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STATE OF TEXAS §
COUNTY OF TARRANT §
TAX ASATEMENT AGREEMENT
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 Dale
Fisseler, its duly authorized Assistant City Manager, and LANCASTER AVENUE, LTD.
("Developer"), a Texas limited partnership acting by and through J. Waymon Levell, President of
LT Real Estate Corporation, a Texas corporation and Developer�'s sole general partner.
The City Council of the City of Fort Worth ("City Council") hereby finds and the City and
Developer hereby agree that the following statements are true and correct and constitute the basis
upon which the City and Developer have entered into this Agreement:
A. On June 13, 2006, the City Council adopted Resolution No. 3363-06-2006, 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, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the
"Policy"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for
all purposes.
B. The Policy 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").
C. On August 29, 2006, the City Council adopted Ordinance No. 17127-08-2006 (the
"Ordinance") establishing Tax Abatement Reinvestment Zone No. 56, City of Fort Worth, Texas
(the "Zone").
D. Contingent on receipt of the tax abatement set forth herein, Developer is under
contract to purchase certain real property located entirely within the Zone and that is more
particularly described in Exhibit "B", attached hereto and hereby made a part of this Agreement
for all purposes (the "Land") and to renovate and redevelop an existing, deteriorating commercial
and retail shopping center and out-parcel site (the "Out-Parcel Site", as depicted and described in
E�ibit "B").
E. On July 26, 2006 Developer submitted an application for tax abatement to the City
concerning the contemplated use of the Land (the "Application"), attached hereto as Exhibit "C"
and hereby made a part of this Agreement for all purposes.
H. The contemplated use of the Land, the Required Improvements, as defined in
Section 1.1, and the terms of this Agreement are consistent with encouraging „,-�„'
Page 1
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
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Zone and generating economic development and increased employment opportunities in the City,
in accordance with the purposes for creation of the Zone, and are in compliance with the Policy
Statement, the Ordinance and other applicable laws, ordinances, rules and regulations.
I. The terms of this Agreement, and the Land and Required Improvements, satisfy the
eligibility criteria of the Policy.
J. 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 Land is located.
NOW, THEREFORE, the City and Developer, for and in consideration of the terms and
conditions set forth herein, do hereby contract, covenant and agree as follows:
1. DEVELOPER'S COVENANTS.
1.1. Real Property Improvements.
Developer shall expend at least $1,500,000 in Construction Costs to renovate and
redevelop the deteriorating commercial and retail shopping center that currently exists on
the Land (collectively, the "Required Improvements"). The kind, number and location of
the Required Improvements are more particularly described in Ea�hibit "D", attached
hereto and hereby made a part of this Agreement for all purposes. Minor variations 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. For purposes of this
Agreement, "Construction Costs" means Hard Construction Costs and other professional,
development and permitting fees expended directly in connection with the Required
Improvements as well as acquisition costs of the Out-Parcel Site (but not acquisition costs
for any other portion of the Land). For purposes of this Agreement, "Hard Construction
Costs" means site development costs, actual construction costs, including contractor fees,
the costs of supplies and materials, tenant improvements, engineering fees and architectural
fees.
1.2. Completion Date of Required Improvements.
The Required Improvements shall be deemed complete on the date �as of which the
City has issued a temporary certificate of occupancy for all Required Improvements (the
"Completion Date"). Developer covenants and agrees that the Completion Date shall
occur by December 31, 2008, unless delayed because of Force Majeure, in which case the
December 31, 2008 date shall be extended by the number of days comprising the specific
Force Majeure (the "Completion Deadline"). For purposes of this Agreement, "Force
Majeure" shall mean an event beyond Developer's reasonable control, including, without
limitation, acts of God, fires, strikes, national disasters, wars (declared or undeclared),
terrorism, riots, material or labor restrictions, and unreasonable delays by the City in
P age 2
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
issuing any permits with respect to the Required Improvements or inspecting any of the
Required Improvements (taking into account the City's then-current workload with respect
to the issuance of permits or the conducting of inspections), but shall not include
construction delays caused due to purely financial matters involving Developer, such as,
without limitation, delays in the obtaining of adequate financing.
1.3. Use of Land.
Developer covenants that the Required Improvements shall be constructed and the
Land shall be used at all times as a commercial and retail shopping center consistent with
then-current zoning requirements applicable to the Land. In addition, Developer
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. As
a condition precedent to Developer's right to receive any Abatement under this
Agreement, Developer shall place restrictive covenants excluding tattoo parlors, massage
therapy businesses, liquor and package stores and pawn shops from operating on the
Land at any time, which restrictive covenants shall be recorded in the Deed Records of
Tarrant County in a form acceptable to the Ciry.
2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS.
The City will grant to Developer annual property tax abatements on the Land and any
improvements thereon (but not for any taxable tangible personal property located on the Land) for
a period of ten (10) years, as specifically provided in this Section 2 and subject to and in
accordance with this Agreement (collectively, the "Abatement"). The actual amount of the
Abatement granted under this Agreement shall be based upon the increase in value of the Land and
any improvements thereon over their respective values as of January 1, 2006, which is the year in
which this Agreement was entered into, and upon attainment by Developer of certain
employment, contracting and spending benchmarks, as set forth in this Section 2.
2.1. Amount of Abatement.
Subject to Sections 2.2 and 4 of this Agreement, during each year of the Term, the
Abatement granted hereunder may range up to a maximum of one hundred percent
(100%) of the increased value of the Land and any improvements thereon, and shall be
calculated as follows:
2.1.1. Abatement Based on Construction Expenditures (60%).
Developer shall receive a sixty percent (60%) Abatement in each year of
the Abatement Term, as defined in Section 2.5, if by the Completion Date at least
$1,500,000.00 in Construction Costs have been expended for the Required
Improvements. If by the Completion Date less than $1,500,00.00 in Construction
Costs have been expended on the Required Improvements, not only will
Page 3
Tax Abatement Agi•eement between
City of Fort Worth and Lancaster Avenue, Ltd.
Developer be ineligible to receive the sixty percent (60%) Abatement under this
Section 2.1.1, but an Event of Default, as defined and addressed in Section 4,
shall also occur.
2.1.2. Abatement Based on Hard Construction Spendin� with Fort Worth
Companies (IJp to 15%).
Developer shall receive a fifteen percent (15%) Abatement in each year of
the Abatement Term, as defined in Section 2.5, if by the Completion Date at least
(i) 25% of all Hard Construction Costs for the Required Improvements, regardless
of the total amount of such Hard Construction Costs, or (ii) $225,000.00 in Hard
Construction Costs for the Required Improvements, whichever amount is greater,
are spent with Fort Worth Companies (the "Fort Worth Construction
Commitment"). For purposes of this Agreement, "Fort Worth Company"
means a business that has a principal office located within the corporate limits of
the City and that provides the service claimed hereunder from such office.
If the Fort Worth Construction Commitment is not met, Developer will
earn a reduced Abatement percentage in each year of the Abatement Term, which
lesser percentage shall equal the product of 15% multiplied by the percentage by
which the Fort Worth Construction Commitment was met, which will be
calculated by dividing the actual Hard Construction Costs expended for the
Required Improvements by the Completion Date with Fort Worth Companies by
the number of dollars comprising the Fort Worth Construction Commitment, as
determined in the paragraph above. For example, if the Fort Worth Construction
Commitment is $225,000.00 and only $100,000.00 in Hard Construction Costs
were expended by the Completion Date with Fort Worth Companies, the
percentage of Abatement that Developer would earn under this Section 2.1.2
would be 6.67%, which is .15 x[$100,000.00/$225,000.00], or .15 x.444, or
.0667.
2.1.3. Abatement Based on Hard Construction Spending with Fort Worth
Certified M/WBE Companies (Up to 15%)
Developer shall receive a fifteen percent (15%) Abatement in each year of
the Abatement Term, as defined in Section 2.5, if by the Completion Deadline at
least (i) 25% of all Hard Construction Costs for the Required Improvements,
regardless of the total amount of such Hard Construction Costs, or (ii)
$225,000.00 in Hard Construction Costs for the Required Improvements,
whichever amount is greafer, are spent with Fort Worth Certified MIWBE
Companies (the "M/WBE Construction Commitment"). For purposes of this
Agreement, "Fort Worth Certified M/WBE Company" means a business that
(i) has received certification as either a minority-owned ar woman-owned
business enterprise by the North Texas Central Regional Certiiication Agency
(NCTRCA) or the Texas Department of Transportation, Highway Division, and
(ii) has a principal office located within the corporate limits of the City and
Page 4
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
provides the service claimed hereunder from such office. Dollars spent with a
Fort Worth Certified M1WBE Company shall also count as dollars spent with a
Fort Worth Company for purposes of ineasuring Developer's compliance with the
commitment set forth in Section 2.1.2.
If the M/WBE Construction Commitment is not met, Developer will earn
a reduced Abatement percentage in each year of the Abatement Term, which
lesser percentage shall equal the product of 15% multiplied by the percentage by
which the M/WBE Construction Commitment was met, which will be calculated
by dividing the actual Hard Construction Costs expended for the Required
Improvements by the Completion Date with Fort Worth Certified M/WBE
Companies by the number of dollars comprising the M/WBE Construction
Commitment, as determined in the paragraph above. For example, if the M/WBE
Construction Commitment is $225,000.00 and only $100,000.00 in Hard
Construction Costs were expended by the Completion Date with Fort Worth
Certified M/WBE Companies, the percentage of Abatement that Developer would
earn under this Section 2.1.3 would be 6.67%, which is .15 x
[$100,000.00/$225,000.00], or .15 x .444, or .0667.
2.1.4. Abatement Based on Employment (5%).
Developer agrees that if Developer directly employs any individuals in
Full-time Jobs on the Land, at least fifty percent (50%) of such individuals will be
residents of the Central City (the "Central City Employment Commitment").
If in any given year Developer does not directly employ any individuals in Full-
time Jobs on the Land, the Central City Employment Commitment will be
deemed to have been met for that year. If the Central City Employment
Commitment is met in any year of the Compliance Auditing Term, as defined in
Section 2.5, Developer will be eligible to receive a five percent (5%) Abatement
in the following year of the Abatement Term, as defined in Section 2.5. If the
Central City Employment Commitment is not met in any given year, Developer
will not be eligible to earn any of the five percent (5%) Abatement under this
Section 2.1.4. For purposes of this Agreement, a"Full-time Job" means a job
filled by one (1) individual for a period of not less than forty (40) hours per week.
In addition to the Central City Employment Commitment, throughout the
Compliance Auditing Term Developer shall use best efforts to cause at least
twenty (20) Full-time Jobs to be provided on the Land by parties other than
Developer. However, failure for such twenty (20) Full-time Jobs to be provided
on the Land by parties other than Developer shall not cause the Abatement
hereunder to be reduced or withheld,
Page 5
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
2.1.5. Abatement Based on Supply and Service Expenditures with Fort
Worth Companies and Fort Worth Certi�ed M/WBE Companies (LTp
to 2.5% .
Developer shall receive a two and one-half percent (2.5%) Abatement if
during the previous calendar year Developer spent at least twenty-five percent
(25%) of all Supply and Service Expenditures, regardless of the amount of such
Supply and Service Expenditures, with Fort Worth Companies (the "Fort Worth
Supply and Service Spending Commitment"). For purposes of this Agreement,
"Supply and Service Expenditures" means local discretionary funds expended
by Developer for supplies and services used directly in connection with the
operation of the Required Improvements.
If Developer fails to meet the Fort Worth Supply and Service Spending
Commitment in any given year, Developer will earn a reduced Abatement
percentage in the following year of the Abatement Term, which lesser percentage
will equal the product of 2.5% multiplied by the percentage by which the Fort
Worth Supply and Service Spending Commitment was met, which will be
calculated by dividing the actual Supply and Service Expenditures made with Fort
Worth Companies in the previous year by the number of dollars comprising the
Fort Worth Supply and Service Spending Commitment. For example, if in a
given year Developer spent $40,000.00 in Supply and Service Expenditures
(making the Fort Worth Supply and Service Spending Commitment for that year
$10,000,00), and Developer spent only $8,000.00 in Supply and Service
Expenditures with Fort Worth Companies, the percentage of Abatement that
Developer would earn in the following year of the Abatement Term under this
Section 2.1.5 would be 2%, which is .025 x[$8,000.00/$10,000.00], or .025 x.8,
or .02.
2.1.6. Abatement Based on SupUly and Service Expenditures with Fort
Worth M/WBE Companies (Up to 2.5%).
Developer shall receive a two and one-half percent (2.5%) Abatement if
during the previous calendar year Developer spent at least twenty-five percent
(25%) of all Supply and Service Expenditures, regardless of the amount of such
Supply and Service Expenditures, with Fort Worth Certified M/WBE Companies
(the "M/WBE Supply and Service Spending Commitment").
If Developer fails to meet the M/WBE Supply and Service Spending
Commitment in any given year, Developer will earn a reduced Abatement
percentage in the following year of the Abatement Term, which lesser percentage
will equal the product of 2.5% multiplied by the percentage by which the M/WBE
�upply and Seivice Spending Commitment was met, which will be calculated by
dividing the actual Supply and Service Expenditures made with Fort Worth
Certified M/WBE Companies in the previous year by the number of dollars
Page 6
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
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comprising the M/WBE Supply and Service Spending Commitment. For
example, if in a given year Developer spent $40,000.00 in Supply and Service
Expenditures (making the M/WBE Supply and Service Spending Commitment for
that year $10,000.00), and Developer spent only $8,000.00 in Supply and Service
Expenditures with Fort Worth Certified M/WBE Companies, the percentage of
Abatement that Developer would earn in the following year of the Abatement
Term under this Section 2.1.6 would be 2%, which is .025 x
[$8,000.00/$10,000.00], or .025 x .8, or .02.
