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HomeMy WebLinkAboutContract 47487 CITY SECRE'lWgI W7 CONTRACT$O. TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD �E9 g 2a 0 EMPOWERMENT ZONE This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through David Cooke, its duly authorized City Manager, and FW Bluff Land, L.P., ("Owner"), of property located at Lot 1, Block 1R, and Lot 1, Block 2R, Scenic Village, an Addition to the City of Fort Worth, Tarrant County, Texas, being a replat of Lots 1 and 2, B.M.Adams Subdivision, as recorded in Volume 975, Page 19, Deed Records, Tarrant County, Texas. The City Council of the City of Fort Worth ("City Council') hereby fmds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. Chapter 378 of the Texas Local Government Code allows a municipality to create a neighborhood empowerment zone if the municipality determines that the creation of the zone would promote: (1) the creation of affordable housing,including manufactured housing in the zone; (2) an increase in economic development in the zone; (3) an increase in the quality of social services, education, or public safety provided to residents of the zone; or (4) the rehabilitation of affordable housing in the zone. B. Chapter 378 of the Texas Local Government Code provides that a municipality that creates a neighborhood empowerment zone may enter into agreements abating municipal property taxes on property in the zone. C. On July 31, 2001, the City Council adopted basic incentives for property owners who own property located in a Neighborhood Empowerment Zone, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, titled "Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were readopted on May 19,2015 (Resolution No. 4455). D. The NEZ Incentives contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the"Code"). OFFICIAL RECORD CITY SECRETARY Page 1 of 17 �, �®R•rl"1 TX Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 E. On April 5, 2011, the Fort Worth City Council adopted Ordinance No. 19641 (the "Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No.38" City of Fort Worth, Texas (the "Zone") and adopted Resolution No.3981 establishing "Designation of the Six Points Area as a Neighborhood Empowerment Zone" (the "NEZ"). F. Owner owns certain real property located entirely within the NEZ and that is more particularly described in Exhibit "I", attached hereto and hereby made a part of this Agreement for all purposes (the"Premises"). G. Owner or its assigns plans to construct the Required Improvements, as defined in Section 1.1 of this Agreement, on the Premises to be used as a residential unit/apartment complex (the "Project"). H. On May 15, 2015, Owner submitted an application for NEZ incentives and tax abatement to the City concerning the contemplated use of the Premises (the "Application"), attached hereto as Exhibit"2" and hereby made a part of this Agreement for all purposes. I. The contemplated use of the Premises, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the Policy Statement,the Resolution and other applicable laws, ordinances, rules and regulations. J. The terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the NEZ Incentives. K. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements. Owner shall construct, or cause to be constructed, on and within the Premises certain improvements consisting of a 276 unit multi-family apartment complex, more or less (i) consisting of nineteen (19) three (3)- story apartment buildings with a mix of units and (ii) having Construction Costs, excluding land, upon completion of$30,300,000.00 including site development costs (collectively,the "Required Improvements")but such Construction Costs shall be reduced by any construction cost savings. The type, number and details of the Required Improvements are described in Exhibit "3". After construction of the Required Page 2 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 Improvements is complete Owner shall provide a copy of the final construction invoices to City. The invoices shall then be attached and made a part of this Agreement and shall be labeled Exhibit "4". Minor variations, and more substantial variations if approved in writing by both of the parties to this Agreement, in the Required Improvements from the description provided in Exhibit "3" shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"3". 