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HomeMy WebLinkAboutContract 47823 rITY SECRETAW CONTRACT NO., /0 TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE 2900 Wingate Street This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through David Cooke, its duly authorized City Manager, and Vaquero Office Partners, LP, ("Owner") of property located at Lot 14-R1, Block 3, Linwood Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 388-216, Page 1, Deed Records, Tarrant County, Texas, commonly known as 2900 Wingate Street The City Council of the City of Fort Worth ("City Council") hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. Chapter 378 of the Texas Local Government Code allows a municipality to create a neighborhood empowerment zone if the municipality determines that the creation of the zone would promote: (1) the creation of affordable housing,including manufactured housing in the zone; (2) an increase in economic development in the zone; (3) an increase in the quality of social services, education, or public safety provided to residents of the zone; or (4) the rehabilitation of affordable housing in the zone. B. Chapter 378 of the Texas Local Government Code provides that a municipality that creates a neighborhood empowerment zone may enter into agreements abating municipal property taxes on property in the zone. C. On July 31, 2001, the City Council adopted basic incentives for property owners who own property located in a Neighborhood Empowerment Zone, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, titled "Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were readopted on May 19, 2015 (Resolution No. 4455). D. The NEZ Incentives contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). E. On December 7, 2010, the City Council adopted Ordinance No. 19466 ("Ordinance") establishing 'Neighborhood Empowerment Reinvestment Zone No. 15R," City of Fort Worth, Texas ("Zone") and adopted Resolution No. 3950 establishing "Designation of Trinity Park Area as a Neighborhood Empowerment Zone" ("NEZ"). This reinvestment zone was renewed on January 26, 2016,by the City Council and the adopted Ordinance No. 22070 OFFICIAL RECORC,; CITY SECRETARY FT. WORT HI 1,s oc► ? Page 1 of 13 - -- -- -_--_— CP, NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Streeth� Approved by M&C C-27687, April 19, 2016 `f: c� F. Owner owns certain real property located entirely within the Zone and that is more particularly described in Exhibit"I", attached hereto and hereby made a part of this Agreement for all purposes (the"Premises"). G. Owner or its assigns plan to construct a two-story commercial building for office use, more particularly described in Section 1.1 of this Agreement, on the Premises (the"Project"). H. On March 2, 2016, Owner submitted an application for tax abatement to the City concerning the Premises (the "Application"), attached hereto as Exhibit "2" and hereby made a part of this Agreement for all purposes. I. The contemplated use of the Premises, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the NEZ Incentives, the Ordinance and other applicable laws, ordinances,rules and regulations. J. The terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the NEZ Incentives. K. Written notice that the City intends to enter into this Agreement has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements. Owner shall construct, or cause to be constructed, on and within the Premises certain improvements consisting of an approximately 12,000 square foot, two-story commercial building for office use and having Construction Costs, excluding land, upon completion of $3,115,596.00 including site development costs (collectively, the "Required Improvements") but such Construction Costs shall be reduced by any construction cost savings. The type, number and details of the Required Improvements are described in Exhibit "3". After construction of the Required Improvements is complete Owner shall provide a copy of the final construction invoices to City. The invoices shall then be attached and made a part of this Agreement and shall be labeled Exhibit "4". Minor variations, and more substantial variations if approved in writing by both of the parties to this Agreement, in the Required Improvements from the description provided in Exhibit "3" shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"3". Page 2 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 1.2. Construction Costs. "Construction Costs" shall mean site development costs (including demolition and environmental abaternent), hard construction costs; contractor fees; engineering fees; architectural fees; design and consulting fees; and development fee and permitting fees expended by Owner directly in connection with construction of the Required Improvements. The City recognizes that Owner will request bids and proposals from various contractors in order to obtain the lowest reasonable price for the cost of the Required Improvements. In the event that bids and