2.2. Effect of Failure to Meet Section Certain Section 2.1 Commitments; No
Offsets.
Subject to Section 2.1.1, the failure to meet any or all of the numerical
commitments or percentages, as the case may be, for Construction Cost expenditures,
Central City employment, and Supply and Service Expenditures, as set forth in Sections
2.1.2, 2.1.3, 2.1.4, 2.1.5 and 2.1.6, shall result only in the failure to earn an a percentage of
Abatement that would otherwise have been available hereunder, and shall not constitute an
Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and
remedies set forth in Section 4. The failure to meet a particular commitment may not be
offset by exceeding another commitment. In other words, if Developer failed to meet the
M/WBE Construction Commitment, as set forth in Section 2.1.3, by $5,000.00 but
exceeded the Fort Worth Construction Commitment, as set forth in Section 2.1.2, by
$5,000.00, the percentage of Abatement earned by Developer pursuant to Section 2.1.3
would still be reduced in accordance with Section 2.1.3 on account of Developer's failure
to meet the M/WBE Construction Commitment.
2.3. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this
Agreement, Developer's Abatement in any given year shall be based on the increase in
the real property value of the Land and any improvements thereon since January 1, 2006,
up to a maximum of one hundred percent (100%) of $2,250,000.00. In other words, in
any year in which the value of the Land and any improvements thereon exceeds (i) the
value of the Land and any improvements thereon as of January l, 2006 plus (ii)
$2,250,000.00, Developer's Abatement for that tax year shall be capped and calculated as
if the increase in the value of the Land and any improvements thereon since January 1,
2006 had only been $2,250,000.00. For example, and as an example only, if the value of
the Land and any improvements thereon in the sixth year of the Compliance Auditing
Term is $3,000,000.00 over the value of the Land and any improvements thereon as of
January 1, 2006, Developer would receive a maximum real property tax Abatement of
one hundred percent (100%) of $2,250,000.00 in the sixth year of the Abatement Term
and would pay the . full tax on the remaining $750,000.00 value of the Land and
improvements thereon in that tax year.
Page 7
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
2.4. Protests Over Appraisals or Assessments.
Developer shall have the right to protest and contest any or all appraisals or
assessments of the Land and improvements and taxable tangible personal property thereon.
2.5. Terms.
This Agreement shall take effect on the date as of which both the City and
Developer have executed this Agreement and, unless terminated earlier in accordance with
its terms and conditions, shall expire simultaneously upon expiration of the Abatement
Term, as defined below (the "Term"). The percentage of overall Abatement available to
Developer in any given year will be based in part on Developer's compliance with certain
annual commitments pertaining to Central City employment and Supply and Service
Expenditures, as set forth in Sections 2,1.4, 2.1.5 and 2.1.6. The term during which the
City will audit Developer's compliance with such commitments shall commence in the
calendar year following the year in which the Completion Date occurs (the "Compliance
Auditing Term"). The term during which Developer may receive an Abatement shall
begin on January 1 of the year following the first year of the Compliance Auditing Term
(the "Abatement Term"). In other words, taxes will not be abated until the second full tax
year following the calendar year in which the Completion Date occurs. For example, if the
Completion Date occurs in 2008, the Compliance Auditing Term will commence on
January l, 2009 and the Abatement Teim will commence on January l, 2010, meaning that
the first Abatement granted hereunder would be for the 2010 tax year and the last
Abatement would be for the 2019 tax year. Unless this Agreement is terminated earlier in
accordance with its terms and conditions, the Compliance Auditing Term and the
Abatement Term shall end on the December 31 st immediately preceding their respective
tenth (lOth) anniversaries. Nevertheless, information for the last year of the Compliance
Auditing Term shall be submitted as indicated in Section 3.3.
2.6. Abatement Application Fee.
The City acknowledges receipt from Developer of the required Application fee of
one percent (1%) of Required Improvements' estimated cost, not to exceed $15,000.00. If
Developer diligently begins or causes to begin construction of the Required Improvements
on the Land within one (1) year from the date of the Application, this Application fee shall
be creditable in full to the benefit of Developer against any permit, impact, inspection or
other lawful fee required by the City in connection with the Required Improvements, and
any remaining amounts shall be refunded to Developer.
Page 8
Ta� Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
3. RECORDS, AUDITS AND EVALUATION OF REQUIRED IMPROVEMENTS.
3.1. Inspection of Property.
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 Developer, the City shall have and Developer shall provide
access to the Land and any improvements thereon, including the Required Improvements,
in order for the City to inspect the Land and evaluate the Required Improvements to ensure
compliance with the terms and conditions of this Agreement. Developer shall cooperate
fully with the City during any such inspection and/or evaluation. Notwithstanding the
foregoing, Developer shall have the right to require that any representative of the City be
escorted by Developer's security personnel while on the Land.
3.2. Audits.
The City shall have the right to audit the financial and business records of
Developer that relate to the Required Improvements and this Agreement (collectively, the
"Records") at any time during the Compliance Auditing Term and for three (3) years
thereafter in order to determine compliance with this Agreement and to calculate the
correct percentage of Abatement available to Developer. Developer shall make all
Records available to the City on the Land or at another location in the City following
reasonable advance notice by the City and shall otherwise cooperate fully with the City
during any audit. This Section 3.2 shall survive the termination or expiration of this
Agreement.
3.3. Reports and Filin�s.
3.3.1. Plan for Use of Fort Worth Certiiaed M/WBE Companies.
Within ninety (90) calendar days following execution of this Agreement or
prior to the submission of an application by or on behalf of Developer for a building
permit to initiate construction of the Required Improvements, whichever is earlier,
Developer will file a plan with the City as to how the commitments for the use of
Fort Worth Certified M/WBE Companies outlined in this Agreement will be
attained. Developer agrees to meet with the City's M/WBE Office and Minority
and Women Business Enterprise Advisory Committee as reasonably necessary for
assistance in implementing such plan and to address any concerns that the City may
have with such plan.
3.3.2. Monthly Spendin� Reports.
From the date of execution of this Agreement until the Completion Date, in
order to enable the City to assist Developer in meeting its commitment for
construction spending with Fort Worth Certified M/V�BE Companies, Developer
Page 9
Ta� Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
will provide the City with a monthly report in a form reasonably acceptable to the
City that specifically outlines the then-current aggregate Construction Costs
expended by and on behalf of Developer with Fort Worth Certified M/WBE
Companies for construction of the Required Improvements.
3.3.3. Final Construction Spending Report.
Within ninety (90) calendar days following the Completion Date, Developer
will provide the City witli a report in a form reasonably acceptable to the City that
specifically outlines all Construction Costs expended by and on behalf of Developer
for construction of the Required Improvements, together with supporting invoices
and other documents necessary to demonstrate that such amounts were actually
paid by Developer, including, without limitation, fmal lien waivers signed by
Developer's general contractor. This report shall also include actual Construction
Costs expended by and on behalf of Developer for construction of the Required
Improvements with Fort Worth Companies and Fort Worth Certified M/WBE
Companies, together with supporting invoices and other documents necessary to
demonstrate that such amounts were actually paid by or on behalf of Developer to
such contractors.
3.3.4. Emplovment Report.
On or before February 1 following the end of each year of the Compliance
Auditing Term, Developer shall provide the City with a report in a form reasonably
acceptable to the City that sets forth (i) the total number of individuals employed
directly by Developer in Full-time Jobs on the Land; (ii) the total number of
individuals residing in the Central City and employed directly by Developer in
Full-time Jobs on the Land; and (iii) in Developer's best estimation, the total
number of individuals employed by parties other than Developer in Full-time Jobs
on the Land, all as of August 1 of the previous year or such other date mutually
agreeable by and between the City and Developer, together with reasonable
documentation regarding the residency of individuals employed directly by
Developer.
3.3.5. Quarterly Supply and Service Spendin� Report.
Within thirty (30) calendar days following the end of each calendar quarter
of the Compliance Auditing Term, Developer will provide a report to the City in a
form reasonably acceptable to the City that specifically outlines the then-aggregate
Supply and Service Expenditures made in the same calendar year with Fort Worth
Companies and Fort Worth Certified M/WBE Companies. Developer agrees to
meet with the City's M/WBE Office and Minority and Women Business Enterprise
Advisory Committee as reasonably necessary to address any concerns arising from
the report with regard to the M1WBE Supply and Service Spending Commitment
outlined in Section 2.1.6. The City will use the fourth quarter report for each year
of the Compliance Auditing Term to determine the percentage of Abatement earned
Page 10
Tax.Abatement Agreement beriveen
City of Fort Worth and Lancaster Avenue, Ltd.
for the following year that is attributable to the Fort Worth Supply and Service
Spending Commitment and the M/WBE Supply and Service Spending
Commitment, as outlined in Sections 2.1.5 and 2.1.6 respectively.
3.3.6. General.
Developer shall supply any additional information requested by the City
that is pertinent to the city's evaluation of Developer's compliance with each of
the terms and conditions of this Agreement. Failure to provide all infortnation
required by tlzis Section 3.3 sltall coytstitute an Event of Default, as defifzed and
mo��e specifically outlined isi Seciion 4.1.
3.4. Determination of Comuliance.
On or before August 1 following the end of each year of the Compliance Auditing
Term, the City shall make a decision and rule on the actual annual percentage of
Abatement available to Developer for the following year of the Term based on the City's
review of the reports provided pursuant to Section 3.3, the City's audit of the Records and
any inspections of the Land and/or the Required Improvements, and shall notify Developer
in writing of such decision and ruling. If Developer reasonably disagrees with the City's
decision and ruling, Developer shall notify the City in writing within fourteen (14) calendar
days of receipt. In this event, Developer, at Developer's sole cost and expense, may
request an independent third party who is reasonably acceptable to the City to verify the
findings of the City within not more than thirty (30) calendar days following receipt of
Developer's notice to the City, and if any discrepancies are found, the City, Developer and
the independent third party shall cooperate with one another to resolve the discrepancy, If
resolution cannot be achieved, the matter may be taken to the City Council for
consideration in an open public meeting at which both City staff and Developer's
representatives will be given an opportunity to comment. The ruling and determination by
the City Council shall be final and not subject to appeal.
The actual percentage of the Abatement granted for a given year of the Abatement
Term is therefore based upon Developer's compliance with the terms and conditions of this
Agreement during the previous year of the Compliance Auditing Teim. Notwithstanding
the foregoing, once the City makes a decision and ruling as to whether Developer is entitled
to the percentages of Abatement available pursuant to Section 2.1.1, 2.1.2 and 2.1.3,
Developer shall be entitled to the benefits of percentage of Abatement in each year of the
Abatement Term without the necessity of providing any additional information and
documentation or obtaining any additional decision or ruling from the City.
Page 11
Taa: Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
4. EVENTS OF DEFAULT.
4.1. Defined.
Developer shall be in default of this Agreement if (i) any of the covenants set forth
in any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; (ii) ad
valorem taxes on the Land, any improvements thereon or any personal property located
thereon that are owed to the City by Developer become delinquent and Developer 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 2.2,
Developer breaches any of the other terms or conditions of this Agreement (collectively,
each an "Event of Default").
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 Developer that describes the nature of the Event of
Default. If the Event of Default is on due to a breach under Section l.l or Section 1.2 of
this Agreement, the City will have the right to terminate this Agreement immediately. For
any other Event of Default, Developer shall have thirty (30) calendar days from the date of
receipt of this written notice to fully cure or have cured the Event of Default. If Developer
reasonably believes that Developer will require additional time to cure the Event of
Default, Developer shall promptly notify the City in writing, in which case (i) after
advising the City Council in an open meeting of Developer's efforts and intent to cure,
Developer shall have ninety (90) calendar days from the original date of receipt of the
written notice, to cure the Event of Default, or (ii) if Developer reasonably believes that
Developer will require more than ninety (90) days to cure the Event of Default, after
advising the City Council in an open meeting of Developer'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 Pavment of Liquidated Dama�es.
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
upon provision of written notice to Developer. Developer acknowledges and agrees that an
uncured Event of Default will (i) harm the City's economic development and
redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned
and expensive additional administrative oversight and involvement by the City; and (iii)
otherwise harm the City, and Developer 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, Developer 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 Developer agree
that this amount is a reasonable approximation of actual damages that the City will incur as
Page 12
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
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 Developer's ad valorem property tax
appraisal by the appraisal district that has jurisdiction over the Land and over any taxable
tangible personal property located thereon. 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, Developer
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). If this Agreement is
terminated on account of Developer's failure to construct or to cause to be constructed the
Required Improvements in accordance with Sections 1.1 and/or 1.2 of this Agreement, no
liquidated damages will be owed to the City because taxes will not yet have been abated
hereunder.
4.4. Termination at Will.
Developer may terminate this Agreement at any time by providing written notice of
such intent to the City. 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.
5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS.
The Abatement granted hereunder shall vest only in Developer and cannot be assigned to a
new owner of all or any portion of the Land and/or Required Improvements andlor tangible
personal property on the Land subject to Abatement hereunder without the prior consent of the
City Council, which consent shall not be unreasonably withheld provided that (i) the City Council
finds that the proposed assignee is fmancially capable of ineeting the terms and conditions of this
Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of
Developer under this Agreement. Developer may not otherwise assign, lease or convey any of its
rights under this Agreement. Any attempted assignment without the City Council's prior 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 Developer.
6. 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:
Page 13
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
City:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
witlt copies to:
the City Attorney and
Economic/Community Development
DEVELOPER:
Lancaster Avenue LTD.
Attn: J. Waymon Lavell
2331 Gus Thomonasson #126
Dallas, Texas 75228
with a copy to:
Glast, Phillips and Murray
Attn:
Director at the same address James K. Murphev
13355 Noel Road Ste 2200
Dallas, Texas 75240
7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS;
ALL GRANTS SUBJECT TO APPROPRIATION.