1.2. Construction Costs. "Construction Costs" shall mean site development costs (including demolition and environmental abatement), hard construction costs (including public easement/roadway and utility improvements); contractor fees; the costs of supplies and materials; engineering fees; architectural fees; and other professional fees (including legal and the costs associated with the financing of the Required Improvements, but not including loan interest or legal fees associated with negotiation of this agreement); and development fee and permitting fees expended directly in connection with the Required Improvements. The City recognizes that Owner will request bids and proposals from various contractors in order to obtain the lowest reasonable price for the cost of the Required Improvements. In the event that bids and proposals for the Required Improvements are below $30,300,000.00 in Construction Costs for work substantially the same as that provided in Exhibit "3" and otherwise described in this Agreement, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default for its failure to expend at least $30,300,000.00 in Construction Costs, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. The final site plan shall be in substantially the same form as the site plan submitted and attached as Exhibit "3 '. Minor variations, and more substantial variations if approved in writing by both parties to this Agreement, in the Required Improvements from the description provided in the Application for Tax Abatement shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit «3» 1.3. Completion Date of Required Improvements. Owner covenants that the Required Improvements will be completed within thirty-six (36) months from the last to occur of the date of both parties' execution of this Agreement and Council approval. The Abatement (hereinafter defined) will automatically terminate two years after Council approval of the tax abatement if a building permit has not been pulled and a foundation has not been poured, unless delayed because of force majeure, in which case the two years shall be extended by the number of days comprising the specific force majeure. For Page 3 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots and material or labor restrictions, but shall not include construction delays caused due to purely financial matters, such as, without limitation, delays in the obtaining of adequate financing. 1.4. Use of Required Improvements/Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be used in accordance with the description of the Project set forth in the Exhibit "3". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 1.5. Property Maintenance. Owner covenants to ensure high quality management and maintenance of the Premises for the duration of the abatement, that each building in the development is suitable for occupancy, taking into account local health, safety, and building codes, and that Owner will comply with all building codes requirements imposed by the state or local government unit responsible for making building code inspections. If a violation report or notice is issued by the governmental unit, the Owner must provide to City either a statement summarizing the violation report or notice or a copy of the violation report or notice, and in addition, the Owner must state whether the violation has been corrected. Failure to maintain property as described above will constitute an Event of Default and Tax Abatement will be terminated. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City hereby grants to Owner a real property tax abatement on the Premises, the Required Improvements, as specifically provided in this Section 2 ("Abatement"). 2.1. Amount of Abatement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Premises, the Required Improvements, over their values in January 2016, after demolition of the existing improvements and this amount is $0.00 the year in which this Agreement was entered into, and certain guidelines set forth in this Section 2. The Abatement shall be one hundred percent (100%) of the increase in value of Page 4 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 the Premises due to construction of the Required Improvements and shall not apply to taxes on the land, nor shall the Abatement apply to mineral interests. 2.1.1. Abatement Based on Construction Costs, Payment to Fort Worth HousinLy Finance Corporation and ADA Accessible Housiniz Units. Owner shall receive a 100 percent (%) Abatement for 5 years on the improvement value, not including the value of the land, if Owner meets all of the following requirements: 2.1.2.1 Spends at least$30,300,000.00 on Construction Costs of the Required Improvements (including, but not limited to, site development costs) and; 2.1.2.2 Pays the Fort Worth Housing Finance Corporation (FWHFC) an annual sum equal to $200.00 for each rental residential unit located on the Premises which is subject to the Abatement. This annual payment will be due on or before April 1 of each year in which an Abatement is granted. Failure to pay the annual payment to the FWHFC when due will result in the forfeiture of the entire Abatement for the tax year in which payment was due. In addition, thirteen(13) of the units shall be compliant with the Americans with Disability Act (ADA) and fully accessible, and five (5) of the units shall be fully accessible to persons with sensory impairments. The maximum percentage of Abatement available to Owner under this Section 2.1. is 100 percent (100%) of taxes otherwise due. Owner shall not be eligible for any of the Abatement under this Section 2.1. unless Owner meets all the requirements set forth in all subsections in the paragraphs above. In addition, if the total Construction Costs of the Required Improvements are less than as provided in Section 1.1 of this Agreement, Owner will be ineligible to receive the Abatement under this Section 2.1.2.1, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.2. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based on the increase in value of the Improvements but excluding value attributed to the land, up to a maximum of$45,450,000.00 or 150%of the Construction Costs, whichever is greater. Page 5 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 2.3. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.4. Terms. January 1 of the year following the year in which a final certificate of occupancy is issued for the Required Improvements will constitute the start of auditing for compliance of this Agreement ("Compliance Auditing Term"). Taxes will not be abated during the first year of the Compliance Auditing Term. The term of the Abatement benefit(the "Term") shall begin on January 1 of the year following the year that the Compliance Auditing Term begins (the "Abatement Beginning Date"). Unless sooner terminated as herein provided, the Term and the Compliance Auditing Term shall end on the December 31 st immediately preceding their respective fifth (5th) anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. 2.5. Abatement Application Fee. The City acknowledges receipt from Owner of the required Abatement application fee of one percent (.5%) of Project's estimated cost, not to exceed $2,000. The application fee shall not be credited or refunded to any parry for any reason. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Premises. Between the execution date of this Agreement and the last day of the Term, at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Premises in order for the City to inspect the Premises and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. The City shall have the right, at its expense, to audit the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement. Owner shall make all Records available to the City on the Premises or at another location in the City during normal business hours and following Page 6 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Provision of Information. On or before each February 1 during the Compliance Auditing Term, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include,but not be limited to,the following: 3.3.1. The number and dollar amounts of all the Construction Costs and subcontracts awarded on the Project. 3.3.2. Evidence of the Annual payment to the FWHFC of $200.00 for each rental residential unit located on the property, and compliance with the required ADA units . Owner shall supply any additional information requested by the City in its evaluation of Owner's compliance with each of the terms and conditions of this Agreement. Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term and shall notify Owner of such decision and ruling. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Tern. 4. EVENTS OF DEFAULT. 4.1. Defined. Owner shall be in default of this Agreement if (i) any of the covenants set forth in Section 1 and 2 of this Agreement are not met; or (ii) ad valorem real property taxes with respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Premises, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 2.1 of this Agreement, Owner breaches any of the other terms or conditions of this Agreement (collectively, each an "Event of Default"). Page 7 of 17 NEZ Tax Abatement with FW Bluff Land, L.P. Approved by M&C C-27599,January 12,2016 4.2. Notice to Cure. Subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have ninety (90) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than one hundred eighty (180) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damazes. If an Event of Default has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Premises and in the vicinity of the Premises; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and(iii) otherwise harm the City, and Owner agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall pay the City, as liquidated damages all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest(currently, Section 33.01 of the Code). 4.4. Termination at Will. Page 8 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599, January 12,2016 If the City and Owner mutually determine that the development or use of the Premises or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 4.5. Sexually Oriented Business & Liquor Stores or Packalle Stores. a. Owner understands and agrees the City has the right to terminate this agreement, without cause, if the Project contains or will contain a sexually oriented business. b. Owner understands and agrees that the City has the right to terminate this agreement, without cause, as determined in City's sole discretion if the Project contains or will contain a liquor store or package store. 