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Home My WebLink About048635-CA3 - General - Contract - MBP Union, LLC and JACS DFW URE, LLCCity Secretary1r Contract No �1� �,� j � (`�� CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT (CITY SECRETARY CONTRACT NO. 48635 AND AS AMENDED BY CITY SECRETARY CONTRACT NO. 48635-A1) This CONS�NT 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 MBP Union, LLC ("MBP") ("Assignor or Owner"), and JACS DFW URE, LLC ("Assignee"). The following introductoiy provisions are true and con�ect and fi•om the basis of this Consent: A. On or about Januaiy 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 residential rental units, thirteen thousand eight hundred (13,800) square feet of Office, restaurant, entertainment, retail sales and service uses, and/or live/worlc 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 speci�cally set forth in the Agreement, The Abatement was granted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ Policy"). B. 2925 Race transfei-��ed the land to Criterion Race Street I, LLC ("Criterion"), which was a newly formed entity. Both 2925 Race and Criterion agreed to the assignment and the City granted approval on June 6, 2017, M&C C-28252, Such Agreement is dated June 12, 2017, CSC No. 48635-CAI. C. Criterion sold its interest in the Land and Required Improvements to Assignor, which was appt�oved by MBP, Assignor and M&C 21-0004 pursuant to that certain Consent to Assigmnent of Tax Abatement Agreement (City Secretary Contract No. 48635-CA2) dated effective as of February 23, 2021, CSC No, 51261-CA2. D, Assignor has sold its interest in the Land and Required Improvements to Assignee and to assign all right, title and interest in t11e Agreement to Assignee. NOW THEREFORE, in consic�eration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acicnowledged, 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 December �, 2025, ("Effective Consent Date"). Consent to Assignment of Tax Abatement Agreement #48635 from MBP Union, LLC to JACS DFW URE, LLC Approved by M&C 25-1037 on November 11, 2025 1 ��tAL RECORD ..� �"'Y 5�CRETARY ��.1JU��tiH, TX 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. � 5. Assignee undetstand 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 foi�th in Sections 2 and 4 of the Agt•eement (ii) any Event of Default set forth in Section 5 of the Agreement, Nothing in this Consent shall be deeined to grant Assignee any rights under the Agreement that are an addition to or greater than those of the Owner thereunder. All te�7ns in this Consent that ai•e capitalized but not defined shall have the meanings assigned to them in the Agreement. IN WITNESS WHEREOF, the parties have executed this Assigmnent as of the Effective Consent Date. CITY OF FORT WORTH � � Dana Burghdo V � Assistant City Manager STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dana Burghdoff, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose naine 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 she 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 she executed the same as the act of the said City for the puiposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HANn ANT� 4FAT. (lF (IFFT('F thic J�hu.�ry ��. r � Notary P lic in nd for the State Tex s , Zo2s. �— Jesslca Fawvar � # My Commlozlon Explre� 10/13/2029 Notary ID135535A33 Consent to Assignment of Tax Abatement Agreement #48635 fi�om MBP Union, LLC to JACS DFW URE, LLC Approved by M&C 25-1037 on November 11, 2025 .Z � day of 2 ATTEST: t.�--� � - Jannet Goodall, City Secretary APPROVED AS TO FORM AND LEGALITY; i � � � (�, _ �t , l,l% � �� Christclpirer�ustria M�Ii.r.t;ts.- flt.�m�s Sr-�4ssi��anc Cliy r1�,tai-ney �v�.� (�,t�( (4�1� M & C: 25-1037 ASSIGNOR: MBP UNIO , LLC � a�v�re limited liability company �'l , ��J BY� � ' l. � Name: Michael P illips Title: Managing Member ASSIGNEE: JACS DFW URE, LLC, a Delaware limited liability com y �1 By: _��,-,'"'�� .