This Agreement will be subject to all applicable federal, state and local laws, ordinances,
rules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
8. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of it governmental powers or immunities.
9. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
10. VENUE AND JURISDICTION.
If any action, whether or not real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States Court for the Northern District of Texas — Fort Worth Division.
This Agreement shall be construed in accordance with the laws of the State of Texas.
Page 14
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
11. NO THIRD PARTY RIGHTS.
The provisions of this Agreement are solely for the benefit of the City and Developer, and
any assign or successor of Developer that has satisfied the requirements of Section 5 of this
Agreement, and are not intended to create any rights, contractual or otherwise, in any other person
or entity,
12. FORCE MAJEURE.
In addition to those instances where Force Majeure is addressed elsewhere in this
Agreement, it is expressly understood and agreed that if the performance by either party of any
obligation hereunder is delayed by reason of Force Majeure, the time period applicable to
performance of such obligation shall be extended for a period of time equal to the period of the
specific event of Force Majeure.
13. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against either party, regardless of the actual drafter of this Agreement. In the event of any
conflict between the City's zoning ordinances, or other City ordinances and regulations, and this
Agreement, such ordinances or regulations shall control. In the event of any conflict between the
body of this Agreement and Exhibit "D", the body of this Agreement shall control.
14. BONDHOLDER RIGHTS.
The Required Improvements will not be financed by tax increment bonds. This Agreement
is subject to the rights of holders of outstanding bonds of the City.
15. CONFLICTS OF INTEREST.
Neither the Land 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 unit with jurisdiction in the Zone.
16. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
Page 15
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
17. ENTIRETY OF AGREEMENT.
This Agreement, including any e�ibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and
Developer, 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.
18. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
as of the later date below:
CITY OF FORT WORTH:
By. �>�� ���c-��-�'�.
, 7y��y f Dale Fisseler
' Assistant City Manager
Date
ATTEST:
/ � / _�. �. / �=% C�
By: ., �- + !�D
����� , City S � cretary
Page 16
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
APPROVED AS TO FORM AND LEGALITY:
By: �
Peter Vaky
Assistant City Attorney
M&c: c-2i6�-s �-2y-o6
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LANCASTER AVENUE, LTD:
By: •�'�f'o"if � S�� ��i'i�l�i'�/'tTr��/L' ,
a :� �` � C � ; � `; �,,,- f , -� E r�-- and
its sole general,pa�rtner: ;
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By�� `�� �
� ;Name:,��5 /116'r!/��,F/�
� %� Title: �j���°�e�-7'—
Date: � � �/�% ��� ��
ATTEST/'
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Page 17
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
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STATE OF TEXAS
COUNTY OF TARRANT
0
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BEFORE ME, the undersigned authority, on this day personally appeared Dale Fisseler,
Acting Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation
organized under the laws of the State of Texas, 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 CITY OF FORT WORTH, 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 CITY OF FORT WORTH for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE
JEc��i��lZ ,zoo6.
( �� 2� /) .��(��
Notary Public in and for
the State of Texas
Notary's Printed Name
ANA L. f3RISENO
Not�ry Public
�TAT� OF TEXA�
My Camm, Exp, 01I1612Q07
this �-�N� day of
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STATE OF /� i� � §
COUNTY OF ��-) ����}��,'� §
�� BEFO ME, the undersignad authority, on this day personally appeared
�Ji.
l'G /7��1iiG/_%/��' i�i„� l� ,��_�� c/� iL7`3 ofl�� ��-tt� <I�%�/r°�"�, .��`,:�:;the sole
general partner of LANCASTER AVENUE, LTD. known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for
the purposes and consideration therein expressed, in the capacity therein stated and as the act and
deed of LANCASTER AVENUE, LTD.
GNEN ER MY HAND AND SEAL OF OFFICE this /��'`� day
of � � - % :�� , 2005.
� �i�'�; ��,�- �r
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otary Public in and for
the State of
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` ,,, �` :�s� •. v QEaBIE L. HOBBS
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r°� �l Notary Pubiic
i5, � � A� S1ate af Texas
Notary's Printed Name .s�,. f : �;
. ":�qjF.Of qF,��t h�y Comm. Exp. 06-07-2007
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EXHIBITS
"A" — Tax Abatement Policy
"B" — Map and Legal Description of the Land
"C" — Tax Abatement Application
"D" — Depiction and Description of the Required Improvements
Exhibit "A"
Tax Abatement Policy
Tax Abatement Polic
y
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City of Fort Worth
General Tag Abatement Policy
Effective June 15, 2006 through June 14, 2008
1. GENERAL PROVISIONS.
1.1. Purpose.
Chapter 312 of the Texas Tax Code allows, but does not obligate or require, the City to
grant a tax abatement on the value added to a particular property on account of a specific
development project that meets the eligibility requirements set forth in this Policy. In order for
the City to participate in tax abatement, the City is required to establish guidelines and criteria
governing tax abatement agreements. This Policy is intended to set forth those guidelines and
criteria for persons or entities interested in receiving a tax abatement from the City, This
Policy shall expire on June 14, 2008.
1.2. General Eli�ibility Criteria.
A tax abatement can only be granted to persons or entities eligible for tax abatement
pursuant to Section 312.204(a) of the Texas Tax Code, which persons or entities as of the
efFective date ofthis Policy are (i) the owner of taxable real property located in a tax abatement
reinvesttnent zone; or (ii) the owner of a leasehold interest in real property located in a tax
abatement reinvestment zone. Although the City will consider all applications for tax
abatement that meet the eligibility requirements set forth in this Policy, it is especially
interested in development projects that:
• result in the creation of new full-time jobs for Fort Worth Residents and Central City
Residents; and
• are located in the Central City; and
• result in development with little or no additional cost to the City while producing a
positive economic impact to the tax paying citizens of Fort Worth; and
• have a positive impact on Fort Worth Companies and Fort Worth Certified MIWBE
Companies; and
• promotes quality, affordable housing and/or mixed income development.
1.3. General Exclusions and Limitations.
1.3.1. Lessees of Real Proqerty.
A person or entity seeking tax abatement on real property that is leased from a
third party should be advised that, pursuant to state law, the City can only abate taxes on
the increased value of the taxable leasehold interest in the real property, if any, and the
increase in value of taxable improvements and tangible personal property located on the
real property and subject to the leasehold interest, if any. Before applying for a tax
abatement from the City, such persons or entities should seek professional and legal
guidance, and may wish to consult with the appraisal district having jurisdiction over
the property in question, as to whether their development projects will result in a
taxable leasehold interest in the property and, if so, the anticipated value of that
leasehold interest.
City of Fort Worth General Tax Abatement Policy
Page 1 of 11
1.3.2. Property Located in Neighborhood Empowerment Zones ("NEZs").
The City Council has designated certain distressed areas of the City needing
affordable housing, economic development and expanded public services as NEZs.
Notwithstanding anything that may be interpreted to the contrary, this Policy does not
apply to property located in a NE7,. A person or entity seeking tax abatement on
property owned or leased in a NEZ should refer to the NEZ Policy.
1.3.3. Property Located in Tax Increment Reinvestment Zones ("TIFs").
The City Council has designated certain areas of the City as TIFs. This Policy
does apply to property located in a TIF. However, a person or entity seeking tax
abatement on property owned or leased in a TIF should be advised that state law
requires a TIF's board of directors and the governing bodies of all taxing jurisdictions
contributing tax increment revenue to a TIF to approve a City tax abatement agreement
on property located in that TIF before the agreement can take effect.
1.3.4. Property Located in Enterprise Zones.
The State of Texas has designated certain areas of the City with high
unemployment as enterprise zones. Various economic development incentives are
available to owners of property located in enterprise zones. In accordance with state
law, all property located within an enterprise zone is automatically designated as a tax
abatement reinvestment zone, However, the City typically designates individual tax
abatement reinvestment zone overlays when it wishes to grant tax abatements on
property located in an enterprise zone.
2. DEFINITIONS.
Capitalized terms used in this Policy but not defned elsewhere shall have the following
meanings:
Abatement or Tax Abatement - A full or partial exemption from ad valorem taxes on eligible taxable
real and personal property located in a Reinvestment Zone for a specified period on the difference
between (i) the amount of increase in the appraised value (as reflected on the certified tax roll of the
appropriate county appraisal district) resulting from improvements begun after the execution of a
written Tax Abatement Agreement and (ii) the appraised value of such real estate prior to execution of
a written Tax Abatement Agreement (as reflected on the most recent certiiied tax roll of the
appropriate county appraisal district for the year prior to the date on which the Tax Abatement
Agreement was executed).
Abatement Benefit Term — The period of time speciiied in a Tax Abatement Agreement, but not to
exceed ten (10) years, that the recipient of a tax abatement may receive the Abatement.
Abatement Compliance Term — The period of time specified in a Tax Abatement Agreement during
which the recipient of a tax abatement must comply with the provisions and conditions of the Tax
City of Fort Worth General Tax Abatement Policy
Page 2 of 11
Abatement Agreement and file an annual report with tk�e City which outlines and documents the extent
of the recipient's compliance with such provisions and conditions.
Business. Expansion Project — A project in the square footage of a facility or facilities currently
located in the City will be expanded.
Capital Investment - Only real property improvements such as, without limitation, new facilities and
structures, site improvements, facility expansion, and facility modernization. Capital Investment does
NOT include (i) land acquisition costs; (ii) any improvements existing on the property prior to
execution of a Tax Abatement Agreement; or (iii) personal property such as, without limitation,
machinery, equipment, supplies and inventory.
Central City — A geographic area within the City, defined by the City Council and shown in the map
of E�ibit "A" of this Policy.
Central City Resident — An individual whose principle place of residence is at a location within the
Central City.
Commercial/Industrial Development Project — A development project in which a facility or
facilities will be constructed or renovated on property that is or meets the requirements to be zoned for
commercial or industrial use pursuant to the City's Zoning Ordinance.
CDBG Eligible Area — Any census tract in which fifty-one percent (51%) or more of the residents in
that census tract have low to moderate incomes, as defined by the United States Department of
Housing and Urban Development.
Commitment - An agreed upon amount and/or percentage related to the utilization of Fort Worth
Companies and Fort Worth Certified M/WBE Companies for construction spending on a given project
or for Supply and Service Expenditures and related to the hiring of Fort Worth Residents and Central
City Residents.
Fort Worth Certifed M/WBE Company — A minority or woman-owned business that has a
principal office located within the corporate limits of the City and has received certification as either a
minority business enterprise (MBE) or a woman business enterprise (WBE) by the North Central
Texas Regional Certification Agency (NCTRCA) or the Texas Department of Transportation
(TxDOT), Highway Division.
Fort Worth Company — A business that has a principal office located within the corporate limits of
the City,
Fort Worth Resident — An individual whose principal place of residence is at a location within the
corporate limits of the City.
Mixed-Use Development Project — A development project in which a facility or facilities will be
constructed or renovated such that (i) at least twenty percent (20%) of the total gross floor area will be
used as residential space and (ii) at least ten percent (10%) of the total gross floor area will be used for
office, restaurant, entertainment and/or retail sales and service space.
M/WBE Advisory Committee (MWBEAC) — A committee appointed by the Fort Worth City
Council to review and make recommendations as to Commitments proposed by an applicant for Tax
City of Fort Worth General Taac Abatement Policy
Page 3 of 11
Abatement if any such Commitments contain less than a 25% expenditure with Fort Worth Certified
M/WBE companies for construction spending and for Supply and Service Expenditures and to advise
the City as to the availability of Fort Worth Certified M/WBEs.
Reinvestment Zone — An area designated by the City as a tax abatement reinvestment zone in
accordance with Chapter 312 of the Texas Tax Code.
Residential Development Project — A development project in which a facility or facilities will be.
constructed or renovated as multi-family living units on property that is or meets requirements to be
zoned for multi-family or mixed-use pursuant to the City's Zoning Ordinance.
Supply and Service Expenditures — Discretionary expenditures made as part of normal business
operations on the real property subject to tax abatement, such as, by way of example only, offce
supplies, janitorial supplies and professional services.
Tax Abatement Agreement — A written Agreement that the recipient of a tax abatement must enter
into with the City and that outlines the specific terms and conditions pertaining to and governing the
tax abatement.
3. RESIDENTIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT.
To be eligible for tax abatement under this Policy, a Residential Development Project must meet
all of the criteria set forth in one of the following paragraphs:
3.1. (i) Be located in the Central City; and (ii) Satisfy the Capital Investment and
affordability criteria necessary for a Residential Development Project to be eligible for tax abatement
under the NEZ Policy; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy
(Standard Requirements for Residential Development Projects, Certain CommerciaU Industrial and
Mixed-iJse Development Projects); or
3.2. (i) Be located in a CDBG Eligible Area; and (ii) Have a capital investment of at least $5
million; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard
Requirements for Residential Development Projects and Certain Commercial /Industrial and Mixed-
Use Development Projects); or ,
3.3: (i) Be located outside of the Central City; and (ii) Have a capital investment of at least $5
million; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard
Requirements for Residential Development Projects and Certain CommerciaUIndustrial and Mixed-
Use Development Projects).
In addition, an applicant for a Residential Development Project tax abatement that includes, in
whole or in part, the renovation of one or more existing structures shall provide, as part of the
applicant's Tax Abatement Application, a detailed description and the estimated costs of the
renovations contemplated.
4. COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX
ABATEMENT.