5. INDEMNIFICATION. Owner understands and agrees that the City is not sponsoring the Project or creating any kind of partnership or joint venture with Owner with regard to the Project, including, but not limited to, the construction of the Required Improvements. It is expressly understood and agreed that Owner shall operate as an independent contractor as to all aspects of the Project, and not as an agent or representative the City. OWNER, AT OWNER'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT (i) CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF OWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS,AND (ii) ARISING OUT OF, OCCASIONED BY OR RELATED TO THE PROJECT OR THE CONSTRUCTION OF THE REQUIRED IMPROVEMENTS OR ANY OTHER PERFORMANCE OF THIS AGREEMENT. Page 9 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 6. EFFECT OF SALE OF PREMISES. Owner 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, Owner provides the City 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. For purposes of this Agreement, an "Affiliate" means all entities, incorporated or otherwise, under direct or indirect common control with Owner, controlled by Owner or controlling Owner. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Owner may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Any attempted assignment without the City Council's prior written consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice from the City to Owner. In no event shall the abatement term be extended in the event of a subsequent sale or assignment. 7. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Owner: City of Fort Worth FW Bluff Land, L.P. Attn: City Manager 14160 N. Dallas Pkwy,#750 1000 Throckmorton Dallas,Texas 75254 Fort Worth, Texas 76102 Attn: Pretlow Riddick And and Neighborhood Services Department Harris, Finley&Bogle, P.C. Attn: Director Attn: Dee S. Finley, Jr. 1000 Throckmorton 777 Main Street, Suite 1800 Fort Worth, Texas 76102 Fort Worth, Texas 76102 Page 10 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 8. MISCELLANEOUS. 8.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 8.2. Conflicts of Interest. Neither the Premises nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing units in the Zone. 8.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit"Y',the body of this Agreement shall control. 8.4. Future Application. A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. 8.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. C-27599 on January 12, 2016, which, among other things, authorized the City Manager to execute this Agreement on behalf of the City. 8.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include,but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to Page 11 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 8.7. Owner Standing. Owner shall be deemed a proper and necessary parry in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions or City Council actions authorizing this Agreement and Owner shall be entitled to intervene in any such litigation. 8.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. 8.9. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8.10. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 8.11. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [SIGNATURES FOLLOW ON NEXT PAGE] Page 12 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 CITY OF FORT WORTH: By: LIOI/- Fernando Costa Assistant City Manager FW Bluff Land, LP, a Delaware Limited Partnership By: CD Oakhurst Land GP, LLC, a Delaware limited liability company, its managing general partner B . Y Name: Pretlow Riddick Title: Governiniz Person voRr ATTEST: O �0 � op V By: C4 Secretar0000°00 SEX APPROVED AS TO FORM AND LEGALITY: By: A Melinda Ramos Sr. Assistant City Attorney M & C: C-27599 OFFICIAL RECORD CITY SECRETARY Page 13 of 17 FT.WORTH, TX NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 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 resolution 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 8 day of 52016. c Notary Publi in an or the State of Texas LTRIKINYA L. JOHNSON�' blic,Stote of Texosmmission Expirespril 11, 2018 STATE OF TEXAS § COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared Pretlow Riddick, Governing Person of CD Oakhurst Land GP, LLC, as Managing General Partner of FW Bluff Land, L.P., a Delaware limited partnership, 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 FW Bluff Land, L.P.. UNDER MY HAND AND SEAL OF OFFICE this H4tay of 2016. , ,wa�ilAeeeaAe,esyApAgAAAA4AAAAA -010 =o�PRvu�U' ROBIN LEE HAW i My Corniniwsion Eypires Notar blic in and for "rr� r3� sRta ,�ar c�,2ois �Yy yViV0YV47POPiY6W'96PYOFYYii Wi'YIOYVW the