-��' � Name: Core,v-WiYliams t.-�Y � Tixle:`� Mana�er STATE OF '�" ` § COUNTY OF V �-�v�c�§ BEFORE ME, the undersigned authority, on this day personally appeared Michael B. Phillips, Managing Member of MBP Union, LLC, a Delaware limited liability company, lrnown to me to be the peison whose name is subscribed to the foregoing instiument, and acicnowledged 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this `J day of � C'c� �� - , 2025. �� -��.� Notary Public in and for the State of � Consent to Assignment of Tax Abatement Agreement #48635 fi�om MBP Union, LLC to JACS DFW URE, LLC Approved by M&C 25-1037 on November 11, 2025 3 .,�.';Jti JACOBALEXANQER � ,. ,,,,.. y s • y Notary Public - Calitornia = � w T Los Angeles County ; �Y + Commisslon M 2a90453 `'�� "�r My Comm. Expires Jun 14, Z028 � �.�t,•��. ��6��;i�RD ,a`�'� ��R�TARY ��rl'4 �JVQ�tTH, iX ATTEST: F �� o ► - � �o Jann�tt Goodall, City Secretary � V e � P� � o 00 da °�0000< APPROVED AS TO FORM AND LEGALITY: ��FXp! - �1��l��,� _ � C�rist�h��ria r�1,�l.l�o,�,_, 'ilf�,rv�� Sr�t C-i�-Attorney {�.e.�wh,1 � 1��9� / M & C: 25-1037 Y �a a a �000�O� � 0 %o"�d o=� o � ►„o° � ,� ..--' r--'�' ASSIGNOR: MBP UNION, LLC, a Delaware limited 1�ia�.i�iTy'company By: . - Name: ,_-'"Michael B. Phillips � �Title: Mana�in� Member /� ASSIGNEE: JACS DFW URE, LLC a D aw�re-I�imited liability company B�� _ — �"��_ '�� ._._� Name: Corev Williams Title: Mana�er STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared Michael B. Phillips, Managing Member of MBP Union, LLC, a Delaware limited liability company, kno� to me to be the person whose name is subscribed to the foregoing instrument, and acknow�dged 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. ,.. -• " GIVEN UNDER MY HAND , AND SEAL OF OFFICE this day of , _2025. �--~ Notary Public in and for '`' ��'�' ��' the Stata�of , �'° ', `'��iETARY ��,. �`� Consent to Assignment of Tax Abatement Agreement #48635 from MBP Union, LLC to JACS DFW URE, LLC Approved by M&C 25-1037 on November 11, 2025 \ STATE OF `�, Np�t�\ `�� § COUNTY OF (��,�r,��f § BEFORE ME, the undersigned authority, on this day personally appeared Corey Williams, Member of JACS DFW URE, 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 JACS DFW URE, LLC. -�, GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of `. . � r ��, ,��.� , 2025. `��t��iii , � ``� � � / �� , �, -. l � � `. ; �.��.....R(�'�,� ` < .� O . �S N . L- •� sto •• Notary Public irb and for � V; �o`��OTqpy 9N.� � the State of - � � �,� - — n:�. � �'�`� � =z:� �•� i�� , % �'t �OUB1.�G ,� : O � � � '�.°A e �� C�� j '�� .VARY ? .�' �� /��'''F CO; �, ; ``�� Consent to Assignment of Tax Abatement Agreement #48635 from MBP Union, LLC to JACS DFW URE, LLC Approved by M&C 25-1037 on November 11, 2025 4 M&C Revie�v Official site of the City of Fort Worth, Texas r � i � �� Create New From This M&C DATE: 11/11/2025 REFERENCE **M&C 25- NO.: 1037 CODE: C TYPE: CONSENT LOG NAME: PUBLIC HEARING: 19RACESTREETASSIGN3 NO SUBJECT: (CD 11) Authorize Execution of Consent to Assignment of City Secretary Contract No. 48635, a Tax Abatement Agreement with MBP Union, LLC to JACS DFW URE, 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 MBP Union, LLC, to JACS DFW URE, 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, assigned to affiliate, Criterion Race Street I, LLC, and subsequently assigned to MBP Union, LLC (Company) related to the construction of a mixed use project with 152 residential units located at 2900 Race Street in Neighborhood Empowerment Zone Area Four (Mayor and Council Communication (M&C) C-27846, M&C C-28252, M&C 19-0148 and 21- 0004) City Secretary Contract No. 48635 as amended by City Secretary Contract No's. 48635- CA1, 48635-CA2 and 48635-A1. The Company now wishes to sell the development to JACS DFW URE, 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 development of this project. The mixed-use project is located in COUNCIL DISTRICT 11. 