City of Fort Worth General Tax Abatement Policy
Page 4 of 11
To be eligible for tax abatement under this Policy, a CommerciaUIndustrial Development
Project must meet all of the �criteria set forth in one of the following paragraphs:
4.1. (i) Have a minimum Capital Investment of $250,000; and (ii) Be located in the Central
City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the
Central City, or within a CDBG Eligible Area; and (iii) meet all of the Commitments of Section 7 of
this Policy (Standard Requirements For Residential Development Projects, Certain
Commercial/Industrial Development Projects, Mixed-Use Development Projects, And Business
Expansion Projects); or
4.2. (i) Have a minimum Capital Investment of $10 million; and (ii) meet all of the
Commitments of Section 7 of this Policy (Standard Requirements For Residential Development
Projects, Certain CommerciaVIndustrial Development Projects, Mixed-Use Development Projects,
And Business Expansion Projects); or
4.3. (i) Have a minimum Capital Investment of $100 million; and (ii) satisfy additional
requirements that may be set forth by the City on a project-specific basis.
In addition, an applicant for tax abatement on a CommerciaUIndustrial Development Project
that includes, in whole or in part, the renovation of one or more existing structures shall provide, as
part of the applicant's Tax Abatement Application, a detailed description and the estimated costs of the
renovations contemplated.
5. MIXED-USE DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT.
To be eligible for tax abatement under this Policy, a Mixed-Use Development Project must
meet all of the criteria set forth in one of the following paragraphs:
5.1. (i) Have a minimum Capital Investment of $250,000; and (ii) Be located in the Central
City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the
Central City, or within CDBG Eligible Area; and (iii) meet all of the Commitments of Section 7 of this
Policy (Standard Requirements For Residential Development Projects, Certain CommerciaUIndustrial
Development Projects, Mixed-Use Development Projects, And Business Expansion Projects); or
5.2. (i) Have a minimum Capital Investment of $10 million; and (ii) meet all of the
Commitments of Section 7 of this Policy (Standard Requirements For Residential Development
Projects, Certain CommerciaUIndustrial Development Projects, Mixed-Use Development Projects,
And Business Expansion Projects); or
5.3. (i) Have a minimum Capital Investment of $100 million; and (ii) consist of multiple
land uses, whereby no single land use would comprise greater than 40% of the project's land area; and
(iii) emphasize live/work/play opportunities with multi-modal access; and, (iv) satisfy additional
requirements that may be set forth by the City on a project-specific basis.
In addition, an applicant for tax abatement on a Mixed-Use Development Project that includes,
in whole or in part, the renovation of one or more existing structures shall provide, as part of the
applicant's Tax Abatement Application, a detailed description and the estimated costs of the
renovations contemplated.
City of Fort Worth General Tax Abatement Policy
Page 5 of 11
6. BUSINESS EXPANSION PROJECTS FOR EXISTING FORT WORTH BUSINESSES
To be eligible for tax abatement under this Policy, a Business Expansion Project must meet all
of the criteria set forth in on the following paragraphs:
6.1 (i) Be located in the Central City or a CDBG Eligible Area; and (ii) Have been in
business continuously for at least six months prior to the submission of an Application
to the City for Tax Abatement, and (iii) Have a total real and personal property
investment of at least $250,000; and (iv) Meet all of the Commitments set forth in
Section 7 of this Policy (Standard Requirements For Residential Development Projects,
Certain CommerciaUIndustrial Development Projects, Mixed-Use Development
Projects, And Business Expansion Projects); or
6:2 (i) Be located outside of the Central City and CDBG Eligible Area and (ii) Have been in
business continuously for at least fve years prior to the submission of an Application to
the City for Tax Abatement, and (iii) Have a total real and personal property investment
of at least $10 million (a minimum Capital Investment of $1 million) and (iv) Meet all
of the Commitments set forth in Section 7 of this Policy (Standard Requirements For
Residential Development Projects, Certain Commercial/Industrial Development
Projects, Mixed-Use Development Projects, And Business Expansion Projects)
improvements.
7. STANDARD REQUIREMENTS FOR RESIDENTIAL DEVELOPMENT PROJECTS,
CERTAIN COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS, MIXED-
USE DEVELOPMENT PROJECTS, AND BUSINESS EXPANSION PROJECTS.
To be eligible for property tax abatement, a Residential Development Project meeting the
requirements set forth in Sections 3.1, 3.2 or 3.3 of this Policy; a Commercial/Industrial Development
Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; a Mixed-Use
Development Project meeting the requirements set forth in Sections 5.1 and 5.2; and a Business
Expansion Project meeting the requirements set forth in Sections 6.1 or 6.2 shall meet all of the
following requirements:
7.1. Commit to provide full-time employment to a set number and/or a percentage of full-
time jobs offered on the real property where the Development is located, to Central City Residents,
which Commitment will be agreed upon and set forth in the Tax Abatement Agreement; and
7.2. Commit to provide full-time employment to a set number and/or a percentage of full-
time jobs offered on the real property where the Development is located, to Fort Worth Residents,
which Commitment will be agreed upon and set forth in the Tax Abatement Agreement; and
7.3. Commit to spend a set amount or percentage of total construction costs and annual
Supply and Service Expenses with Fort Worth Companies, which Commitment will be agreed upon
and set forth in the Tax Abatement Agreement; and
City of Fort Worth General Tax Abatement Policy
Page 6 of 11
7.4 Commit to spend a set amount or percentage of total construction costs and annual
Supply and Service Expenditures with Fort Worth Certified M/WBE Companies. Any Commitment
below 25% of the total construction costs and of the annual Supply and Service Expenses will require
an applicant for Abatement to meet with the City of Fort Worth's M/WBE Advisory Committee to
seek input and assistance prior to action by the City Council. The M/WBE Advisory Committee will
provide the City Council with a recommendation related to the utilization of Fort Worth Certified
M/WBEs. The MIWBE Advisory Committee's recommendation, if different from the Commitment
made by the applicant for Abatement, will be non-binding, but should be taken under advisement by
the City Council
7.5 All Commitments established pursuant to Sections 7.1 through 7.4 will be agreed upon
and set forth in the Tax Abatement Agreement and, if not met, will serve to reduce the value of
Abatement in accordance with the specific terms and conditions of the Tax Abatement Agreement; and
7.6. Commit to iile a plan with the City (within six weeks of City Council approval of the
Tax Abatement Agreement) as to how the Commitments for use of Fort Worth Certified M/WBE
Companies will be attained and, in order to demonstrate compliance with that plan, (i) to file monthly
reports with the City and the Minority and Women Business Enterprise Advisory Committee
throughout the construction phase of any improvements required by the Tax Abatement Agreement
reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies, (ii) list the
name of a contact person that will have knowledge of the construction phase of the project, and (iii)
from the start of the First Compliance Auditing Year (as defined in Section 8) until expiration of the
Tax Abatement Agreement, to file quarterly reports with the City reflecting then-current expenditures
made with Fort Worth Certified MIWBE Companies.
The City Council may, in its sole discretion, require a CommerciaUIndustrial Development
Project meeting the criteria set forth in Section 4.3 of this Policy and a Mixed-Use Development
Project meeting the criteria set forth in Section 5.3 of this Policy to satisfy some, all or none of the
requirements set forth in this Section 7.
8. TAX ABATEMENT CALCULATION.
All Tax Abatement Agreements shall require the recipient to construct or cause construction of
specific improvements on the real property that is subject to the abatement. Failure to construct these
specific improvements at the minimum Capital Investment expenditure and by the deadline established
in the Tax Abatement Agreement shall give the City the right to terminate the Tax Abatement
Agreement. The amount of a particular tax abatement shall be negotiated on a case-by-case basis and
speciiically set forth in the Tax Abatement Agreement. The calculation of tax abatement for a
CommerciaUIndustrial Project that meets the requirements of Section 4.3 of this Policy or for a Mixed-
Use Development Project that meets the requirements of Section 5,3 of this Policy shall be negotiated
on a case-by-case basis and governed solely by the terms and conditions of the Tax Abatement
Agreement. The calculation of tax abatement for any other project shall be negotiated on a case-by-
case basis, but shall be governed directly in accordance with the degree to which the recipient meets
the four (4) Commitments set forth in Sections 7.1, 7.2, 7.3 and 7.4 of this Policy, which will be
outlined in the Tax Abatement Agreement. A Tax Abatement Agreement may establish a base
abatement that is (i) reduced in accordance with the recipient's failure to meet one or more of such
Commitments or (ii) increased in accordance with the recipient's meeting and/or exceeding one or
more of such Commitments.
City of Fort. Worth General Tax Abatement Policy
Page 7 of 11
��������!� �i�r�tJ�l'�;
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9. TAX ABATEMENT IMPLEMENTATION.
The term of a tax abatement shall be negotiated on a case-by-case basis and specified in the
Tax Abatement Agreement. The City will audit and determine the recipient's compliance with the
terms and conditions of the Tax Abatement Agreement for a full calendar year prior to the first year in
which the tax abatement is available (the "First Compliance Auditing Year"). The Compliance
Auditing Year shall either be the full calendar year in which a final certificate of occupancy is issued
for the improvements required by the Tax Abatement Agreement for the real property subject to
abatement or the following calendar year, as negotiated and set forth in the Tax Abatement Agreement.
The first tax abatement will be available to the recipient for the tax year following the Compliance
Auditing Year. In other words, the degree to which the recipient meets the Commitments set forth in
the Tax Abatement Agreement will determine the percentage of taxes abated for the following tax
year. The City will continue to audit and determine the recipient's compliance with the terms and
conditions of the Tax Abatement Agreement for each subsequent calendar year, which fmdings shall
govern the percentage of taxes abated for the following tax year, until expiration of the Tax Abatement
Agreement.
10. TAX ABATEMENT APPLICATION PROCEDURES.
Each tax abatement application shall be processed in accordance with the following standards
and procedures:
10.1. Submission of Application.
If a given development project qualifies for tax abatement pursuant to the eligibility
criteria detailed in Section 4, Section 5, Section 6, or Section 7 of this Policy, as the case may
be, an applicant for tax abatement must complete and submit a City of Fort Worth Tax
Abatement Application (with required attachments) (the "Application"). An Application can
be obtained from and should be submitted to the City's Economic and Community
Development Department. In order to be complete, the Application must include
documentation that there are no delinquent property taxes due for the property on which the
development project is to occur.
10.2. Apnlication Fee.
Upon submission of the Application, an applicant must also pay an application fee, This
application fee shall be $15,000 ("Application Fee") of which $13,000 will be credited to any
permit, impact, inspection or other fee paid by the applicant and required by the City directly in
connection with the proposed project, as long as substantive construction on the project, as
determined by the City in its sole and reasonable discretion, has been undertaken on the
property specified in the application within one (1) year following the date of its submission.
The remaining $2,000 is non-refundable and will be utilized for City staff expenses associated
with processing the Application and fees associated with legal notice requirements.
10.3. Application Review and Evaluation.
The Economic and Community Development Department will review an Application
for accuracy and completeness. Once complete, the Economic and Community Development
Department will evaluate an Application based on the perceived merit and value of the project,
including, without limitation, the following criteria:
City of Fort Worth General T� Abatement Policy
Page 8 of 11
• Types and number of new jobs created, including respective wage rates, and employee
benefits packages such as health insurance, day care provisions, retirement packages,
transportation assistance, employer-sponsored training and education, and any other
benefits;
• Percentage of new jobs committed to Fort Worth Residents;
o Percentage of new jobs committed to Central City Residents;
• Percent of construction contracts committed to (i) Fort Worth Companies and (ii) Fort
Worth Certified M/WBE Companies;
• Percentage of Supply and Service Contract expenses committed to (i) Fort Worth
Companies and (ii) Fort Worth Certified M/WBE Companies;
• Financial viability of the project;
• The project's reasonably projected increase in the value of the tax base;
• Costs to the City (such as infrastructure participation, etc.);
• Remediation of an existing environmental problem on the real property;
• The gender, ethnic background and length of employment of each member of the
applicant's board of directors, governing body or upper management, as requested by
the City; and
• For residential projects, number or percentage of units reserved as affordable housing
for persons with incomes at or below eighty percent (80%) of inedian family income
based on family size (as established and defined by the United States Deparhnent of
Housing and Urban Development)
• Other items that the City may determine to be relevant with respect to the project.
Based upon the outcome of the evaluation, the Economic and Community Development
Office will present the Application to the City Council's Central City Revitalization and
Economic Development Committee. In an extraordinary circumstance, the Economic and
Community Development Department may elect to present the Application to the full City
Council without initial input from the Central City Revitalization and Economic Development
Committee.
10.4. Consideration bv Council Committee.
The City Council's Central City Revitalization and Economic Development Committee
will consider the Application in an open meeting or, if circumstances dictate and the law
allows, a closed meeting. The Committee may either (i) recommend approval of the
Application, in which case City staff will incorporate the terms of the Application into a Tax
Abatement Agreement for subsequent consideration by the full City Council with the Central
City of Fort Worth General Taac Abatement Policy
Page 9 of 11
City Revitalization and Economic Development Committee's recommendation to approve the
Agreement; (ii) request modifications to the Application, in which case Economic
Development Office staff will discuss the suggested modifications with the applicant and, if the
requested modifications are made, resubmit the modified Application to the Central City
Revitalization and Economic Development Committee for consideration; or (iii) deny to
recommend consideration of the Application by the full City Council.
10.5. Consideration by the City Council.
A Tax Abatement Agreement will only be considered by the City Council if the
applicant has first executed the Tax Abatement Agreement. The City Council retains sole
authority to approve or deny any Tax Abatement Agreement and is under no obligation to
approve any Application or Tax Abatement Agreement.
11. GENERAL POLICIES AND REQUIREMENTS.
Notwithstanding anything that may be interpreted to the contrary herein, the following general
terms and conditions shall govern this Policy:
11.1. A tax abatement shall not be granted for any development project in which a building
permit application has been filed with the City's Development Department. In addition, the City will
not abate taxes on the value of real or personal property for any period of time prior to the year of
execution of a Tax Abatement Agreement with the City.
11.2. The applicant for a tax abatement must provide evidence to the City that demonstrates
thaf a tax abatement is necessary for the financial viability of the development project proposed.
11.3. In accordance with state law, the City will not abate taxes levied on inventory, supplies
or the existing tax base.