State of Texas Page 14 of 17 NEZ Tax Abatement with FW Bluff Land, L.P. Approved by M&C C-27599,January 12, 2016 Exhibit 1: Property Description Exhibit 2: Application: (NEZ) Incentives and Tax Abatement Exhibit 3: Project description including kind, number, and details of the proposed improvements. Exhibit 4: Final Construction Invoices (to be attached after completing construction of Required Improvements) Page 15 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 Exhibit 1 Property Description Lot 1, Block 1R, Lot 1, Block 2R, Scenic Village, an Addition to the City of Fort Worth, Tarrant County, Texas, being a replat of Lots 1 and 2, M. Adams Subdivision, as recorded in Volume 975, Page 19, Deed Records, Tarrant County, Texas Page 16 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. Approved by M&C C-27599,January 12,2016 Exhibit 2 FORT WURTH. AppkationNo. CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE (NEZ) PROGRAM PROJECT CERTIFICATION APPLICATION I. APPLICATION CHECK LIST - Please submit the following documentation: ❑ A completed application form ❑ A list of all properties owned by the applicant,owner,developer,associates,principals,partners,and agents in the Citv Fort Worth ❑ Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the application fee is$25.00.For multifamily,commercial,industrial,community facilities,and mixed-use tax abatement applications: 0.5%of the total Capital Investment of the project,with a$200.00 minimum and not to exceed$2,000.00;For residential tax abatement applications:$100.00 per house. ❑ Proof of ownership,such as a warranty deed,affidavit of heirship,or a probated will OR evidence of site control,such as option to buy(A registered warranty deed is required for tax abatement application.) ❑ Title abstract of the property(only if applying for release of City liens) ❑ A reduced 11x17 floor plan,site plan,and site elevation with a written detailed project description that includes a construction time line ❑ A detailed line item budget showing the cost breakdown for the project ❑ Copy of Incorporation Papers noting all principals,partners,and agents if applicable ❑ Reauired-Meet with the Councilmember and Neighborhood&other Organizations representing the NEZ as outlined in the Public Notice requirement of the NEZ Policy and Guidelines revised February 5,2014 or followed guidelines of NEZ Strategic Plan if a Strategic Plan is in place for the specific NEZ. ❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development Corporation(For projects located in Woodhaven NEZ only) INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED DOCUMENTS SHOWN IN THE ABOVE CHECKLIST ARE SUBMITTED WITHIN 30 DAYS OF THE DATE OF APPLICATION. YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY. IT TAKES 60 TO 90 BUSINESS DAYS TO COMPLETE THE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER THE ISSUANCE OF NEZ CERTIFICATION DEPENDING ON THE COMPLEXITY OF YOUR PROJECT. ALL BUILDING PERMITS MUST BE PULLED WITHIN THE 12 MONTH PERIOD THAT CERTIFICATION WAS APPROVED,OR WITHIN THE 12 MONTH PERIOD THAT THE TAX ABATEMENT WAS APPROVED,OR YOU WILL BE REQUIRED TO RE-APPLY FOR NEZ INCENTIVES. II. APPLICANT/AGENT INFORMATION 1. Applicant: FW Bluff Land, L.P. 2. Contact Person: Brandon Hancock 3. Address: 14160 N Dallas Pkwy., Suite 750 Dallas TX 75254 Street City State Zip 4. Phone no.: 214.393.4116 5. Fax No.: 214.393.4110 6. Email: bhancock@criteriondp.com 7. Agent(if any) 8. Address: Street City State Zip 9. Phone no.: 10. Fax No.: 11. Email: Revised July 23,2014 1 i i s FORT SORT Application No. PROJECT ELIGIBILITY 1. Please list the addresses and legal descriptions of the project and other properties your organization owns in Fort Worth. Attach metes and bounds description if no address or legal description is available. Attach a map showing the location of the project. Table 1 Property Ownership Address Zip Code Project Location) Subdivision Name Lot No. Block No. See Attachment Other properties owned in the City of Fort Worth -continue on a separate sheet and attach if necessary. See Attachment 2. For each property listed in Table 1,please check the boxes below to indicate if: • there are taxes past due;or • there are City liens;or • You (meaning the applicant, developer, associates, agents, principals) have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five years. Table 2 Property Taxes and City Liens Property City Liens on Property Address Taxes Weed Board-up/Open Demolition Paving Order of Due Liens Stucture Liens Liens Liens Demolition ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ EJ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ (Please attach additional sheets of paper as needed.) If there are taxes due or liens against any property in the City of Fort Worth you may not be eligible for NEZ incentives Revised July 23,2014 2 FORT WORTH Application No. 3. Do you own other properties under other names? ©Yes❑No If Yes,please specify See Table I Attachment 4. Does the proposed project conform with City of Fort Worth Zoning? 