proposals for the Required Improvements are below $3,115,596.00 in Construction Costs for work substantially the same as that provided in Exhibit "3" and otherwise described in this Agreement, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default for its failure to expend at least $3,115,596.00 in Construction Costs, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. The final site plan shall be in substantially the same form as the site plan submitted and attached as Exhibit "3". Minor variations, and more substantial variations if approved in writing by both parties to this Agreement, in the Required Improvements from the description provided in the Application for Tax Abatement shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"3". 1.3. Completion Date of Required Improvements. Owner covenants to complete construction of all of the Required Improvements within two years from the date of Council approval of the tax abatement. The abatement will automatically terminate two years after Council approval if a building permit has not been pulled and a foundation has not been poured, unless delayed because of force majeure, in which case the two-years shall be extended by the number of days comprising the specific force majeure. For purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable control, including, without limitation, delays caused by adverse weather, delays in receipt of any required permits or approvals from any governmental authority, or acts of God, fires, strikes, national disasters, wars, riots and material or labor restrictions, and shortages as determined by the City of Fort Worth in its sole discretion, which shall not be unreasonably withheld,but shall not include construction delays caused due to purely financial matters, such as,without limitation, delays in the obtaining of adequate financing. 1.4. Use of Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be continuously used as a commercial building for office use and in accordance with the description of the Project set forth in the Exhibit "3". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. Page 3 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City hereby grants to Owner real property tax abatement on the Premises, the Required Improvements, as specifically provided in this Section 2 ("Abatement"). Abatement of real property taxes only includes City of Fort Worth- imposed taxes and not taxes from other taxing entities. 2.1. Amount of Abatement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Required Improvements over their values as determined by TAD in March 2016, and this amount is $0.00 the year in which this Agreement was entered into: One Hundred percent (100%) of the increase in value from the construction of the Required Improvements. If the square footage requirement and the appraised value of the Required Improvements are less than as provided in Section 1.1 of this Agreement, except that such minimum construction costs shall be reduced by construction cost savings, Owner shall not be eligible to receive any Abatement under this Agreement. 2.2. Increase in Value. The abatement shall apply only to taxes on the increase in value of the Premises due to construction of the Required Improvements and shall not apply to taxes on the land, nor shall the abatement apply to mineral interests. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based on the increase in value of the Required Improvements over its value in March 2016, up to a maximum of $4,673,394.00. In other words,by way of example only, if the increase in value of the Required Improvements over its value in March 2016, in a given year is $5,000,000.00, Owner's Abatement for that tax year shall be capped and calculated as if the appraised value of the Required Improvements for that year had only been$4,673,394.00. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.5. Term. The term of the Abatement (the "Term") shall begin on January 1` of the year following the calendar year in which a final certificate of occupancy is issued for the Required Improvements ("Beginning Date") and, unless sooner terminated as herein Page 4 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 provided, shall end on December 31 immediately preceding the fifth (5th) anniversary of the Beginning Date. 2.6. Abatement Application Fee. The City acknowledges receipt from Owner of the required Abatement application fee of one half of one percent (.5%) of Project's estimated cost, not to exceed $2,000. The application fee shall not be credited or refunded to any party for any reason. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Premises. Between the execution date of this Agreement and the last day of the Term and for five (5) years after termination("Compliance Auditing Term"), at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Premises in order for the City to inspect the Premises and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. The City shall have the right to audit at the City's expense the financial and business records of Owner reasonably necessary to substantiate compliance herewith for the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all applicable Records available to the City on the Premises 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. 