11.4. An applicant for tax abatement shall provide wage rates, employee benefit information
for all positions of employment to be located in any facility covered by the Application.
11.5. Unless otherwise specified in the Tax Abatement Agreement, the amount of real
property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the�
amount of the minimum Capital Investment expenditure required by the Tax Abatement Agreement for
improvements to the real property subject to abatement multiplied by the City's tax rate in effect for
that same year, and the amount of personal property taxes to be abated in a given year shall not exceed
one hundred fifty percent (150%) of the minimum value of personal property required by the Tax
Abatement Agreement to be located on the real property, if any, subject to abatement multiplied by the
City's tax rate in effect for that same year.
11.6. The owner of real property for which a Tax Abatement has been granted shall properly
maintain the property to assure the long-term economic viability of the project. In addition, if a
citation or citations for City Code violations are issued against a project while a Tax Abatement
Agreement is in effect, the amount of the tax abatement benefit will be subject to reduction, as
provided in the Tax Abatement Agreement.
City of Fort Worth General Ta�c Abatement Policy
Page 10 of ll
11.7. If the recipient of a tax abatement breaches any of the terms or conditions of the Tax
Abatement Agreement and fails to cure such breach in accordance with the Tax Abatement Agreement,
the City shall have the right to terminate the Tax Abatement Agreement. In this event, the recipient
will be required to pay the City any property taxes that were abated pursuant to the Tax Abatement
Agreement prior to its termination.
11.8. As part of the consideration under all Tax Abatement Agreements, the City shall have,
without limitation, the right to (i) review and verify the applicant's financial statements and records
related to the development project and the abatement in each year during the term of the Tax
Abatement Agreement prior to the granting of a tax abatement in any given year and (ii) conduct an
on-site inspection of the development project in each year during the term of the Tax Abatement to
verify compliance with the terms and conditions of the Tax Abatement Agreement. Any incidents of
non-compliance will be reported to all taxing units with jurisdiction over the real property subject to
abatement. .
11.9. The recipient of a tax abatement may not sell, assign, transfer or otherwise convey its
rights under a Tax Abatement Agreement unless otherwise specified in the Tax Abatement Agreement.
A sale, assignment, lease, transfer or conveyance of the real property that is subject to the abatement
and which is not permitted by the Tax Abatement Agreement shall constitute a breach of the Tax
Abatement Agreement and may result in termination of the Tax Abatement Agreement and recapture
of any taxes abated after the date on which the breach occurred. For additional information about this
Tax Abatement Policy, contact the City of Fort Worth's Economic & Community Development
Departrnent using the information below:
Ciry of Fort Worth
Economic & Community Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
http •//fortworth�ov.or�/ecodev/
�
FORT WORTH
City of Fort Worth General Tax Abatement Policy
Page 11 of 11
EXHIBIT "B"
MAP AND DESCRIPTION OF THE LAND
Eeing twa �,rac�� c�� ��.�d in Ch� J.;C,. Pt7�tVI6 SUR`l�Y, Abntxt�cC No. 12�8, City a:
��x� wc�xth, Tt���r�n� Co�ih��, xaxx�, �x�ci �acaatxag mAx� �aztic�:la�ly d��cx�:b�d as
Y�i�:owa :
��cr i - x"EE SIMPE,E
II�<iZNNINCi at � 1/2 in�ii xxori xod f.�und in �:h� Npx�h right ai� way of I�r�ncaster
Aver�ue, �r�i.d r�rl ba,�ng b� daed cull E�cs� 144. �S Ye�� �r�� r,h+� i�tc�xa�ar.�,hr► aE
Che No��h �.�.ne t��' aa�.@ L.on�sut�x wf�h Chs� �Ast ri��� r�+P wtt}* �.ii7c� ot ciak�.and 2slvd
7'}SBbtC� NoYth flt1 d�g�e�� 45 mi;zu-e� 50 secozads W�aC at a distance of ao1.98
f�et, pa�aeing a 60d nai2 �ound in as�halt an�i coixClnui�g u �.otnl c3i�taricN a.f
396.Z0 ��eat (��aArd 392.�6 �e�ti t� a 5/8 in�h i.ri�n �rot� ��tuntl, wz�£ci z'�arl 2�r�.ny
cho 5nuthwe�cC �oxn�x r�� a Crxc� �;t l�rid ��nvayac� �n i� . F. Iu�bt. 1>�r :3�aci �r.�r.c,;rrlar�
in 'Vcl.umc 14�U, Pag� ls, D�Ptt �taavr�ls, Ta�rdt�t CvunGy, �lexn�;
'I3IENCE SuuLli 8� �i�yt�e� ��5 minut�es Os� �d�4nde Et�at �sloru,� �h+� �cu�h 1ir�o o£ n��d
Imbt tract an� a Grac� of 2ar�d conv�yed ta Al�n Aabkinss, c�, ux by daad r��ordt�d
in VolumC 7�55, 1?agd 7�9'�; Aesd I2�Cbx`c3st, xttrzan5 Ca�ty, x'�;xm�a �nci Gr�r:l;itzu�,��
uiC�1 tihe aal��?� �ir��# �� n��ir� ��nbkis�a L:rx��c, ��.���ng Gho mor�k ,alx1T�rix°�.y c;a�rr�r:�x
oomm4�s Co �aid �vbkin� �r�c� a�d ��rna� nC land er,nve�ed �o n.t;w�ac3 A��aosyuld by
de� record�ti in V�aXume x+�8vi kag� G1�., D��ci �e�o�dp, TAr�an4 Ccunt;+, Te„au;
ar,d con�ir_uing a;c�9 ��-� ���� o�' :�Cr�orsal� txa�ct, in �,�,� a e��a� distance of
309.7� f�e� �4 z� 5/8 iriCh i��r� �oci �ret ta� the mo�et 5ou�h�rZy �+�ri��i: camm�an fi:a
�i��.�d Madoi�a►1d �r�aor r�n�i � ts�rr.� �P land �ot�v�y4d �+� J�r+�e�act fi����r�a1d hy �leArl
xt�bxclnd in Ya�.uma :1555, �7s��Q 52�, Guttd i�t���rd�x, 't�r.,r�rir cc�ut�ty. �'e�x�.�, �:�id
ue� �n�=ratar 3iv;iz�� t;ho Norclte��t �ax���+x r�C t�jis� aes�;r:�l��d L't':�s:�:
?7#EN'C� �ou�h G{2 ciec�z��e 07 minutes 52 �e�4ncis �'ast � distaxtG� o� :���..4 i fa�t
(�re�aoxd 34�.03 ��r,ti to t� 1t.iC, n�al. n«st irt �h� N�rth �igh�, o� way ot said
L�rica�nG�r A'vcYxt��;
�IC& 5ou�h 89 degree� 95 miz��ttes �1 �econd� �te�t �ln�g saxd Nor�:� l�rxes ��
�anca,�ter Blvd a r��.s�a�ce of �.0 . ���st to a 1f � 3noh izon roci tvunt� f�r �he
S+autheast �orn�x ot Lc�t 1, B�,o�k 4. ',l.k. Plaae AddiLio�s tv the C3,t}� nf �`vrk
41qrGh �a �`+���rc��ci .i,3� V'�a�um� 3���11�2. F�rJa 68, �3.a� �'+�aa�ti�s, �'�rxat�t C.,c�uixL:}�,
Texa�:
THI3NCS ,�oztih Oo degree� lz mi;nnte� 56 g�cor�rig Wvs�t a7.c�ng ��,� Fa�t la.�� oE saa,�d
LoC *i e di��an�t! df.' 1Kb,06 �e�t Co a p."eC. nai3� iou�d in asph�lC �or t�:e
2�or�h�eest �o.�n�r •of naid x.aC t '
Tt�NC� "sc���3� Sg ��gx�sa� 47 minuhq�g 58 s�cC►n�t� 4?��t � di�t�nce� of 1'�9.97 ��e;.'
tx'ecnrd 16L'.�? �eet} �o �'1J� ir��h 3xosa rod �qu.nci rcr she Northweat cciz•n�x u£
said 1ot;
TfiED1C� �ou�}: 00 �i�c���r� :�� mir�tkt:�;� 0� a���r�ria �i�� � d�scanc� r�i ���, �:a ��e�t r.a
� i/� xr�cks :ror, ro+d fcsu�d ir► kt�e North iine o� sa�t? Lasl�s�s�tcr ;�i�r_n�aa,-
TIisNCE Scuth 89 degrees Ol rainute 2b e�cnnds W`es� alart� ��a•lc� l:5lx�� a d�s�z�nc� vf
1Y8.95 fae� wo t� �LRCE C?F SE��,2�"ING and Containing' e'..lz�t ac�e.� c� land.
T�iAC'i 2 - P£� 52ri�?��
Bein� �wn, tr�c�� o� �,a��id i�s �h�s .7.�.. k�i7RVIs st7RVEY, Abst�act :N�n, 1228, C�."sy o�
Fer�t: Wear�th, �'arrant �:a��.*�ty, T�x�a� �a�d being mar� �art.icv�a-L-7'�t rlPanrih�d as�
foll,ow� �
gBGiNNiNG at a P.K. nail faund tn, oteph�►2� i:� the Noxtb ��.n� o� ]Ga�Castex
3►venue. �ai.ri nai�. being by d�ed ca11 �aa� �52.�5 ��eet irt�m the intexaeatio:a p� '
�h� North �ine of s�id Lan�astg� �rit� �3�e �3et ri.gh� o;� way �.3�ne af t3akland
731v�d;
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�"rr�+et� 1� d�.�brt�t�a o� �91.47 feet (x�C�Drc� 391.03 i°��t} to a 5/H �rzch =rar� rq�i
fGsunrl fc�r t,�s� N`ot�ttr��s� �t>�z:rs� d�. �a�ti '!'r'3Ct 3, �':d c�!C the �tyuChcr� y Sau�:�
�or�e�rrs ai s�id Mcr3axz�lt� �; �,��.� r
TFt�CE 3ouGh 8� d��tr��s �� mi.r,ut�m fl4 epcand�s ga�� wich t�� SouCli 1.irie �� ��id
Mcdonaltl tract re.�s�rd�rl �.s� vcs3.u,►� �665, Pae�e 5��, pae�ing a.ts most Sca�+���r1y
rorr�ez ac�tumon �to a t���t c�f l�ne� ccx�voy�ed ta R.ii.W. bze�}xgsl and �.�_ 1�agal�y
by d��c� �ecorded it� VOiuttl� 1.567, ��tiac 153, i?�sod R+�car+�s, 3`a���n� �c�unty, '���:aa
az�,d aont��tu3ng along ��i� �au'Gh 13:zie 3�ia�s��rxce r�:f loo,a �E�a�t to a 5i8 inch
iror� rod £caund �ar the • SA�theadt cv�n�x �+f g�3d �rechse�. and Baga��}� �ract and
t�+� �aact�w�s� ��x�s� c�� � �x��t �� �� ���xv,�y�� �� �i�� ta��h���n �hur�h �as
:c•c4tas�cles� �,.i� V�lurues ��81, Pa�� 42+�r De�t� Itt��vz�t, T�.:srde�C �vu��s.Y. �'rx��:, r:�ia]
�od be:i�g �hc North�as� carszer of �hi� dt�c�i.b�tl �.x�C�;
THENC� SauL•1a tfQ deg�c��ae 07 minutes 01 secnll� S��G ��.t�»g �h� Wesc 1�ina rs� �aid
iruth�srn Churai. t��ct a di���,.=ace af 39ii.35 Ets+�� to ���6 �nch iron rod founr3 in
the Nvrti�. 1is�e o.� �rai,d �,a..�eaz�ta� Av+�Ue; �
H
TF3ENCE South �9 ei�agra�s 4� cninu��� .z�, ss�ar�de w�s� a3.ong t�e �Tortlz �i:�e 'o� sai�
Lancaster a d�.$��iC� ot 99.90 ���� Co �ht '��l#CE 4F aEGTNNL�tfi ans3 �antaining
�. 85fi o� an a�ace of 1�1��,
�cr � � �s.��x�•
Basement Estat� cxa��ed pur.�u�t tc� fi,hc Re�eipro���. Eas�r�u�nt A,��am�nt; °r.�r an�'
h�tween T�,e Oak2� Shapp3,� C�nt�r Cac�anY. �tid. �► '�e3cas lir.s�.ted partn�zsi�i�,
astd �ra»c3,y' �, Yncs� , t3ate<!. 0�/05/198b. �i�.cd b�lta8/X9�5, =ecord�d in Uo�.um�
8088, Bagre 52 r Des� Reco�s��, T�rrant �aur�ty. Ta:r.an ,
TR��T � - x�i�$�Hp�D
CITY DRAFT 08-24-06
�.easeho�,d �es��x�� aa�a�tad .ix� da+�ument dz��ecl o�i2�/1�65, b�tw��n ���ersce t�omack
st al, ae L$e�o�c aru� A.B. C�1berCsfln In�re�s�m�ent +Co�ax�ae�ar�, r�o �,a��sa�d, t�s
�vidaxsc�cl by ira�txiam�r�� �� �ed �p8/23/1965, recorded in vc�:�.uati� �10�, �r�g� 44'7,
�ee3d �te�ord,c o� T�z•su.rat 4'r�unt�y, mr,x;xn. Aus�,��»meriC aP. Ground r.ea�� r,o Thr�
O�akl�n �hrspp3s�g Coi'stt��' C:t�mpuriy, T.�t�. t'i�t7i� R� j05/1�#34�, ;x,wc�r�r.cl�c3 it� 'Vc:rlumC 7`lGf�,
�'a,g8 1�58, l3sed �e�:oxd�� Td�z'�2'�.0 COtail��t, Tex��. A�,��gl�xmer►t ti� G�o7srtd I,ea�e to
Thr��t Stc�re�, ,:n�. £3,.�aa ol/�'�%1�86, x+aco�dvd in �o�urne 8432; Pa�e 11�0, �eesl
Racoxde. Taxraz�.� count-y, 2��.a� .��3.gnm�en� �� Gxour►c� �,+���re �a �.�,n���ter
Arranue, z.��,. ���e�, o�/����a��, recc�rdQct unc�ar c�#��o�o��a7G, ��e� ��anx��,
Tc►x7�ilnt �c�ux��y. T�x�tzs xizx�i k�r.�rt� �itie �i�me� ��'t��ezry Qv��° z�nd �►r�n:�� �� ial�.owe� :
�E{3��kI�C; at �. ��►i1 sat izl Agph�lt pa,vement, said nail b�e�-n� i� CX�a �ast
right��a�'�Nay tRju'? ol Qt�k�.�a.tzd �1vd. at a goint �rhiC33 be�r� Nort}� � degrees 25
mimst�ss 4C s�corids Wrst�t 2�31-491�0i3 �ec� from thG i;�ztct�nc���iar. o� �ho vuiti
C?okl��ad R/w a�d tis�s No��k� RJW O� ���scn�bca,r Av�anua;
TH�C� Nc��tti 5 t���r��� 25 wni��xt��� 30 ��evr��» w��t w;�;,h C�,� �i�id R/�° q� ��kl+�rat�
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Imbt �xac� passing at 42v01 �.� f��t to a 5/8 3,nch iX�az� p�.r� ser �,� �.�� No:-chw�sa
cornox o� thr h+�xe�.a �i��C�ibed 'i"rac� 3 a�ad 6c�uth���t Co�n�� a# tt�id Im,bt tr���,
�anti�u�nc� ia�th th� ��i�s� 1in+a a� �+��ci xz�cr ,�, t� €��.<t �'ia���jl,nn �r��� �t� � i��a�i
��t i.z� ar�pli�a�t p�vcm�nt �xt �h�s �t�trthr�a�t �c���ne�c c�� z��id i'rpr»r �. �nr� Nd�tMea�t
�n:nn+�� r��' Tr�,�t � �ta�e��:n c3���xabed� .