0 Yes ❑No If no,what steps are being taken to insure compliance?passed zoning commission on 04.08.15,city council hearing is 04.14.15 5. 1Project ❑ 0 ❑ ❑ ❑ ❑ Type: Single Family Multi-Family Commercial Industrial Community Facilities Mixed-use ❑Owner Occupied 0 Rental Property 6. Please describe the proposed residential or commercial project:250 multifamily residential units in phase I of the development,A mix of building styles including town homes,apartment buildings and smaller scale buildings. 7. If your project is a commercial,industrial,or mixed-use project,please describe the types of businesses that are being proposed: N/A 8. Is this a new construction or rehab project? 1 New Construction ❑Rehab 9. How much is the total development cost of your project? $30,000,000.00 10. Will the eligible rehabilitation work* be equal to at least 30% of the Tarrant Appraisal District (TAD)assessed value of the structure during the year rehabilitation occurs? ❑✓ Yes ❑No *Eligible rehabilitation includes only physical improvements to real property. It does NOT include: Front yard fencing consisting of chain-link or solid material construction;personal property such as furniture, appliances,equipment,and/or supplies.Total eligible rehabilitation costs shall equal to or exceed 30%of the TAD appraised value of the structure during the year rehabilitation occurs. 11.How much is the total square footage of your project? 237,000 square feet *If applying for a tax abatement please answer questions 12—16.If not skip to part III Incentives 12.For a single-family homeownership, mixed-use, or multi-family development project, please f111 out the number of residential units based on income range of owners or renters in the following table. Table 3 Number of Residential Units and Income Range of Owners or Renters Number of Units Percentage Income Range >80%of AMFI** 250 100% At or below 80%of AMFI Total Units **AMFI:Area Median Family Income. Please see attachment for income and housing payment guidelines. 13. For a multifamily proiect to be qualified for tax abatement, at Ieast 20% of total units shall be affordable to families at or below 80% of AMFI. Check the box if you are requesting a waiver of this requirement. ❑i/ 14. For a commercial, industrial or community facilities project, indicate square footage of non- residential space. Commercial Industrial Community Facilities N/A square feet NIA square feet N/A square feet Revised July 23,2014 3 FORT WORM Application No. I 15. How much will be your Capital Investment"* on the project?Please use the following table to provide the details and amount of your Capital Investment(Attached additional sheets if necessary). Table 4 Itemized Budget of the Project �. Items Amount Notes Construction Budget $20,000,000.00 Total ***Capital Investment includes only real property improvements such as new facilities and structures,site improvements,facility expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing improvements,or personal property(such as machinery,equipment and/or supplies or inventory). 16. For a commercial, industrial,community facility or mixed-use project,how many employees will the project generate? 17. For a mixed-useyroiect,please indicate the percentage of all uses in the project in the following table. Table 5 Percentage of Uses in a Mixed-Use Project Type Square Footage Percentage Residential Office Eating Entertainment Retail sales Service Total IH. INCENTIVES - What incentives are you applying for? Municipal Property Tax Abatements Must provide Final Plat Cabinet and Slide for Tax Abatement Cabinet Slide ❑ 5 years JZ More than 5 years ❑Residential owner occupied ✓❑Residential Rental Property ✓❑Apartments(5 plus units) ❑ Commercial Development Fee Waivers Q All building permit related fees(including Plans Review and Inspections) ❑J Plat application fee(including concept plan,preliminary plat,final plat,short form replat) ✓❑ Zoning application fee 0 Board of Adjustment application fee ❑✓ Demolition fee ✓❑ Structure moving fee n Community Facilities Agreement(CFA)application fee Q Street and utility easement vacation application fee Impact Fee Waivers -The maximum water/wastewater impact fee waiver amount for a commercial,industrial,mixed- use,or community facility development project is equivalent to the water/wastewater impact fee of two 6-inch meters ❑✓ Water (Meter Size __ ) (No.of meters ©Transportation Release of City Liens ❑ Weed liens ❑paving liens ❑Board up/open structure liens ❑Demolition liens Revised July 23,2014 4 i i FoRT QRTH AppheationNo. III. ACKNOWLEDGMENTS I hereby certify that the information provided is true and accurate to the best of my knowledge. I hereby acknowledge that I have received a copy of NEZ Basic Incentives,which governs the granting of tax abatements,fee waivers and release