3.3. Provision of Information. On or before March 1 following the end of every year during the Compliance Auditing Term and if requested by the City, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include, but not be limited to, the number and dollar amounts of all construction contracts and subcontracts awarded on the Project. Failure to provide all information within the control of Owner required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. Page 5 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term and shall notify Owner of such decision and ruling. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. 4. EVENTS OF DEFAULT. 4.1. Defined. Unless otherwise specified herein, Owner shall be in default of this Agreement if(i) Owner fails to construct the Required Improvements as defined in Section 1.1.; (ii) ad valorem real property taxes with respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Premises, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes or(iii) OWNER DOES NOT COMPLY WITH CHAPTER 7 AND APPENDIX B OF THE CODE OF ORDINANCE OF THE CITY OF FORT WORTH (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 Owner that describes the nature of the Event of Default. Owner shall have sixty (60) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have ninety(90) calendar days from the original date of receipt of the written notice, or(ii) if Owner reasonably believes that Owner will require more than ninety (90) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default, which is defined in Section 4.1, has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Premises and in the vicinity of the Premises; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) otherwise harm the City, and Owner agrees that the amounts of actual damages there from are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall not be eligible for the Abatement for the remaining Term and Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with Page 6 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty(60) days following the effective date of termination of this Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest. Notwithstanding anything herein to the contrary, damages due under this paragraph shall be the sole responsibility of Vaquero Office Partners, LP. 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Premises or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 4.5. Sexually oriented Business & Liquor Stores or Package Stores. a. Owner understands and agrees the City has the right to terminate this agreement if the Project contains or will contain a sexually oriented business. b. Owner understands and agrees that the City has the right to terminate this agreement as determined in City's sole discretion if the Project contains or will contain a liquor store or package store. 5. EFFECT OF SALE OF PREMISES. Owner may assign this Agreement and all or any portion of the benefits provided hereunder to Vaquero Office Partners, LP, or an Affiliate without the consent of the City, provided that (i) prior to or contemporaneously with the effectiveness of such assignment, Owner provides the City with written notice of such assignment, which notice shall include the name of the Affiliate and a contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Owner under this Agreement. For purposes of this Agreement, an "Affiliate" means all entities, incorporated or otherwise, under common control with Owner, controlled by Owner or controlling Owner. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Owner may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Any attempted assignment Page 7 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 without the City Council's prior written consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice fiom the City to Owner. 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: City: Owner: City of Fort Worth William A. Landreth III Attn: City Manager Manager 1000 Throckmorton Vaquero Office Partners, LP Fort Worth, TX 76102 3211 West 4t'' Street Fort Worth, Texas 76107 and Neighborhood Services Department Attn: Director 1000 Throckmorton Fort Worth, TX 76102 7. MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. Neither the Premises nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Planning or Zoning Commission or any member of the governing body of any taxing units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit"3", the body of this Agreement shall control. As of April 19, 2016, the City is unaware of any conflicts between this Agreement and the City's zoning ordinance or other ordinances or regulations. Page 8 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 7.4. Future Application. A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. C-27687 on April 19, 2016, which, among other things, authorized the City Manager to execute this Agreement on behalf of the City. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions, or City Council actions authorizing this Agreement and Owner shall be entitled to intervene in any such litigation. 7.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations, or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. 7.9. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.10. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Page 9 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 7.11. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument. (REMAINDER OF PAGE INTENTIONALLY BLANK) Page 10 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687,April 19, 2016 Vaquero Ventures Management, LLC General Partner for City of Fort Worth: Vaquero Office Partners, LP ot c �--- By: By. - Fernando Costa William A. Landreth, III Assistant City Manager Manager 0R� q�``g� ATTEST: By: S $ City Secretary -IT - ama APPROVED AS TO FORM AND LEGALITY: By: �i �Z-t�I'nl� Melinda Ramos Sr. Assistant City Attorney M & C: C-27687 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX STATE OF TEXAS § ==v COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 'L04-day of 201 . TRIKINYA L JOHNSON '_ �A`4,' Notary Public,State of Texas Notary Public in and f =V.; } Comm.Expires 04-17-2018 the State of Texas °,, V Notary ID 1238832-0 Page 11 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared William A. Landreth, I11, Manager of Vaquero Ventures Management, LLC, General Partner for Vaquero Office Partners, LP, 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 Vaquero Office Partners, LP. GIVEN UNDER MY HAND AND SEAL OF OFFICE this -r-D!Kday of M avl , 2016. 1a ��Rr►�s,, STACY BRYANT Notary Public ' nd for 0 Notary Public,State of Texas The State of xas r�:: Comm.Expires 11-10-2019 ,,1�F•... `` „°;,,,�� Notary ID 130435796 Page 12 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 Exhibit 1: Property Description Exhibit 2: Application: (NEZ) Incentives and Tax Abatement Exhibit 3: Project description Exhibit 4: Final Construction Invoices (to be attached after construction) Page 13 of 13 NEZ Tax Abatement with Vaquero Office Partners, LP, 2900 Wingate Street Approved by M&C C-27687, April 19, 2016 Exhibit 1 Property Legal Description Lot 14-R1, Block 3, Linwood Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 388-216, Page 1, Deed Records, Tarrant County, Texas, commonly known as 2900 Wingate Street. Exhibit 2 f FORT WORTH Application No. 07-A ! (CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE (NEZ) PROGRAM PROJECT CERTIFICATION APPLICATION I. APPLICATION CHECKLIST - Please submit the following documentation: i ❑ A completed application form ❑x A list of all properties owned by the applicant,owner,developer,associates,principals,partners,and agents in the Citv Fort Worth F Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the application fee is$25.00.For multifamily,commercial,industrial,community facilities, and mixed-use tax abatement applications: 0.5%of the total Capital Investment of the project,with a$200.00 minimum and not to exceed$2,000,00;For residential tax abatement applications: $100.00 per house. ® Proof of ownership,such as a warranty deed,affidavit of heirship, or a probated will OR evidence of site control,such as option to buy(A registered warranty deed is required for tax abatement application.) ❑ Title abstract of the property(only if applying for release of City liens) Fx� A reduced 11x17 floor plan,site plan,and site elevation with a written detailed project description that includes a construction time line 0 A detailed line item budget showing the cost breakdown for the project 0 Copy of Incorporation Papers noting all principals,partners,and agents if applicable 0 Required-Meet with the Councilmember and Neighborhood&other Organizations representing the NEZ as outlined in the Public Notice requirement of the NEZ Policy and Guidelines revised February 5,2014 or followed guidelines of NEZ Strategic Plan if a Strategic Plan is in place for the specific NEZ. ❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development Corporation(For projects located in Woodhaven NEZ only) INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED DOCUMENTS SHOWN IN THE ABOVE CHECKLIST ARE SUBMITTED WITHIN 30 DAYS OF THE DATE OF APPLICATION. YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY. IT TAKES 60 TO 90 BUSINESS DAYS TO COMPLETE THE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER THE ISSUANCE OF NEZ CERTIFICATION DEPENDING ON THE COMPLEXITY OF YOUR PROJECT. ALL BUILDING PERMITS MUST BE PULLED WITHIN THE 12 MONTH PERIOD THAT CERTIFICATION WAS APPROVED,OR WITHIN THE 12 MONTH PERIOD THAT THE TAX ABATEMENT WAS APPROVED, OR YOU WILL BE REQUIRED TO RE-APPLY FOR NEZ INCENTIVES. H. APPLICANT I AGENT INFORMATION 1. Applicant: Vaquero Office Partners, LP 