.
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placrt �i ��:�r�nl�i�, cc3»:�.�i��,ng �r1 t�l�. �s�m� 0 . �� �c�a a� �.anr1.
Tax Abatement Reinvestment Zone # 56
City of Fort Worth, Texas
Economic & Commnunity Development
Copyright O 2006
Exhibit "C"
Tax Abatement Application
City of Fort Worth
Incentive Application
Economic & Community Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
Incentive Application
GENERAL INFORMATION
1. Applicant Information:
/ i Y
Company Name C„ - j1/ � � � / ��� %1/'� -' ! C�'�
Company Address _,� �,� � �(�S' I G�Qt1/l��-T,� $C�jZi ,, ��,/�� l � La
City, State, Zip Code ,�= �^ ,j �
Contact Person (include title/position): /�� /j i e p/= G.e ,�rT.
Telephone Number � � � - � ,� f � � J -rj l � ' ext. �. �- �--
Mobile Telephone Number � /� � — %j J ^ ' � % � �
Fax Number 6� � � - � ,� � - % � % �
E-mail address: �� � � �' /� � �� � G�. ]'% �. jJ%t'
2. Project Site Information (if different from above):
Addressl Location: �J��� � ) , f-��,/,� ` �� J 7 j �fa;� I ` � l �j'-, �,Z,?�'j � ��.�.��
3. Develo ment re uests that will be sou ht for the ro ect check all that a 1 �� ���� L�f�n
P q g P J � PP Y)� .
A. Replat: ��
F����
B. Rezoning: � Current zoning: �/ Requested zoning: �/�%��r
C. Variances: If yes, please describe:
D. Downtown Design Review Board: �
E. Landmark Commission: �
4. Incentive(s) Requested:l
5. Specify elements of project that make it eligible for the requested incentive(s):
�l. r � C i�� i�f]/ i�� .��i��� `� `%�i,� t4�s1 /i/l�'�i�-�1� 1/i//i�'j�i
r �I�� �"�r9 �l'_ �.Z �S (J (X�C) i A/1f'���1 �iG� 11 ��1 f `�P in!
�1�v�� � ��, �v`�iv�e:Uti � � 6 ,�v1�1�,aT �% .►` ` �T�-c
_, � �.
� n `� � :r � � � � � i���l � ��� ����� ov�����fi � s � �� v' `�" s ��p
, c�� ,� ;�
Please see Incentive Policy for a list o�inc nhves.
Page 2 of 7
6. Do you intend to pursue abatement of:
County Taxes? ❑ Yes � No
7. What level of abatement will you request: Years?
PROJECT INFORMATION
c�
�Percentage? l�Q
���1� � � "t�`v j� �. 2't'Lf� 1'iDi/e�flki�
!
For real estate proiects, please include below the project concept, project benefits and how the project
relates to existing community plans. A real estate project is one that involves the construction or
renovation of real properly that will be either for lease or for sale. Any incentives given by the City should
be considered only "gap" financing and should not be considered a substitute for debt and equity.
However, the City is under no obligation to provide gap financing just because a gap exists. In order
for a property owner/developer to be eligible to receive incentives and/or tax abatement for a Project, the
property owner/developer: ��� �`-5 �� j'�`c, �-/� C�l�i�� C, °,�l�e�-7'.s' G�1� 6 sg-n/ !�� l�� �
�1�-� ���z �,�-k 1 �-�� ���e>v��..s-
A. Must complete and submit this application and the application fee to the City;
B. Owner/developer or owner/developer's principals must not be delinquent in paying property
taxes for any property owned in Fort Worth; �j/�`�
C. Owner/developer or owner/developer's principals must not have ever been subject to the City
of Fort Worth's Building Standards Commission's Review; !'t/%�-
D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens
filed against any other property owned by the applicant property owner/developer. "Liens"
includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and
paving liens. q/��,g-
For business expansion proiects�, please include below services provided or products manufactured, major
customers and locations, etc. For business expansion project involving the purchase and/or construction of
real estate, please answer all that apply.
8. Type of Project: Residential
9. Will this be a relocation? No
located?
10. Project Description
Commercial/Industrial Mixed-use
Yes If yes, where is the company currently
2 A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort
Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing.
Page 3 of 7
ECDo9nos
B. Real Estate Develoument
1. Current Assessed Valuation of: Land $` �4 Improvements: $,� (� �l
2. New Development or��ien (please circle one): �C-�'/U���e
Size � �P��'�sqcft Cost of Construction $% j�r� U�rt:�
3. For mixe�t se pro e�s please llst square footage for each use T—{
/1// f3'
4. Site Development (parking, fencing, landscaping, etc.):
Type of work to be done f i� " t'rL, l-� � i� G/ �%
� �-
Cost of Site Development $ � Q'� , �f7,��1
C. Personal Pronerty & Inventory
Personal Property:
• Cost of equipment, machinery, furnishing, etc: / � �
�
• Purchase or lease?
2. Inventory & Supplies:
� Value of: Inventory $ � ��' Supplies $
P
• Percent of inventory eligible for Freeport exemption (inventory, exported from Texas
within 175 days) %
Page 4 of 7
ECD092705
�.
11. Employment and Job Creation:
A. Durin� Construction
1. Anticipated date when construction will start? �//J ��
-t-
2. How many construction jobs will be created? �l%�% —
3. What is the estimated payroll for these jobs? � r.i Q Q�� �
B. From Development
1. How many persons are currently employed? �
2. What percent of current employees above are Fort Worth residents? � %
3. What percent of current employees above are Central City residents? � %
4. Please complete the following table for new jobs to be created from direct hire by
applicant.
First Year
Total Jobs to be Cre
�._ _i �__ _ �- .
Less Transfers*
Net Jobs
% of Net Jobs to be filled by
Fort Worth Residents
% of Net Jobs to be filled by
Central Ci Residents
� �-�1����ec�r. j�6 r��,��-r���- ��s� � �
* If any employees will be transferring, please describe from w
Fifth Year I BY Tenth Year
�?�- 3 �
they will be transferring.
Please attach a description of the jobs to be created, tasks to be performed for each, wage rate for each
classification, and a brief description of the employee benefit package(s) offered including the portion
paid by employee and employer respectively. See question 14 for more information.
Please describe any ancillarv (not direct hire by applicant) job creation that will occur as a result of
completing this project.
�%�
Page 5 of 7
ECD092705
12. Local Commitments:
A. Durin� Construction
1. What percent of the construction costs described in question 11 above will be committed to:
• Fort Worth businesses? � ,� �' %
f
e Fort Worth Certified Minority and Women Business Enterprises? �� %
B. For Annual Supplv & Service Needs ���
Regarding discretionarv supplv and service expenses3 (i.e. landscaping, office or
supplies, janitorial services, etc.):
l. What is the annual amount of
service expenses? $
2. What percentage will be co�uni�ted to Fort Worth businesses? %
��� ,,..
3. What percenfiage will be committed to Fort Worth Certified Minority and Women Business
DISCLOSURES
13. Is any person or firm receiving any form of compensation, commission or other monetary
beneiit based on the level of incentive obtained by the applicant from the City of Fort
Worth? If yes, please explai� and/or attach details.
14. Please provide the following information as attachments:
a) Attach a site plan of the project.
b) Explain why incentives are necessary for the success of this project. Include a business
pro-forma or other documentation to substantiate your request.
c) Describe any environmental impacts associated with this project.
3 Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a
national purchasing contract.
Page 6 of 7
ECD092705
d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be
constructed as part of this project.
e) Describe any direct benefits to the City of Fort Worth as a result of this project.
� Attach a legal description or surveyor's certified metes & bounds description.
g) Attach a copy of the most recent property tag statement from the appropriate appraisal
district for all parcels involved in the project.
h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks
to be performed for each, and wage rate for each classification.
i) Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance, day care provisions, etc.)
including portion paid by employee and employer respectively.
j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies.
k) Attach a listing of the applicant's Board of Directors, if applicable.
1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all
Fort Worth properties owned by each..
On behalf of the applicant, I certify the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current
Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the
guidelines and criteria stated therein.
�°`G �@rL'� D—�" �� /, rr
1/�'�5 c
Title
� ,f�
Date
Page 7 of 7 "cr�i(��v� �i_�E ,�� ��`,'l
� 1. �1 l �' 42 7p's� �
%V � i7i, �^�'���_� �� "p_,
'v��l' �� �i;;1 5 �:1�:;:� .
,��,., -, � ��n
,'.,��, c�� i � ; �,
e.. �✓ �'1'i ' � L' � ,. G�: e
Reference No: 15?Y"06 G.F. No: ;Q5R17592 _ _
-�e �: R�pU�LIG TITLE COMPANY
; Purdlaser.
PROPERTY DESGRI.PTION -
Being two tracts of fand irr tkre J,L. RURV!S SUF2VEY, Absiract No. 1228. City of Fort Wort#i; Tarrant-Cour�ty, 'Te�as,
and being: more particulary �iescribeci as fnilows'.
TRACT 1
BEGINNING at a'/� inch ir�rt. roii f�vnd ir� E�reNo�.'right c�.way of Esncast�r �ivenu�, sa�d:rnd being:by deed call Easf
144c25 feet from me inkerse�tian,of tfia Nortt►: line of said Lancaster with ttte Eas{ nght.of way iins of Oak(arrd 81vd:
TH�NC� North pp d�grees (3� min�tes S0 �n� West at a drsiairtce of 201 98 fe9#, passing a 60d nail fountf �n._ - -
a�phait and continuing a tota( d4stance of 396,20 feet � recort1392.96 fe�t ). to a 5/8 inch_iron rod faiind. said rad beir�g
; the Sauthwesf comer a� a tract of Jand conveyec! to R: F: 7m6t tiy deed recordecf`in Volume'1�480;`Page 15, Deed `: -
Records,.Tarrant County. Texas.; _
TF�ENCE Soutt, 89 degrees 36 minutes 04 secands �ast alor�g tk�e SoutFi 11ne ot said. Imbt tract and a tracf of (arid _
conveyed to Afari Dobk�ns,.ei ux t�y d� recorded in Volume 7255,. Pa�e 239T Deed Records, 7arrant County,
Texas an� cantlnufng wtth the Sa►� li.ne of �i�i Dobkins tract, Passlrig the tiiost Souther�y comer �omman. to s�d :;
�'Doblans traci anci a tract rf land convey� ifl: Atwood IVicdona�d I�y deed.recordecl in Volume 148Q, Page 611,. C3eeii
-R�cords, Tatrartt Courrt�; Texa� and cvntlnuirrg altmg satd flne of .Mcdonald tract;. in aH a tofaf dtst�rice of 308 7'�feet
ko a 5L8 +�ch ►ron rod sef `orthe mosf Southariy. comer .r,�mmon tQ said Mcdonald�traof �nd_ a#rad of-land sonveyeii ttr -
Rtwood Mcz�neld by deed recordad in Vol:�.�iiie 1665; P�qa 522, Qeed recards, T`arra�t Goi�nty,Te�eas; said set c;i�t�r
: beirig the Northeast corn�r af tt�is described tract;
THENC� Sauth 00 dagr�es 47 minirtss 52 seconds East a distance of 39i.47 feet ( record:399..03 feet j to a P K. .�ia�l
set In 8ie IVorth rfght af way af satc# .Lanca�er {�venue; . --
7HENCE South 89 degr�es 45 mintites 21 seconds Wesf along said North line of Lancaste�-Bivii; a'distar,ce of 14.t} -
feet � a. Y4 inch Iron rad fotind for the.Southeast corrief of Lot 'I, Blocic 4, T, E:: P1ac� �ltidi�on tQ #he.Qity of Fort W�
as recordetl iri Volume 388-� �2, Page 68, Plat rscords, TaFrant Co��ty, Texas; .
