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Contract 30457
STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT 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 TRINITY BLUFF DEVELOPMENT, LTD., ("Owner"), a Texas limited partnership whose sole general partner is Struhs Development Corporation, a Texas corporation. 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. On June 15, 2004, the City Council adopted Resolution No. 3092, 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 "General Tax Abatement Policy" (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 17, 2004, the City Council adopted Ordinance No. 16074 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 49, City of Fort Worth, Texas (the "Zone"). The Zone is an overlay within two existing tax increment reinvestment zones, Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Downtown TIF") and Tax Increment Reinvestment Zone Number Nine, City of Fort Worth, Texas (the "Trinity River Vision TIF"). City staff intends to recommend that the City Council reduce the boundary of the Trinity River Vision TIF and expand the boundary of the Downtown TIF so that all property within the Zone is located in the Downtown TIF. D. Owner owns 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"). E. Owner plans to undertake or cause to be undertaken the Required Improvements, as defined in Section 1.1 of this Agreement, which will include, among other things, an apartment complex with approximately three hundred(300) units for lease at market rates (the"Project"). Pae 1 Tax Abatement Agreement between _;�� 5� ? City of Fort Worth and Trinity Bluff Development,Ltd. U� V K .r F. On August 16, 2004 Owner submitted an application for tax abatement to the City concerning the contemplated use of the Land (the"Application"), attached hereto as Exhm t"'C" and hereby made a part of this Agreement for all purposes. G. 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 development of the 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, the Ordinance and other applicable laws, ordinances,rules and regulations. H. The terms of this Agreement, and the Land and Required Improvements, satisfy the eligibility criteria of the Policy for Residential Development Projects, as defined in the Policy. I. 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 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. 1.1.1. Nature of Improvements. As more particularly described in Exhibit "C", Owner shall expend or cause to be expended at least $25 million in Construction Costs to (i) construct an apartment complex with approximately three hundred (300) units for lease at market rates and (ii) provide and expend at least $45,000 for site development, landscaping and hard Construction Costs (which amount shall be a part of and not in addition to the $25 million Construction Cost requirement herein) to develop landscaped and permanently-dedicated pedestrian access points and trail connections to the Trinity River that are reasonably acceptable to the City, the plans and budgets of which must be approved by the City in writing prior to any work thereon being undertaken thereon (collectively, the "Required Improvements"). For purposes of this Agreement, "Construction Costs" shall mean site development costs; hard construction costs; contractor fees; the costs of supplies and materials; engineering fees; architectural fees; and other professional (including legal and the costs associated with the financing of the Required Improvements), development and permitting fees expended directly in connection with the Required Improvements. The City recognizes that Owner will request bids and proposals from various contractors in order to obtain the lowest reasonable price for the cost of the Required Improvements. In the event that bids and proposals for the Required Improvements are below $25 million in Construction Costs for work Page 2 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. ° - t substantially the same as that provided in Exhibit "C" 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 $25 million in Construction Costs, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. 1.1.2. Completion of Required Improvements. Owner intends for work on the Required Improvements to be undertaken in accordance with the timeline set forth in Exhibit "C". Owner covenants and agrees that construction of all Required Improvements shall be completed by December 31, 2007 ("Completion Deadline"). The Required Improvements shall be deemed complete for purposes of this Section 1.1.2 as of the date that a final certificate of occupancy has been issued for all of the Required Improvements. The confirmed date of issuance of a final certificate for all of the Required Improvements shall be referred to hereinafter as the"Completion Date". 1.2. Use of Land. Owner covenants that the Required Improvements shall be constructed substantially in accordance with the description of the Project set forth in Exhibit "C". In addition, Owner covenants that following the Completion Date and for the remainder of the Term, the Required Improvements shall be operated and maintained for multi-family residential purposes (with no more than twenty percent (20%) leased or sold or available for lease or sale at rates or prices below the market rate for similar units in the vicinity of the Land) and for other incidental purposes related to residential units in a multi-family complex. 