2. Contact Person: W.A. Landreth 3. Address: 3211 West 4th Street Fort Worth TX 76107 Street City State Zip 4. Phone no.: 817-228-5268 5. Fax No.: 817-984-8373 6. Email: walandreth@vaqueroventures.com 7. Agent(if any) Phillip Poole-Townsite Company 8. Address: 2918 Wingate,Suite 100 Fort Worth, TX 76107 Street City State Zip 9. Phone no.: 817-850-9500 10. Fax No.: 817-850-9503 11. Email: phillip@townsiteco.com Revised July 23,2014 1 F'ORTWORTH ApplicationNo. PROJECT ELIGIBILITY 1. Please list the addresses and legal descriptions of the project and other properties your organization owns in Fort Worth. Attach metes and bounds description if no address or legal description is available. Attach a map showing the location of the project. Table 1 Proper Own ship Address Zip CodePserintion ro'ect Location Subdivision Name Lot No. Block No. ?,k-f0 Wingate Street 76107 Linwood Addition 14R 3 228 Wimberly 76107 Linwood Addition A 3 Other properties owned in the City of Fort Worth -continue on a separate sheet and attach if necessary. 5701 Crowley Road 76134 Klimist Addition 2. For each property listed in Table 1,please cheep the boxes below to indicate ih • there are taxes past due; or • there are City liens;or • You (meaning the applicant, developer, associates, agents, principals) have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five years. Table 2 Propemly Taxes and City Liens Property City Liens on Property Address Taxes Weed Board-up/Open Demolition Paving Order of Due Liens Stucture Liens Liens Liens Demolition 9910 lAringgfp-Street NLA ❑ ❑ El ❑ 228Wimberl Street N/A ❑ ❑ 5701 Crowley Road NIA ❑ 0 ❑ ❑ El ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 1 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ (Please attach additional sheets of paper as needed.) If there are taxes due or liens against any property in the City of Fort Worth you may not be eligible for NEZ incentives Revised July 23,2014 2 FORTCIRTH Application No. �1�� 3. Do you own other properties under other names? M Yes❑No If Yes, please specify Vaquero Crowley Partners, LLC 4. Does the proposed project conform with City of Fort Worth Zoning? ®Yes ❑No If no,what steps are being taken to insure compliance? 5. Project ❑ ❑ ❑x ❑ ❑ ❑ Type: Single Family Multi-Family Commercial Industrial Community Facilities Mixed-Use ❑Owner Occupied EJ Rental Property 6. Please describe the proposed residential or commercial project: Construction of new 2-story office building 7. If your project is a commercial,industrial,or mixed-use project,please describe the types of businesses that are being proposed: Single User-Real Estate Developer 8. Is this a new construction or rehab project? ®New Construction ❑Rehab 9. How much is the total development cost of your project? $3,115,585.00 10. Wilt the eligible rehabilitation work* be equal to at least 30% of the Tarrant Appraisal District (TAD)assessed value of the structure during the year rehabilitation occurs? Q Yes ❑No *Eligible rehabilitation includes only physical improvements to real property. It does NOT include: Front yard fencing consisting of chain-link or solid material construction;personal property such as furniture, appliances,equipment,and/or supplies.Total eligible rehabilitation costs shall equal to or exceed 30%of the TAD appraised value of the structure during the year rehabilitation occurs. 11. How much is the total square footage of your project? 5700 square feet * If applying for a tax abatement please answer questions 12—16.If not skip to part III l<ncentjyes 12.For a single-family homeownership, mixed-use, or multi-family development project, please fill out the number of residential units based on income range of owners or renters in the following table. Table 3 Number of Residential Units and Income Range of Owners or Renters Number of Units Percentage Income Range >80%of AMFI** At or below 80°%of AMFI Total Units **AMFI:Area Median Family Income. Please see attachment for income and housing payment guidelines. 13. For a multifamily proiect to be qualified for tax abatement, at least 20% of total units shall be affordable to families at or below 80% of AAM. Check the box if you are requesting a waiver of this requirement. ❑ 14. For a commercial, industrial or community facilities proiect, indicate square footage of non- residential space. Commercial. Industrial Community Facilities 5,700 square feet 0 square feet 0 square feet Revised July 23,2014 3 FOORTWORTH ApplicationNo. I 15.How much will be your Capital Investment*** on the project?Please use the following table to provide the details and amount of your Capital Investment(Attached additional sheets if necessary). Table 4 Itemized Budget of the Project Items Amount Notes Construction Costs $2,250,000 Development&Soft Costs $ 865,596 Total '43 115 596 ***Capital Investment includes only real property improvements such as new facilities and structures,site improvements,facility expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing improvements,or personal property(such as machinery,equipment,and/or supplies or inventory). 