THENGE North 00 degrees 12 mini►tes 56 seconds We�t aiong the East llne: oi sald Lat 4' a tifstanrr� of 1�C}.Dfi ieet ta
a P.K. nail found in asphait f�r tt� Noc�#ieast comer of said Lot; -
TM�NCE South 89 deg�es 4Z rr�inutes 58.seconds West a distance of 179.97 fee# ( record 180.0 fs�t ) to a%s mch
iron rod found for the North�vest ctjrrrer of saici lot; -
tHENC� 5o�tth.0(? degress 13 minutes Q6 seconds East a distani� of 159;94 feet to. a.'/ incfi iron rod found in the, -
North Ilne of saicl L:ancaster kvenue; .,
THENCE South 8g deg;ees tl1 minuiss 2p secon�s West afong said line a dist�nce af 1'l8.95 feet to the PtACE OF
BEGINNING and ca�talni;�g 2.128 acres of iand.
TR1[CT 2
EXHIBIT "D"
Required Improvements
The Required Improvements consist of the renovation of 48,000 square feet of shopping
center and the construction of a new commercial use on the site of a Grandy's destroyed
by fire in 2002. More specifically, the renovation will include the substantial renovation
of two (2) buildings, including but not limited to new street-facing facades (see artist
illustration below). Proof of completion would be through the issuance of the temporary
certificate of occupancy for both of the following buildings:
• 10,000 square foot building on the northwest corner of the property (4209 E.
Lancaster);
• 38,000 square foot building located at 4205 E. Lancaster.
� _�
-- �f �t,Ev�toN
The new construction portion of the project consists of the development of an out parcel
of at least 3,500 square feet on the site known as the former Grandy's site (4233 E.
Lancaster). The use would be consistent with the zoning classification. Proof of this
would be a temporary Certificate of Occupancy.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/29/2006
DATE: Tuesday, August 29, 2006
LOG NAME: 170AKSHTA REFERENCE NO.: C-21645
SUBJECT:
Authorize Execution of a Tax Abatement Agreement with Lancaster Avenue, LTD Related to the
Redevelopment of the Oakland Shopping Center Site
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the attached Tax Abatement Agreement with Lancaster
Avenue, LTD to redevelop the Oakland Shopping Center (the Property) in the Oakland Corners Urban
Village; and
2. Find that the terms and conditions of the Agreement, as outlined below, satisfy the City's Tax
Abatement Policy for qualified commercial/industrial projects located within the Central City and that the
development is consistent with encouraging development of that property, generating economic
development and increasing employment opportunities in the City.
DISCUSSION:
The real property subject to the abatement in the attached Tax Abatement Agreement is located in Council
District 8 and in the Oakland Corners Urban Village. the City Council has designated this property as Tax
Abatement Reinvestment Zone No. 56, City of Fort Worth, Texas.
Under the proposed Tax Abatement Agreement, Lancaster Avenue, LTD (the Developer) has committed to
(i) invest $1,500,000 in the redevelopment of the property by December 31, 2008; (ii) renovate an existing
48,000 square foot shopping center as evidenced by a temporary Certificate of Occupancy; and (iii)
construct or have constructed a pad site of approximately 3,500 square feet for commercial and/or retail use
as evidenced by a temporary Certificate of Occupancy (the Commercial Improvements).
In return for constructing the Commercial Improvements, the City will abate up to 100% of the incremental
increase in real property taxes attributable to the improvements to the existing Oakland Shopping Center
but excluding the pad site. This abatement will be for 10 years and will complement an Economic
Development Program Agreement that the City Council is considering separately.
Construction: 90% of the Abatement
In order to obtain the maximum benefit under the agreement, the Developer will be required to spend (i) the
greater of $350,000 or 25°/o of its construction hard costs and A&E with Fort Worth Companies and (ii) the
greater of $350,000 or 25% of its construction hard costs and A&E with Fort Worth Certified M/WBE
companies.
The actual amount of the abatement will depend upon the extent of how the Developer meets its
construction and construction spending commitments as outlined above and as allocated as follows:
Logname: 60SOUTHWEST Page 1 of 2
An amount equal to 60% if the Developer substantially completes at least $1,500,000 in real property
improvements on the site by December 31, 2008. Failure to meet this commitment is an event of default;
An amount equal to 15% if the Developer spends at least 25% of its construction costs on Fort Worth
companies; and
An amount equal to 15% if the Developer spends at least 25% of its construction costs on Fort Worth
Certified M/WBE companies.
Failure to meet the construction spending commitments with Fort Worth companies or Fort Worth certified
M/WBE companies will result in a reduction of the respective percentages for each in an amount equal to
the percentage by which the commitment was not met.
Emp�ment: 5% of the Abatement
Developer will make a good faith effort to cause the employment of 20 new full-time jobs within the
Commercial Improvements. Additionally, if Developer directly provides any full-time jobs within the
Commercial Improvements, Developer commits that at least 50% of such jobs will be provided to Fort Worth
Central City residents. If Developer fails to meet this commitment, Developer will lose the 5% Abatement
component associated with employment.
Supply and Service Spending: 5% of the Abatement
If Developer expends any sums for discretionary services and supplies associated with the operations of
the Commercial Improvements, Developer agrees to expand at least 25% of such sums with Fort Worth
certified M/WBE companies. Failure to meet the service and supply spending commitments with Fort Worth
certified M/WBE companies will result in a reduction in the percentage by which the commitment was not
met.
The project outlined herein qualifies for tax abatement under the City's Tax Abatement Policy for qualified
commercial/industrial projects in the Central City. The Tax Abatement Agreement is authorized under
Chapter 312 of the Texas Tax Code.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers
Subm__itted for City Manager's Office_by:
Originating_Department_ Head:
Ad_ditio_n_al Information Contact:
Logname: 60SOUTHWEST
FROM Fund/Account/Cent_e_rs
Dale Fisseler (6140)
Tom Higgins (6192)
Christine Maguire (8187)
Page 2 of 2
STATE OF TEXAS §
COUNTY OF TARRANT §
��Y� SECRETA�`
�C��i-���AC�' �9� ��`�- � �
AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 34468
TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND LANCASTER AVENUE, LTD.
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 34468
("Amendment") is entered into by and between the CITY OF FORT WORTH (the "City"), a
home rule municipality organized under the laws of the State of Texas and acting by and through
Tom Higgins, its duly authorized Assistant City Manager, and LANCASTER AVENUE, LTD.
("Developer"), a Texas limited partnership acting by and through J. Waymon Levell, President
of LT Real Estate Corporation, a Texas corporation and Developer's sole general partner.
The City and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the City and Developer have entered into this Amendment:
A. The City and Developer previously entered into that certain Tax Abatement
Agreement on file in the City Secretary's Office as City Secretary Contract No. 34468 (the
"Agreement"). The Agreement requires Developer to expend at least $1,500,000.00 in
Construction Costs to renovate and redevelop a deteriorating commercial and retail shopping
center (the "Required Improvements") on the Land subject to Abatement, as specifically set
forth in Exhibit "D" of the Agreement. In return, Developer is eligible to receive a ten (10)-year
Abatement on the Land and any improvements located thereon, including the Required
Improvements. The Agreement requires that the Completion Date (as defined in the Agreement)
far the Required Improvements must occur by December 31, 2008 (the "Completion
Deadline").
B. Developer has requested that the Completion Deadline be extended due to
unforeseen delays in constructing the Required Improvements. Developer has also requested
that additional improvements be included as part of the Required Improvements that Developer
is obligated to construct. Due to the economic and other public benefits that will accrue from
completion of the Required Improvements, the City is willing to amend the Agreement to
accommodate Developer's requests.
C. This Amendment is authorized under § 312.208 of the Texas Tax Code because
(i) the provisions of this Amendment could have been included in the original Agreement and (ii)
this Amendment has been entered into following the same procedure in which the Agreement
was approved and executed.
NOW, THEREFORE, the City and Developer, for and in consideration of the terms and
conditions set forth herein, do hereby contract, covenant and agree as follows:
,;_���«��
Tag Abatement Agreement between �� ` '" "�����A��
City of Fort Worth and Lancaster Avenue, Ltd. ��o '�;�io��u �� ��
1. Exhibit "D" of the Agreement (Required Improvements) is hereby deleted in its entirety
and replaced with Exhibit "D-1", attached hereto and hereby made a part of this Amendment
and the Agreement for all purposes.
2. The second sentence of Section 1.2 of the Agreement (Completion of Required
Improvements) is hereby amended to read as follows:
Developer covenants and agrees that the Completion Date shall occur by
December 31, 2009, unless delayed because of Force Majeure, in which case the
December 31, 2009 date shall be extended by the number of days comprising the
specific Force Majeure (the "Completion Deadline").
3. Capitalized terms used but not identified in this Amendment shall have the same meanings
assigned to them in the Agreement.
4. Except as otherwise specifically amended in this Amendment, the Agreement shall remain
in full force and effect.
5. This Amendment contains the final written expression of the City and Developer with
respect to the subject matter hereof. This Amendment may be executed in multiple counterparts,
each of which shall be considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below;
[SIGNATURES IMIVIEDIATELY FOLLOW ON NEXT PAGE]
CITY OF FORT WORTH:
By. c%/���� . .
Tom Higgins
Assistant City Manager
Date: �Z�z9�o8
ATTEST:
!� ,r�
�� . .
By: : - _,_
{5< .i i
�� � City Secretary
,
�", r f �_
Page 2
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
APPROVED AS TO FORM AND LEGALITY:
F� ___� '��c-�,
By: :i �t � r'
Peter Vaky ci
Assistant City Attorney
M&c: C-232s�t �z-16-��
�J1��=Y��A�R� �i��4��
�Cl� `' �E�i��11 Y�R`'�
��-, 'vi�n�k�i � �p ��
LANCASTER AVENUE, LTD:
By: LT Real Estate Corporation,
a Texas corporation and its
sole �eneral partner: � �
r ���;` /� � �
B i ' � -�
y:
7. Waymon Levell � `l
President
,
Date: - `
ATTEST:
:✓
By. �; L---��—�./,_:..
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� �aF�I��Ai. ��CORD �
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Page 3
Tax Abatement Agreement between
City of Fort Worth and Lancaster Avenue, Ltd.
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Tom
Higgins, Assistant City Manager of the CITY OF FORT WORTH, a municipal
corporation organized under the laws of the State of Texas, 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 CITY OF FORT WORTH, 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 CITY OF FORT WORTH for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �b �day of
(��rr.�,v���' , 2008.
i��-e-� ,�3 c��-�
Notary Public in and for
the State of Texas
�D.��>.�//� ,Q,�r� i1�L� � _
Notary's Printed Name
STATE OF TEXAS §
COUNTY OF TARRANT §
:=a1•�'�� P`��" ROSELLA BARNES
.• �,�:
"� ` MY COMMISSION EXPIRES
;"';,f o ;�+�,: Maroh 31, 2009
BEFORE ME, the undersigned authority, on this day personally appeared J.
Waymon Levell, President of LT Real Estate Corporation, the sole general partner of
LANCASTER AVENUE, LTD. 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 LANCASTER AVENUE, LTD.
GNEN UNDER MY HAND AND SEAL OF OFFICE this
��
� day of , i� � �"�� �`:�_ , 2008.
� � J ``� �� ,� ,��
Notary Public in and for
the State of Texas i�"�Y'� �B�E �. hoeas
� ,� ►v«arr �,a�
' * State of Texas
� ����
MY Corrirn. ExP. 08-07-2011
Notary's Printed Name
-•� � ��D
CI� _ : _ oA��
Amendment No. I ro CSC No. 34468 F( �.':;'�f. � s;ry� `�'�
Exhibit D-1
Required Improvements
The Required Improvements consists of the renovation of approximately 42,000 square
feet of retail space including the construction of a new commercial use on the site of a
former Grandy's restaurant. The use will be consistent with current zoning classification.
See attached map.
A Temporary Certificate of Occupancy issued by the City of Fort Worth will act as the
required proof of completion for the following Required Improvements.
1. Renovation of approximately 39,000 square feet of the Oalcland Corners
Shopping Center located at 4217 E. Lancaster.
2. Construction of a new commercial use of approximately 3,500 square feet on the
former Grandy's site located at 4233 E. Lancaster.
3. At Developer's option, the Required Improvements may also include the
demolition of an existing 2,500 square foot Laundromat building located at 4235
E. Lancaster.
Oakland Corners
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�l -`t �l ' L —` �- Oakland Shopping Center
�� � � �� 4217 E. Lancaster
= `� ,�,. �� Approximately 39,000 Square Feet
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Grandy's Out-Parcel
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4233 E. Lancaster --��>�- � y
Approximately 3,500 Square Feet
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Laundromat
4235 E. Lancaster
- _ Approximately 2,500 Square Feet
�srzes ����E
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
_ - � =��� ���
COUNCIL ACTION: Approved on 12/16/2008
DATE: Tuesday, December 16, 2008
LOG NAME: 170AKCORNERSAMD
REFERENCE NO.: C-23254
SUBJECT:
Authorize Amendment to City Secretary Contract No. 34468, a Tax Abatement Agreement with
Lancaster Avenue, Ltd., Relating to Redevelopment of Individual Buildings within the 4200 Block of
East Lancaster in the Oakland Corners Urban Village
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to City
Secretary Contract No. 34468, a Tax Abatement Agreement with Lancaster Avenue, Ltd., for the
redevelopment of individual buildings within the 4200 block of East Lancaster at the northeast intersection
of Oakland Boulevard and East Lancaster Avenue in the Oakland Corners Urban Village.
DISCUSSION:
On August 29, 2006, the City Council authorized the execution of a ten year Tax Abatement Agreement
(Agreement) with Lancaster Avenue, Ltd., (Developer) for the redevelopment of a 42,000 square foot
shopping center located at the 4200 block of East Lancaster (M&C C-21645; City Secretary Contract No.