of City liens, and that any VIOLATION of the terms of the NEZ Basic Incentives or MISREPRESENTATION shall constitute grounds for rejection of an application or termination of incentives at the discretion of the City. I understand that the approval of fee waivers and other incentives shalt not be deemed to be approval of any aspect of the project. I understand that I am responsible in obtaining required permits and inspections from the City and in ensuring the project is located in the correct zoning district. I understand that my application will not be processed if it is incom Tete. I agree to provide any additional information for determining eligibility as requested by the City, r W. Pretlow Riddick , (PRINTED OR TYPED NAME) (AUTHORIZED SIGNATURE) (DATE) Please mail or fax your application to: City of Fort Worth PIanning and Development Department 1000 Throclanorton Street,Fort Worth,Texas 76102 Tel: (817)392-2222 Fax: (817)392-8116 Electronic version of this form is available on our website. For more information on the NEZ Program,please visit our web site at www.fortworthgov.org/planninganddevelopment For Office Use Only Application No. In which NEZ? Council District Application Completed Date(Received Date): Conform with Zoning? ❑Yes ❑No Type? ❑SF ❑Multifamily ❑Commercial ❑Industrial ❑Comrnrmity,facilities ❑Mixed-Use Construction completion date? ❑Before NEZ Q After NEZ Ownership/Site Control ❑Yes❑No TAD Account No. Consistent with the NEZ plan? ❑Yes ❑No Meet affordability test? ❑Yes ❑No Minimum Capital Investment? Q Yes ❑No Rehab at or higher than 30%? ❑Yes ❑No Meet mixed-use definition? ❑Yes ❑No Tax current on this property? ❑Yes ❑No Tax cturent.on other properties? [l Yes ❑No City liens on this property? City liens on other properties? • Weed liens ❑Yes ❑No • Weed liens ❑Yes ❑No • Board-up/open structure liens ❑Yes ❑No • Board-up/open structure liens Q Yes ❑No • Demolition liens ❑Yes ❑No • Demolition Bens ❑Yes ❑No • Paving liens ❑Yes Q No • Paving liens ❑Yes ❑No • Order of demolition ❑Yes ❑No • Order of demolition ❑Yes ❑No Certified? ❑Yes ❑No Certified by Date certification issued? If not certified,reason Referred to: ❑Economic Development ❑Housing ❑Development ❑Water ❑Code ❑TPW Revised July 23,2014 5 Exhibit 3 Project Description Two Hundred fifty (276) residential unit complex with nineteen(19)three-story buildings containing a mix of the following units: # Unit Sgft 22 Studios 590 - 620 131 1 Bed 590 - 1390 123 2 Bed 904 - 1570 276 Features Pool with sundeck Indoor/outdoor living area Grilling area Pet parkFenced yards on at least 50% of the ground floor unitsCommunity garden plots Leasing office Club room Fitness center Bike storage Postal center with parcel kiosk system Exterior: masonry and cement siding and landscaping with informal amenity areas, including meadow, trails, viewpoints, and mature trees Parking with a mix of garages, carports and open spaces Page 17 of 17 NEZ Tax Abatement with FW Bluff Land,L.P. 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M&C Review Official CITY COUNCIL AGENDA FORTH COUNCIL ACTION: Approved on 1/12/2016 DATE: 1/12/2016 REFERENCE NO.: C-27599 LOG NAME: 19NEZBLUFFS CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with FW Bluff Land, L.P., to Construct a 276 Residential Unit Complex Located at Lot 1, Block 1R and Lot 1, Block 2R, Scenic Village in the Six Points Neighborhood Empowerment Zone and Permit Certain Payments to the Fort Worth Housing Finance Corporation to Satisfy Affordable Housing Requirements (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a five-year Tax Abatement Agreement with FW Bluff Land, L.P., to construct a 276 residential unit complex located at Lot 1, Block 1R and Lot 1, Block 2R, Scenic Village in the Six Points Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone Tax Abatement Policy and Basic Incentives and permit certain payments to the Fort Worth Housing Finance Corporation to satisfy affordable housing requirements. DISCUSSION: FW Bluff Land, L.P. (Property Owner), is the owner of property located at Lot 1, Block 1 R and Lot 1, Block 2R, Scenic Village, an Addition to the City of Fort Worth, Tarrant County, Texas. The property is located within the Six Points Neighborhood Empowerment Zone (NEZ). The Property Owner plans to invest an estimated amount of$30,300,000.00 to construct a 276 residential unit complex (Project). The Neighborhood Services Department reviewed the application and certified that the Project met the eligibility criteria to receive a Municipal Property Tax Abatement. The NEZ Tax Abatement Policy and Basic Incentives includes a five-year municipal property tax abatement on the increased value of improvements to the qualified owner of any new construction or rehabilitation within the NEZ. A multi-family project located in a NEZ must satisfy one of the following for a five-year tax abatement: At least 10 percent of the total units constructed or