16. For a commercial, industrial, community facility or mixed-use project,how many employees will the project generate? 17. For a mixed-use proiect,please indicate the percentage of all uses in the project in the following table. Table 5 Percentage of Uses in a Mixed-Use Project Type Square Footage Percentage Residential Office Eating Entertainment Retail sales Service Total III. INCENTIVES - What incentives are you applying for? Municipal Property Tax Abatements Must provide Final Plat Cabinet and Slide for Tax Abatement Cabinet Slide x❑ 5 years ❑More than 5 years ❑Residential owner occupied ❑Residential Rental Property []Apartments(5 plus units) ®Commercial Development Fee Waivers ® All building permit related fees(including Plans Review and Inspections) ❑x Plat application fee(including concept plan,preliminary plat,final plat, short,form replat) ❑x Zoning application fee © Board of Adjustment application fee ® Demolition fee ❑ Structure moving fee ® Community Facilities Agreement(CFA)application fee x❑ Street and utility easement vacation application fee Impact Fee Waivers -The maximum water/wastewater impact fee waiver amount for a commercial, industrial,mixed- use,or community facility development project is equivalent to the water/wastewater impact fee of two 6-inch meters x❑ Water (Meter Size (No. of meters ) ❑Transportation Release of City Liens ❑ Weed liens ❑Paving liens ❑Board up/open structure liens ❑Demolition liens Revised July 23,2014 4 i f FOC�7' ORT ApplicationNo. M. ACKNOMEDGAWNTS I hereby certify that the information provided is true and accurate to the best of my knowledge. I hereby acknowledge that I have received a copy of NEZ Basic Incentives,which governs the granting of tax abatements,fee 1 waivers and release of City liens, and that any VIOLATION of the terms of the NBZ Basic Incentives or MISREPRESIINTATION shall constitute grounds for rejeo0on of an application or termination of incentives at the discretion of the City. 7 understand that the approval of fee waivers and other incentives shall not be deetned to be approval of arty aspect of the project. I understand that I ann responsible in obtaining required permits and inspections from the City and in ensuring the project is located in the correct zoning district. I understand that my application will not be processed if it Is incomplete, I agree to provide any additional information for determining eligibility as requested by the City. (PRINTED OR TYPED NAME) (AUTMRI22D SIGNATURE) (DATE) G,44 Please mail or&your,application to: City of Fort Worth Planning and Development Departnnent 1000 Tliroclmrorton Street?Fort Worth,Texan 76102. To); 817 392-2222 Fax.,M 392-S1Y6' Btectronic version of this form is available on our website. Vor more Information on the NEZ Program,please visit our web site atwww.fortwoM6gav.org/planningauddevelopmW For Mee Use Only Application No, jII-oQ&A 3 In whichNEZ? Council District Application Completed Date(Recely d Date): _ w Conform with Zoning? es ❑No Typo? [3 Sit El Multifamily W= ❑Industrial d Community facililiea ❑Mixed-Use Construction cornpletlon date? d BeforeNHZ❑Ager NHZ Ownership/Site Control Q Yes❑No TAD Account No. Consistent with the NEZ plan? &Yes ❑No Meet affordability test? Yes ❑No Minimum Capital Investment? 2 Yes ❑No Rehab at or higherthan 30%2 [✓ Yes ❑No Meet mixed-use definition? 53Yes Q No Tax current on this property? [ Yes ❑No Tax current on other propertlea? ales ❑No City!lens on this property? City lions on other properties? • Weed liens ❑Yes ErNo .Weed liens ❑Yes allo .Board-up/open structure liens ❑Yes @T4o •Board-up/open structure lions ❑Yes 42-So •Demolition Bens ❑Yes �To •Demolition liens ❑Yes EWo •Paving liens ❑Yes 2Ta •Faving liens ❑Yes • Order of de' lition ❑Y o . Order of demolition ❑Yes No Certified? Yes ❑No Certified by Date certification issued? — I LP If not certified,reason Referred to: ❑Economic Development ❑Housing ❑bevelopment ❑Water ❑Code (]TPW Revised 7uly 23,2014. 5 Exhibit 3 Project Description A two story office building consisting of approximately 12,000 square feet. The building will consist of concrete walls with stone accents. Storefront glass windows and metal canopies also highlight the exterior. The parking areas will be concrete with appropriate landscaping. fl I 1, f0A 1 I 1 t NI i FIL Il+ I 'I. fl �E t:,l'.� I I , ,' Al �• r i � ,f�l;'if5f�! I x:,111 i=• � .I i (,I� ,�yi,i � I ;II �I' fll , �`.l'M ' -i I S 1`1 4 I'. t ` � 1 ;t'•�'' 1 4Sl r Itz 1 1 ! +ter \ i Ii I r IP— !