34468). The Agreement provides that the Developer will invest $1.5 million into the renovation of the 42,000
square foot Oakland Shopping Center located at the 4200 block of East Lancaster. In addition, the
Agreement provides that the Developer will cause the construction on the former Grandy's out-parcel pad
site of an approximately 3,500 square foot building for commercial and/or retail (Commercial Improvement)
use as evidenced by a temporary Certificate of Occupancy no Iater than December 31, 2008.
Due to unforeseen delays in obtaining the former Grandy's out-parcel and the downturn of economic market
conditions the required improvements will not be completed by December 31, 2008. To date, the Developer
has invested approximately $1.5 million in the redevelopment project. Therefore, staff recommends the
following two amendments to the Agreement:
1. Extend the completion deadline to December 31, 2009; and
2. Accept a revised scope of work for the Commercial Improvements to include the demolition, if necessary,
of a dilapidated 2,500 square foot building on the site and an increase in size of the aggregate Commercial
Improvements from 3,500 to 5,500 square feet.
If a temporary Certificate of Occupancy is not issued by December 31, 2009, the Developer will not be
entitled to the tax abatement benefit and the Agreement will terminate.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 12/30/2008
Page 2 of 2
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
TO Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Tom Higgins (6192)
Jay Chapa (5804)
Cynthia Garcia (8187)
Dolores Garza (2639)
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 12/30/2008
�inr s�cREr�
STATE OF TEXAS § C+��pG� �� '���b� -=��
COUNTY OF TARRANT §
AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 34468
TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND LANCASTER AVENUE, LTD.
This AMENDMENT NO. 1 TO CITY S�CIZETARY CONTRACT NO. 34468
("Amendment") is entered into by and between the CITY OF FORT WORTH (the "City"), a
home rule municipality organized under the laws of the State of Texas and acting by and through
Tom Higgins, its duly authorized Assistant City Manager, and LANCASTER AVENUE, LTD.
("Developer"), a Texas limited partnership acting by and through J. Waymon Levell, President
of LT Real Estate Corporation, a Texas corporation and Developer's sole general pai-tner.
The City and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the City and Developer have entered into this Amendment:
A. The City and Developer previously entered into that certain Tax Abatement
Agreement on file in the City Secretary's Office as City Secretary Contract No. 34468, as
previously amended by that certain Amendment No. 1 to Tax Abatement Agreement on file in
the City Secretary's Office as City Secretary Contract No. 34468-A1 (the "Agreement"). The
Agreement requires Developer to expend at least $1,500,000.00 in Construction Costs to
renovate and redevelop a deteriorating commercial and retail shopping center (the "Required
Improvements") on the Land subject to Abatement, as speciiically set forth in Exhibit "D" of
the Agreement. In return, Developer is eligible to receive a ten (10)-year Abatement on the Land
and any improvements located thereon, including the Required Improvements. The Agreement
requires that the Completion Date (as defined in the Agreement) for the Required Improvements
must occur by December 31, 2009 (the "Completion Deadline").
B. Developer has requested that the Completion Deadline be eatended due to
unforeseen delays in constructing the Required Improvements. Due to the economic and other
public benefits that will accrue from completion of the Required Improvements, the City is
willing to amend the Agreement to accommodate Developer's request, provided that Developer
adheres to certain additional development and use requirements for the Land, as specified in this
Amendment.
C. This Amendment is authorized under § 312.208 of the Texas Tax Code because
(i) the provisions of this Amendment could have been included in the original Agreement and (ii)
this Amendment has been entered into following the same procedure in which the Agreement
was approved and executed.
�ITY S�C�E�'ARY
��;_ ���•=>�- �•:a
��-` .
Page 1
Amendment No. 2 to CSC No. 34468
Tax Abatement Agreement between City of Fort Worth and Lancaster Avenue, Ltd.
NOW, THER�FORE, the City and Developer, for and in consideration of the terms and
conditions set forth herein, do hereby contract, covenant and agree as follows:
1. Exhibit "D-1" of the Agreement (Required Improvements) is hereby deleted in its
entirety and replaced with Exhibit "D-2", attached hereto and hereby made a part of this
Amendment and the Agreement for all purposes.
2. The second sentence of Section 1.2 of the Agreement (Completion of Required
Improvements) is hereby amended to read as follows:
Developer covenants and agrees that the Completion Date shall occur by April 1,
2010, unless delayed because of Force Majeure, in which case the April 1, 2010
date shall be extended by the number of days comprising the specific Force
Majeure (the "Completion Deadline").
3. The last sentence of Section 1.3 of the Agreement (Use of Land) is hereby atnended to read
as follows:
As a condition precedent to Developer's right to receive any Abatement under this
Agreement, to the extent permitted by law Developer shall place, maintain and
enforce restrictive covenants excluding tattoo parlors, massage therapy businesses,
liquor and pacicage stores, pawn shops and any other uses listed as unsupported
project types in the Oakland Corners Neighborhood Empowerment Zone Strategic
Plan, as set forth in Exhibit "E", attached hereto and hereby made a part of this
Agreement for all purposes.
4. Capitalized terms used but not identified in this Amendment shall have the same meanings
assigned to them in the Agreement,
5. Except as otherwise specifically amended in this Amendment, the Agreement shall remain
in full force and effect.
6. This Amendment contains the final written expression of the City and Developer with
respect to the subject matter hereo£ This Amendment may be executed in multiple counterparts,
each of which shall be considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 2
Amendment No. 2 to CSC No. 34468
Tax Abatement Agreement between City of Fort Worth and Lancaster Avenue, Ltd.
CITY OF FORT WORTH:
By. �-� r�
Tom Higgins
Assistant City Manager
Date: ����`�
ATTEST:
gy: r � �, v�
City Secretary
LANCAST�R AVENUE, LTD:
By: LT Real Estate Corporation,
a Texas corporation and its
sole general partz�er:
By:
J. Waymon Levell
President
Date
ATTEST:
:
APPROVED AS TO FORM AND LEGALITY:
�' � ,-�
By:
Peter Valcy
Assistant City Attorney
M& c: C�23 999 /Z-/S- 0 9
Page 3
Amendment No. 2 to CSC No. 34468
"I'ax Abatement Agreement between City of Fort Worth and Lancaster Avenue, Ltd.
� �`�FFIClAL RE��RD
:;9TY SECRETARY
FT. It�i�7�`�H, TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Tom
Higgins, Assistant City Manager of the CITY OF FORT WORTH, a municipal
corporation organized under the laws of the State of Texas, 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 CITY OF FORT WORTH, 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 CITY OF FORT WORTH for the
purposes and consideration therein expressed and in the capacity therein stated.
- GIVEN LTNDER MY HAND AND SEAL OF OFFICE this _�day of
� � r 2010.
/ ,% � .
., , ,� r� ; �`,,; . % -
Nota y Public in and for � ,
the State of Texas
Notary's Printed Name
STATE OF TEXAS §
COUNTY OF TARRANT §
� =*?°�'�Y �P''�*_ MARIA S. SANCHEZ
,,�,�,:y: MY COMMISSION [XPIRES
^;; oF ; � �'' December 14, 2013
BEFORE ME, the undersigned authority, on this day personally appeared J.
Waymon Levell, President of LT Real Estate Corporation, the sole general partner of
LANCASTER AVENUE, LTD. 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 LANCASTER AVENUE, LTD.
GIVEN UNDER MY HAND AND
.-- day of i ' , . .
SEAL OF OFFICE this
. 2010.
Notary Public in and for
the State of Texas �O��YP��(f, DEBBIE L. HOBBS
* Notery Publlc
'` Stato pf Texas
t � 5
1 ��OFt� My Comm, pcp. OB07-2011
Notary's Printed Name
Amendment No. 2 to CSC No. 34468
Tax Abatement Agreement between City of Fort Worth and Lancaster Avenue, Ltd.
Exhibit "D-2"
Required Im�rovements
The Required Improvements consists of the following:
1. Renovation of approximately 39,000 square feet of the Oalcland Corners
Shopping Center located at 4217 E. Lancaster, the entirety of which must have at
least a temporary certificate of occupancy by the Completion Deadline.
2. Construction of a new coznmercial use building of approxinnately 5,000 square
feet on the Out-Parcel Site, the entirety of which must have a final certificate of
occupancy by the Completion Deadline.
3. Demolition and clearance of an existing 2,500 square foot building located at
4235 E. Lancaster.
4. Construction of a shell building on the site of the former auto shop, as depicted in
the map attached hereto, whose fa�ade is flush or even with the fa�ade of the
Oakland Corners Shopping Center at 4217 E. Lancaster, substantially in
accordance with the elevation attached hereto as Exhibit "D-2(a)", which is
hereby made a part of this Agreement for all purposes, the securing of all City
inspection permits for such site and building, and the recording of a new plat for
such site that is acceptable to the City.
The use of the Land must be consistent with current zoning classification applicable to
the Land and comply with Section 1.3 of this Agreement, including the placement of
deed restrictions regarding the prohibited uses set forth in Section 1.3.
Amendment No. 2 to CSC No. 34468
Tax Abatement Agreement beriveen City of Fort Worth and Lancaster Avenue, Ltd.
Exhibit "E"
List of Prohibited Uses Classified as
Unsupported Project Types in the Oakland Corners
Neighborhood Empowerment Zone Strategic Plan
(in Addition to Anv Other Prohibited Uses Specified by Section 1.3 of A�reement)
Amendment No. 2 to CSC No. 34468
Tax Abatement Agreement between City of Fort Worth and Lancas[er Avenue, Ltd.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/15/2009
DATE: Tuesday, December 15, 2009 REFERENCE NO.: C-23999
LOG NAME: 170AKLAND CORNERS EDI TA AMENDMENTS
�UBJECT:
Authorize Amendment No. 2 to City Secretary Contract Nos. 34468 and 35603, Tax Abatement and
Economic Development Program Agreements with Lancaster Avenue, Ltd., to Extend Deadlines Relating to
Redevelopment on the Northeast Corner of the 4200 Block of East Lancaster and Oakland Boulevard in the
Oakland Corners Urban Village
RECONIMENDATION:
It is recommended that the City Council authorize the City
Manager to execute Amendment No. 2 to City Secretary Contract
Nos. 34468 (Tax Abatement Agreement) and 35603 (Economic
Development Program Agreement) with Lancaster Avenue, Ltd., in
order to extend deadlines relating to the redevelopment and scope
of work schedule of individual buildings located at the northeast
corner of the 4200 Block of East Lancaster and Oakland Boulevard
in the Oakland Corners Urban Village.
DI5CUSSION:
On August 29, 2006, the City Council authorized the execution of
City Secretary Contract No. 34468, a 10 year Tax Abatement
Agreement with Lancaster Avenue, Ltd., (Developer) for the
redevelopment of a 42,000 square foot shopping center located at
northeast corner of the 4200 block of East Lancaster Avenue and
Oakland Boulevard (the Project). On July 17, 2007, the City
Council authorized execution of City SecreYary Contract No.
35603, an Economic Development Program Agreement with the
Developer for use of United States Department of Housing and
Urban Development (HUD) Economic Development Initiative
(EDI) grant funds of $198,000.00 for the Project. Both Agreements
provide that the Developer will invest at minimum, $1.5 million
into the renovation project of the 42,000 square foot Oakland
Shopping Center and cause new construction on the former
Grandy's out—parcel pad site of an approximately 3,500 square foot
building for commercial and/or retail located in the Project Area,
being the 4200 block of East Lancaster Avenue in the northeast
corner of the intersection of Lancaster Avenue and Oakland
Boulevard.
On December 16, 2008, because of unforeseen delays in obtaining
the Grandy' s outparcel and the downturn in economic market
conditions, the City Council authorized exe�ution of City Secretary
Contract Nos. 34468—Aland 35603—A1; which amended both
Agreements by extending the deadlines for eompletion of the
Project to December 31, 2009. Additionally, the scope of work was
expanded to include the possible demolition of a roughly 2,500
square foot dilapidated building located at the southeastern corner
of the project area.
To date, the Developer has invested more than $2.6 million and has
met approximately 22 percent of the tax abatement's
Minority/Women Business Enterprise (M/WBE) commitment and
is on track to fulfill the 25 percent commitment.
Due to the continued downturn of economic conditions and the
need to replat the former auto shop parcel located at the
northeastern corner of the shopping center which is currently in
process. The Developer does not expect to be able to complete the
Project by December 31, 2009, and has requested that both the Tax
Abatement Agreement and Economic Development Program
Agreement be amended to extend the Project completion deadline
to April 1, 2010.
Since the Developer has invested approximately $2.6 million, 1.7
times the minimum, in required improvements and has completed
85 percent of the Project, staff is agreeable to this request, provided
that the Developer complies with the following:
1. On the former auto shop site cause the construction of a shell
building whose fa�ade is flush or even to the shopping center (see
attached elevation);
2. Record a new plat for the auto shop site; and
3. Utilize and maintain project types/uses described in the Oakland
Corners Neighborhood Empowerment Zone Strategic Plan (see
attachment) for the Project area and the former Grandy's parcel.
If the first and second contingencies described above are not
completed by April 1, 2010, and/or if the Neighborhood
Empowerment Zone Strategic Plan is not adhered to by the
Developer or its subsequent tenandlessee, the Developer will be in
default and the City will have the right to terminate both
Agreements.
This project is located in COLTNCIL DISTRICT 8.
FISCAL INFORMATION:
The Financial Management Services Director certifies that this
action will have no material effect on City funds.
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Submitted for CitX Manager's Office by�
FROM Fund/Account/Centers
Thomas Higgins (6140)
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1. 170akland Corners NEZ Strate,�ic Plan 1-6-09.pdf
2. Oakland Corners MU-1 zonin�.nnt
3. South Elevation.doc
Jay Chapa (7540)
Dolares Garza (2639)
Cynthia Garcia (8187)