rehabilitated shall be affordable (as defined by the U.S. Department of Housing and Urban Development) and set aside to persons with incomes at or below 80 percent of area median income based on family size and at least another 10 percent of the total units constructed or rehabilitated shall be affordable (as defined by the U.S. Department of Housing and Urban Development) and set aside to persons with incomes at or below 60 percent of area median income based on family size; or If specifically permitted by the City Council, in its sole discretion and as specified in the Tax Abatement Agreement, pay the Fort Worth Housing Finance Corporation an annual sum equal to $200.00 for each rental residential unit located on the property which is subject to the tax abatement. The Fort Worth Housing Finance Corporation is a housing finance corporation created pursuant to authorization by the City Council of the City of Fort Worth in accordance with http://apps.efivnet.org/counci]_packet/me review.asp?ID=21855&counci]date=1/12/2016[01/13/2016 11:21:23 AM] M&C Review Chapter 394, Texas Local Government Code, to assist in the financing of the costs of residential development and ownership for citizens of decent, safe and sanitary housing at affordable prices. The developer is requesting the option to pay the Fort Worth Housing Finance Corporation the annual sum in lieu of setting aside the affordable units and Staff recommends approval of this request. Upon execution of the Agreement, the total assessed value of the improvements used for calculating municipal property tax will be frozen for a period of five years starting January 2017 at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD) in 2015, after demolition of the existing buildings so the pre-improvement value for tax abatement purposes will be $0.00. The Municipal Property Tax Abatement on the improved value of the Project after construction is estimated in the amount of$259,065.00 per year for a total in the estimated amount of $1,295,325.00 over the five-year period. However, this estimate may differ from the actual tax abatement value, which will be calculated based on the Tarrant Appraisal District appraised value of the property. The Tax Abatement Agreement may be assigned to an affiliate of the Property Owner without the consent of the City Council. If the property is sold to a new owner, other than an affiliate, the Agreement may be assigned only with City Council approval and provided that the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and Basic Incentives. This property is located in COUNCIL DISTRICT 9, Mapsco TAR-63Q. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that approval of the above recommendations will have no material effect on the Fiscal Year 2016 Budget. While no current year impact is anticipated from this action, upon approval, adjusted revenues will be included in the long-term forecast associated with years 2017-2021. M Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year I (Chartfield 2) FROM _ Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating_Department Head: Aubrey Thagard (8187) Additional Information Contact: Sarah Odle (7316) http://apps.cfwnet.org/council_packet/mc review.asp?ID=21855&councildate=1/12/2016[01/13/2016 11:21:23 AM] M&C Review ATTACHMENTS Bluff Site Man for M-C (1.7.16).pdf Elevations.pddf Form 1295 (19NEZBLUFFSLp-df Site Plan.pdf http://apps.cAvnet.org/council_packet/me review.asp?ID=21855&councildate=l/12/2016[01/13/2016 11:21:23 AM] CERTIFICATE OF INTERESTED PARTIES G'a'19 71q G FORM 1295 v` loft OFFICE USE ONLY Complete Nos.i-4 and 6 it there are interested parties. Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entlWs place Certificate Number: of business. 2016-1429 FW Bluff Land,L.P. Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form Is 01/06/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. NZ15-00109 276 unit multifamily development along Oakhurst Scenic Drive between Bird Street and Embrey PI in Fort Worth TX.Receiving 5 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Finley,Dee Fort Worth,TX United States X TPRF I11/Oakhurst Holding GP,LLC Dallas,TX United States X TPRF IIUOakhurst Holding Investor,L.P. Dallas,TX United States X CD Oakhurst Land GP,LLC Dallas,TX United States X CD Oakhurst Land,L.P. Dallas,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT a. I swear,or affirm,under penalty f perjury,that the above disclosure Is true and correct. Imo~—~rtA{Igt11 ; TA72(W TOM t MY GOAAM W.9h t � Signature of authorized agent of contradling bum entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscrilbed before me,by the said Yui -(I C-hAd /`f�A[&= .O is the dgrof✓ �� 20jk to certify which.witriess my hand and seal of office. It KhA'k Sgradae of officer afniriste ft oath Prided name of otTicer adm isknQ oath Tide of officer oath Forms provided by Texas Ef wn Commission vmw.ethics.stabe.tx us Version V1.0.33598