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 $804,000.00 in property tax revenue may occur over the next four years left in the abatement period from 2026 to 2029. 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. TO I Fund � Department ( Account I Project I Program � Activity ( Budget I Reference # I Amount I http://apps.cf�vnet.org/council�acket/mc_revie�v.asp?ID=33900&councildate=ll/ll/2025[12/1/2025 1:17:26 PM] M&C Review � � ID �� Year �(Chartfield 2) � � FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID I Year (Chartfield 2) I Submitted for City Manaqer's Office by: Dana Burghdoff (8018) Oriainatina Department Head: Kacey Thomas (8187) Additional Information Contact: Sarah Odle (7316) ATTACHMENTS Executed TA Contract 48635.bdf (Public) Form 1295 - JACS DFW.pdf (CFW Internal) RACE STREET PROJECT MAP.odf (Public) Tax Abatement Calculation Sheet - 4 years.pdf (Public) http://apps.cfwnet.org/council�ackedmc_review.asp?ID=33900&councildate=ll/11/2025[12/1/2025 1:17:26 PM] CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. JACS DFW URE, LLC Dover, DE United States 2 Name of governmental entity or state agency ihat is a party to the contract for which the form is being filed. City of Fort Worth FORM 129 'rJ 1af1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2025-1369179 Date Filed: 09/26/2025 Date Acknowledged: g Provide the identification number used by the governmental entiry or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 48635 Tax Abatement (assignment) 4 Adlerstein, Ari Simpson, Josh Williams, Corey Adlerstein, Samuel Name of Interested Party 5 Check only if there is NO Interested Party. ❑ City, State, Country (place of business) Philadelphia, PA United States New Rochelle, NY United States Atlanta, GA United States Los Angeles, CA United States Nature of interest (check applicable) Controlling Intermediary X � � � 6 UNSWORN DECLARATION My name is Samuel Adlerstein , and my date of birth is My address is 248 S DETROIT ST Los Angeles , CA 90036 USA (city) (state) (zip code) (country) I declare under penalry of perjury that the foregoing is true and correct. Executed in Los Angeles counry, State of California , on the � 2 day ot �anuary 20 25 (month) (year) Forms provided by Texas Ethics Commission �'.�'C�� ,�Q Signature of authorized agent of contracting business entiry (Declarant) www.ethics.state.tx.us Version V4.1.O.f10dOfd8 FORTW�RTHo � City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name JACS DFW URE, LLC Subject of the Agreement: Consent to Assignment of Tax Abatement Agreement CSC 48635 M&C Approved by the Council? " Yes B No ❑ Ifso, the M&C »aust be atiached to the co�7b�act. Is this an Amendment to an Existing contract? Yes 8 No 8 If so, provide the originul coi7tract ��im�ber nj�d the an�encl»aerrt rrarn�bei�. Is the Contract "Permanent"? *Yes ❑ No 8 If zrnszn�e, see back page,for permm�ent contrnct listif�g. Is this entire contract Con�dential? *Yes ❑ No 8 If only specific info�•mation is Coi�fide��lial, plecrse Lrst ii�hcrt i��f'or»�atioi7 rs Cor7fidej�tiul n��d the page it is located. Effective Date: 12/1s/25 If c�iffererrt fi�om the approval date. Expiration Date: 12/31/29 If applicable. Is a 1295 Form required? �` Yes 8 No ❑ �If so, please enstn•e it is attacl�ed to the npprovi��g M&C o�� aftnched to the contract. Project Number: Ifappl�cable. �`Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No 8 Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Irtdicates tl�e information is rec�tri��ed and if the information is not p��ovided, the contr•act will be ��etan�ned to the depa�•tment. - _ - _ ,_ ., , _.:-. -=;:+-.__. _'`��_';��_:.f:