. 50882-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 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 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 Conse t Date Assignee will comply with all duties and obligations of Owner set forth in t1�-A 9-r-- 7 Consent to Assignment of Tax Abatement Agreement#50882 (FHOA RECURD from PMA FW Presidio, LLC to STARBOARD PRESIDIO DST CITY SECRETARY Approved by M&C 22-0018 on January 11, 2022 1 FT %Vr)RTH,TX �, I 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 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 Agroement 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 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 acknoviledged 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 Sam as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. OI v EN U V DER viY HAND ATE D SEAL OF OFFICE this eday of 2022. SELENA ALA Notary Public in and for :zr Notary Public, State of Texas the State of Texas 9r :}P Comm. Expires 03-31-2024 Notary ID 132422528 Consent to Assignment of Tax Abatement Agreement#50882 ®FF9C AL REG from PMA FW Presidio, LLC to STARBOARD PRESIDIO DST CITY ECRETI Approved by M&C 22-0018 on January 11, 2022 FT ®RTH, 2 OR- ATTEST: rim �f Y1Q 1S.�TC./l_ U 1 Jannette Goodall,City Secretary APPROVED AS TO AND LEGALITY: elinda Ramos Sr.Assistant City Attorney M& C: 22-0018 ASSIGNOR: PMA FW PRESIDIO,LLC exas limited liability company By: Name: Pet berg Title: Manager ASSIGNEE: STARBOARD PRESIDIO DST,a Delaware statutory trust By: STARBOARD PRESIDIO MANAGER,LLC, a Delaware limited liability company, its Administrative Trustee By: STARBOARD REALTY ADVISORS,LLC,a Delaware limited liability company, its Manager By: 0 Z'�gz� Name: William H. Winn.Jr. Title: ManaMr- Consent to Assignment of Tax Abatement Agreement#50882 from PMA FW Presidio, LLC to STARBOARD PRESIDIO DST ............... +.�-.Approved by M&C 22-0018 on January 11,2022 3 UEFRe,rAt.OEC®R® CITY SEC ETARY r— WOR. H TX ATTEST: Jannette G/TORM APPROVEASLEGALITY: Melind amos Sr. A istant City Attorney M C: 22-0018 ASSIGNOR: PM W P IO,L4CA Texas limited liability company By: (. Name: Peter Aberg Title: Manwr ASSIGNEE: STARBOARD PRESIDIO DST,a Delaware statutory trust By: STARBOARD PRESIDIO MANAGER, LLC,a Delaware limited liability company,its Administrative Trustee By: STARBOARD REALTY ADVISORS,LLC,a Del a limited liability company,its Manager By: Name: Willi . Winn Jr. Title: /Nana er Consent to Assignment of Tax Abatement Agreement#50882 from PMA FW Presidio,LLC to STARBOARD PRESIDIO DS Approved by M&C 22-0018 on January 11,2022 OFFICIAL ECORD 3 CITY SECF ETARY FT 141OR rH,TX STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personall peared Peter Aberg, Manage of PMA FW Presidio,LLC,a Texas limited liability company own to me to be the person whose nE me is subscribed to the foregoing instrument, and acknow ged to me that he executed the same for LLthe purposes and consideration therein expressed,in capacity therein stated and as the act and deeG of PMA FW Presidio,LLC. GIVEN UNDER MY ND AND SEAL OF OFFICE this day of 2. Notary Public in an4,Kr the State of Tex STATE OF�� , § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared William H. Winn Jr, Manager of STARBOARD REALTY ADVISORS, LLC, as Manager of STARBOARD PRESIDIO MANAGER, LLC, as Administrative Trustee of STARBOARD PRESIDIO DST, a Delaware statutory trust ,known to me to be the person whose name is subscribed to the foregoing ins ent, and acknowledged to me that he executed the same for the purposes and consideration th em expressed,in the capacity therein stated and as the act and deed of STARBOARD PRESIDIO DST. GIVEN UNDER MY HAND AND SEAL OF OFFICE this III,",—day of _ 0114 J01r ,2022. low CAR►N A.GUERTIN Notary Public in d r Notary Public•California yam►.•. Orange County. the State of '.1 o" Commission N 2271287 *` My Comm.Expires Dec J7,2022 Consent to Assignment of Tax Abatement Agreement#50882 from PMA FW Presidio,LLC to STARBOARD PRESIDIO DST Approved by M&C 22-0018 on January 11,2022 4 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Peter Aberg, ManageK of PMA FW Presidio,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 dee4 of PMA FW Presidio,LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of J12022. � �e"J LAURI COX No Public in and for ;5e- ire- Notary Public,State of Texas the State of Texas Comm.Expires 08 04.2022 Notary ID 129908484 STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, on this day onally appeared William H. Winn Jr, Manager of STARBOARD REALTY ADVISORS, , as Manager of STARBOARD PRESI> 10 MANAGER, LLC, as Administrative Trustee STARBOARD PRESIDIO DST, a Dela are statutory trust ,known to me to be the pers whose name is subscribed to the foregoing intent, and acknowledged to me that he exe ed the same for the purposes and consideration therein expressed,in the capacity therein sta and as the act and deed of STARBOARD PRESIDIO DST. GIVEN UNDE MY HAND AND SEAL OF OFFICE this day of 2022. Notary Pub,Iic in and for the Stag& Consent to Assignment of Tax Abatement Agreement#50882 from PMA FW Presidio, LLC to STARBOARD PRESIDIO DST Approved by M&C 22-0018 on January 11,2022 4 | � � « § � q e � k I - # } § ) � ) g ] 2 . I » + � 3 $ � k 2 . « . R . / k , 2 S � f �§ # 0 2 ƒ s L ■ a / � � I 2 E| § � B . $ 7� & C.,\ � = i / ; k $ ƒ 72 0 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/11/22 M&C FILE NUMBER: M&C 22-0018 LOG NAME: 19PRESIDIOASSIGN2 SUBJECT (CD 9)Authorize Execution of Consent to Assignment of City Secretary Contract No.50882,a Tax Abatement Agreement with MA FW Presidio, LLC to Starboard Presidio DST for Property Located at 2312 McLemore Avenue 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.50882)between the City of Fort Worth and PMA FW Presidio, LLC,to Starboard Presidio DST in conjunction with the sale of the multi-family project located at 2312 McLemore Avenue in Neighborhood Empowerment Zone Area Four,former Six Points Neighborhood Empowerment Zone. DISCUSSION: On April 10,2018,the City Council approved a five-year Tax Abatement Agreement(Agreement)with Scenic Race, LLC,and assignment after closing,to PMA FW Presidio, LLC, (Company)related to the construction of a multi-family project with 138 residential units located at 2312 McLemore Avenue in Neighborhood Empowerment Zone Area Four(Mayor and Council Communication (M&C)C-28659 and M&C 21- 0783)City Secretary Contract No.50882 as amended by City Secretary Contract Nos.50882-CA1 and 50882-A1. The Company now wishes to sell the development to Starboard Presidio DST(Purchaser). Under the Agreement,the Compan is prohibited from assigning the Agreement to another party without the City Council's consent. In order to facilitate the transaction,a Consent to A signment 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 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 $675,438.25 in property tax revenue may occur over the next five years.This reduction in revenue will be incorporated into the C tty's long term financial forecast upon the Consent to Assignment of the Tax Abatement Agreement 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