1.3. General Goal for Use of Fort Worth Certified M/WBE Companies. In accordance with Section 6.4 of the Policy and for the purposes outlined in the City Ordinance No. 15330, Owner hereby agrees, as a base goal, to undertake a good faith effort to spend at least twenty-five percent (25%) of total Construction Costs for the Required Improvements and at least twenty-five percent (25%) of annual Supply and Service Expenses (as defined in Section 2.1.3) with Fort Worth Certified M/WBE Companies (as defined in Exhibit "A"hereof), which goal may be increased or decreased by the City, after consultation with the Minority and Women Business Enterprise Advisory Committee, considering all applicable factors with regard to the Project, including, but not limited to, capacity, quality and price, and otherwise in accordance with the process applicable pursuant to the City Ordinance No. 15330. Subject to Sections 2.1.1.2 and 2.1.3, a failure to meet this good faith goal shall not serve to reduce the amount of Abatement granted hereunder. Page 3 Tax Abatement.Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. _- 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. The City will grant to Owner for a period of one (1) year a tax abatement on the Land and all real property improvements that are located on the Land and taxable by the City, 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 the real property value of the Land and its improvements over their values for the 2004 tax year, which is the year in which this Agreement was entered into, and upon attainment by Owner of certain employment, contracting and spending benchmarks set forth in this Section 2. Notwithstanding anything that may be interpreted to the contrary in this Agreement, in accordance with Section 311.0125 of the Code, this Agreement will not be effective unless first approved by the Board of Directors of any tax increment reinvestment zone in which the Land is located and the governing body of each taxing unit that deposits or has agreed to deposit tax increment into the funds) of any such tax increment reinvestment zone. 2.1. Amount of Abatement (Maximum of 100%). Subject to Section 2.3 and Section 4 of this Agreement, the Abatement granted hereunder may range up to a maximum of one hundred percent (100%) of the increased value of the Land and all real property improvements located on the Land and taxable by the City, and shall be calculated as follows: 2.1.1. Base Abatement. The base Abatement provided hereunder shall be based on a combination of (i) Owner's compliance with the requirements to construct and complete the Required Improvements, as provided by and in accordance with Section 1.1 and (ii) the degree to which Owner met construction spending goals with Fort Worth Certified M/WBE Companies, as set forth in Section 2.1.1.2 of this Agreement (collectively, the "Base Abatement"). The Base Abatement shall equal the sum of the percentages set forth in Sections 2.1.1.1 and 2.1.1.2, so that if, for example, the sum of those percentages is eighty percent (80%), the Base Abatement will equal eighty percent (80%) of the increased value of the Land and all real property improvements (but not personal property improvements) located on the Land and taxable by the City over their values for the 2004 tax year. 2.1.1.1. Completion of Required Improvements (75% of Base Abatement). As provided by and in accordance with Section 1.1 of this Agreement, if the Completion Date occurs by the Completion Deadline and the Construction Costs of the Required Improvements are at least $25 million (or such lower amount as may be approved by the City Council pursuant to Section 1.1.1), Owner will receive a seventy-five percent (75%) Base Abatement. An event of default, as addressed in Section-4 of this _. Page 4 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. i Agreement, shall occur if the Completion Date does not occur by the Completion Deadline or if the Construction Costs of the Required Improvements are less than $25 million (or such lower amount as may be approved by the City Council pursuant to Section 1.1.1). 2.1.1.2. Construction Expenditures with Fort Worth Certified M/WBE Companies up to 25% of Base Abatement). Owner shall receive a twenty-five percent (25%) Base Abatement if the greater of (i) $5 million in Construction Costs for the Required Improvements or (ii) twenty percent (20%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs, were spent by the Completion Date with Fort Worth Certified M/WBE Companies, as defined in Exhibit "A" (the "Fort Worth M/WBE Construction Commitment"). If the Fort Worth M/WBE Construction Commitment is not met, Owner will earn a lesser percentage toward the Base Abatement that is based on the degree to which the Fort Worth M/WBE Construction Commitment was met, which lesser percentage shall equal the greater of (i) 0% or (ii) a percentage equal to 25% less the product of two (2) times the difference between 25% and an amount equal to the product of 25% multiplied by a fraction, to be expressed as a percentage, whose numerator shall equal the Construction Costs actually expended by or on behalf of Owner for the Required Improvements with Fort Worth Certified M/WBE Companies and whose denominator shall equal the applicable Fort Worth M/WBE Construction Commitment. For example, if the Fort Worth M/WBE Construction Commitment was $5 million and only$3 million in Construction Costs for the Required Improvements were spent with Fort Worth Certified M/WBE Companies, then the percentage toward the Base Abatement that Owner would earn pursuant to this Section 2.1.1.2 would equal: • 25% - [2 x (25% - {25% x 3/5 or .6})], which equals • 25% - [2 x (25% - {15%1)], which equals • 25% - [2 x (10%)], which equals • 25% - [20%], which equals • 5%. If Owner meets both of the commitments set forth in Sections 2.1.2 and 2.1.3 of this Agreement, the amount of the Abatement granted hereunder shall equal the Base Abatemerit. If Owner fails to meet one or both of the commitments set forth in Sections 2.1.2 and 2.1.3, the amount of the Abatement granted hereunder shall be less than the value of the Base Abatement, reduced in accordance with the calculations provided in Sections 2.1.2 and 2.1.3, respectively. The commitment set forth in this Section 2.1.1.2 is part of, and not in