—F \ I 1 I g ii it I 1 i I u u II ®y I I I II I° I ii ii a s� z' 1 �II it II01 In y0 I I yl 11 II 9- S o '�8 {itd I I it II � I 1 I it [s• I 30 � o I I I n lY 1 III ' z c II IG �m I:. lil I ii ii o A� Iii u i I' I az I .ii 1 ii �I• ii a�� I I I i � � i Ili III it ' ! i f I, III i u 1 z I it It lit 3� Ii 1 tlu�-I ,s-s- u-r ,-s• s W—/r tLAR1E BMW( WINGATE STREET p �v ❑ AISW OFi10E FOR L-Y �„ r� 2V{�1AERO VENTURES =® cam ac�immue,. FO IQT WORTH,TEXASSASTREET107'm� a9 ^OV 12-03-15 Exhibit 4 Final Construction Invoices Will be provided to City after construction is complete and final Certificate of Occupancy is issued. M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas FoRTWORTIl COUNCIL ACTION: Approved on 4/19/2016 DATE: 4/19/2016 REFERENCE C-27687 LOG NAME: 19NS NEZ2900WINGATE NO.: NON- PUBLIC CODE: C TYPE: CONSENT HEARING: NO SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Vaquero Office Partners, LP, for the Construction of a Two-Story Commercial Building for Office Use on Property Located at 2900 Wingate Street in the Trinity Park Neighborhood Empowerment Zone (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a five-year Tax Abatement Agreement with Vaquero Office Partners, LP, for the construction of a two-story commercial building for office use on property located at 2900 Wingate Street in the Trinity Park Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone Tax Abatement Policy and Basic Incentives. DISCUSSION: Vaquero Office Partners, LP (Property Owner), is the owner of the property described as Lot 14-R1, Block 3, Linwood Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 388-216, Page 1, Deed Records, Tarrant County, Texas, 2900 Wingate Street, Fort Worth, Texas. The property is located within the Trinity Park Neighborhood Empowerment Zone (NEZ). The Property Owner plans to invest an estimated amount of$3,115,596.00 to construct an approximately 5,700 square foot, two-story commercial building for office use (Project). The Neighborhood Services Department reviewed the application and certified that the Project met the eligibility criteria to receive a Municipal Property Tax Abatement. The NEZ Tax Abatement Policy and Basic Incentives includes a five-year Municipal Property Tax Abatement on the increased value of improvements to the qualified owner of any new construction or rehabilitation within the NEZ. Upon execution of the Agreement, the total assessed value of the improvements used for calculating municipal property tax will be frozen for a period of five years starting January 2017 at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD) in December 2015, for the property as follows: Pre-Improvement TAD Value of Improvements $ 0.00 Pre-Improvement Estimated Value of Land $142,164.00 Total Pre-Improvement Estimated Value $142,164.00 The Municipal Property Tax Abatement on the improved value of the Project after construction is estimated in the amount of$26,638.00 per year for a total amount of$133,192.00 over the five-year http://apps.cfwnet.org/council_packet/mc review.asp?ID=222 0 6&councildate=4/1 9/2016 05/17/2016 M&C Review Page 2 of 2 period. However, this estimate may differ from the actual tax abatement value, which will be calculated based on the Tarrant Appraisal District appraised value of the property. The Tax Abatement Agreement may be assigned to an affiliate of the Property Owner without the consent of the City Council. If the property is sold to a new owner, other than an affiliate, the Agreement may be assigned only with City Council approval and provided that the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and Basic Incentives. This property is located in COUNCIL DISTRICT 9, Mapsco 62X. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of the above recommendation will have no material effect on the Fiscal Year 2016 Budget. While no current year impact is anticipated, upon approval of the tax abatement, reduced revenues will be included in the long-term forecast associated with years 2017-2021. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Sarah Odle (7316) ATTACHMENTS 2900 Wingate Map.pdf Form 1295 Certificate -2900 Wingate.pdf Front Elevation.pdf Site Plan.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=22206&councildate=4/19/2016 05/17/2016 CERTIFICATE OF INTERESTED PARTIES ".117 " )') FORM Z 9v loll Complete Nos.1.4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-32186 Vaquero Office Partners, LP Fort Worth,TX United States Date Filed: I 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/29/2016 being filed. City of Fort Worth Date Aclyiow ded: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. NZ16-00043 Development and construction of new 2-story,12,000 sf,Class A office building in Fort Worth,TX. 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Crockett, Emily Fort Worth,TX United States X Williams, Brian Fort Worth,TX United States X Landreth III,WA Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. .w.wwa. KYLE BARRETT .•••�*a�P�e�'� Notary Public.Slate of Texas Comm.Expires 06-11-2018 �'�TFO�`�+d• Notary ID 129854451 Signature of aut riz d agent of contracting business entity 9 g AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Com `�`1 Ilikt/1� this the a�day of 20_((0 ,to certify which,witness my hand and seal of office. C— Signafu4 of officer administering oath Printed na a of officer administering oath Title of off er administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312