addition to, the general goal for the use of Fort Worth Certified M/WBE Companies provided in Section 1.3 of this Agreement. Page 5 _B Tax Abatement Agreement between = , City of Fort Worth and Trinity Bluff Development,Ltd. 5 2.1.2. Reduction Based on Failure to Meet Central City Employment Commitment. If during the Compliance Auditing Year, as defined in Section 2.5, fewer than (i) twenty-five percent (25%) of all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs provided on the Land, or (ii) one (1) Full-time Job on the Land, whichever number is greater, were held by Central City Residents, as defined in Exhibit "A", then the amount of Abatement granted hereunder will be reduced by subtracting from the Base Abatement $20,000 for each Full-time Job by which such commitment was not met. For purposes of this Agreement, "Full-time Job" shall mean a job filled by one (1) individual for a period of not less than forty (40) hours per week or another measurement used to define full-time employment by Owner in accordance with Owner's then-current corporate-wide personnel policies and regulations. Determination of compliance with the employment requirements of this Section 2.1.2 shall be based on Owner's employment data for December 1 (or another date requested by Owner and reasonably acceptable to the City) of the Compliance Auditing Year. 2.1.3. Reduction Based on Failure to Meet Commitment for Supply and Service Expenditures with Fort Worth Certified M/WBE Companies. If during the Compliance Auditing Year, as defined in Section 2.5, Owner fails to spend or cause to be spent the greater of(i) $30,000 in local discretionary funds for supplies and services provided directly in connection with the operation of the Required Improvements ("Supply and Service Expenses") or (ii) twenty- five percent (25%) of all Supply and Service Expenses, regardless of the total amount of such Supply and Service Expenses, with Fort Worth Certified M/WBE Companies, then the amount of Abatement granted hereunder will be reduced by subtracting from the Base Abatement an amount equal to the product of two (2) multiplied by the number of dollars by which such commitment was not met. In other words, if Owner's commitment in the Compliance Auditing Year was to spend $30,000 in Supply and Service Expenses with Fort Worth Certified M/WBE Companies and only $25,000 in Supply and Service Expenses were actually spent with Fort Worth Certified M/WBE Companies, the value of the Base Abatement would be reduced by $10,000 (2 x the $5,000 shortfall). Determination of compliance with the requirements of this Section 2.1.3 shall be based on spending for the entire calendar year. The commitment set forth in this Section 2.1.3 is part of, and not in addition to, the general goal for the use of Fort Worth Certified M/WBE Companies provided in Section 1.3 of this Agreement. 2.1.4. Calculation of Reductions Made Pursuant to Sections 2.1.2 and 2.1.3. Reductions made pursuant to Sections 2.1.2 and 2.1.3 shall be to the value of the Base Abatement. For example, if the Base Abatement is 100% and the increased value of the Land and all real property improvements located on the Page 6 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. d Land and taxable by the City for the Abatement Year is $20 million, then at the City's current tax rate (.865) the value of the Base Abatement for that year would be $173,000. Therefore, using the example used in Section 2.1.3 where only $20,000 in Supply and Service Expenses were spent with Fort Worth Certified M/WBE Companies during the Compliance Auditing Year, the $173,000 value of the Base Abatement would be reduced by $10,000, meaning that the amount of the Abatement in the Abatement Year would be $163,000. 2.1.5. No Offsets. A deficiency in attainment of one of the commitments set forth in Sections 2.1.2 and 2.1.3 may not be offset by exceeding the other commitment. In other words, if in the Compliance Auditing Year Owner failed to meet the employment commitment, as set forth in Section 2.1.2, by one Full-time Job, thereby triggering a $20,000 reduction to the value of the Base Abatement, but exceeded the commitment for Supply and Service Expense spending, as set forth in Section 2.1.3, by $20,000, the value of the Base Abatement would still be reduced by $20,000 on account of Owner's failure to meet the employment commitment. 2.2. Effect of Failure to Meet Commitment for Supply and Service Expenses. Subject to Sections 2.1.1.1 and 4.1 (providing for an event of default if the Required Improvements have not been completed as required by this Agreement), the failure to meet any or all of the numerical commitments or percentages, as the case may be, for Construction Cost spending, Central City employment and Supply and Service Expense spending, as set forth in Sections 2.1.1, 2.1.2 and 2.1.3, shall result only in the reduction of the percentage of Abatement available to Owner in the Abatement Year, as defined in Section 2.5, and shall not constitute an event of default pursuant to Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement shall be capped at an amount equal in value to $182,480 (the "Abatement Cap"). For example, if the value of the Land, including the Required Improvements, in the Abatement Year exceeds the value of the Land in the 2004 tax year plus $25,000,000 and Owner is entitled to a 100% Abatement pursuant to the terms and conditions of this Agreement, then at the City's current tax rate (.865) the value of the uncapped Abatement for that year would be $216,500. However, because of the Abatement Cap, Owner's Abatement would be limited to $182,480 and Owner would be required to pay the City real property taxes on the Land in the amount of$34,020. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements thereon. Page 7 Tax Abatement Agreement between r City of Fort Worth and Trinity Bluff Development,Ltd. i 2.5. Term of Abatement. As more specifically set forth in Section 3.4, the City will audit Owner's compliance with the terms and conditions of this Agreement for the calendar year in which the Completion Date occurs (the"Compliance Auditing Year"). Taxes will not be abated during the Compliance Auditing Year. The Abatement given to Owner hereunder will apply to the tax year beginning January 1 following the Compliance Auditing Year and ending December 31 of the same year(the "Abatement Year"). Unless terminated earlier as provided herein, this Agreement shall commence upon execution by both the City and Owner and shall expire on the date as of which the City has, in accordance with Section 3.4, made a final determination of the amount of the Abatement and such Abatement has been applied to Owner's tax bill for the Abatement Year (the "Term"). 2.6. Abatement Application Fee. The City acknowledges receipt from Owner of the required Application fee of one percent (1%) of the estimated Construction Costs of the Required Improvements, not to exceed $15,000. If Owner diligently begins or causes to begin the undertaking of the Required Improvements within one (1) year from the date of the Application (whether or not Owner actually receives any Abatement), this Application fee shall be creditable in full to the benefit of Owner against any permit, impact, inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Owner. 3. RECORDS, AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Land. Throughout the Term of this Agreement, at no cost to Owner at any time during normal office hours and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Land and any improvements thereon 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. 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 no cost to Owner, the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Term of this Agreement in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all Records available to the City on the Land or at another location in the City following at least thirty (30) calendar days' Page 8 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Reports and Filings. 3.3.1. Plan for Use of Fort Worth Certified 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 Owner for a building permit to initiate construction of any of the Required Improvements, whichever is earlier, Owner will file a plan with the City as to how the goals for the use of Fort Worth Certified M/WBE Companies outlined in this Agreement will be attained. Owner 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 Spending Reports. From the date of execution of this Agreement until the Completion Date, in order to enable the City to assist Owner in meeting goal for construction spending with Fort Worth Certified M/WBE Companies, Owner 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 Owner with Fort Worth Certified M/WBE Companies for construction of the Required Improvements. Owner 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. 3.3.3. Construction Spending Report. Within thirty (30) calendar days following the Completion Date, Owner will provide the City with a report in a form reasonably acceptable to the City that specifically outlines the Construction Costs expended by and on behalf of Owner for construction of the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Owner, including, without limitation, final lien waivers signed by Owner's general contractor. This report shall also include actual Construction Costs expended by Owner for construction of the Required Improvements with Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Owner to such contractors. Page 9 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 3.3.4. Employment Report On or before February 1 following the end of the Compliance Auditing Year, Owner shall provide the City with a report in a form reasonably acceptable to the City that sets forth the total number of individuals who held Full-time Jobs on the Land and the total number of Central City Residents, as defined in Exhibit "A", who held Full-time Jobs on the Land, all as of December 1 of the Compliance Auditing Year (or such other date requested by Owner and reasonably acceptable to the City), together with reasonable documentation regarding the residency of all such employees. 3.3.5. Supplv and Service Spending Report. On or before February 1 following the end of the Compliance Auditing Year, Owner shall provide the City with a report in a form reasonably acceptable to the City that sets forth the gross dollars and supporting details showing the amounts spent by Owner during the Compliance Auditing Year on local discretionary supply and service contracts, specifying the number and dollar amounts spent with vendors that are Fort Worth Certified M/WBE Companies, as defined in Section 2.1.1. 3.3.6. General. Owner shall supply any additional information requested by the City that is pertinent to the City's evaluation of Owner's compliance with each of the terms and conditions of this Agreement. Notwithstanding anything to the contrary herein, failure to provide all information required by this Section 3.3 shall not give the City a right to terminate this Agreement, but will result in Owner's forfeiture of the Abatement hereunder. All of the foregoing shall be subject to applicable federal and state privacy laws and regulations. 3.4. Determination of Compliance. On or before June 1 of the Abatement Year, the City shall make a decision and rule on the actual percentage of Abatement available to Owner for the Abatement Year based on the City's audit of the Records and any inspections of the Land and/or the Required Improvements, the City shall notify Owner in writing of the actual percentage of Abatement with respect to the commitments set forth in Sections 2.1.1 and 2.1.2 to which Owner is entitled. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Owner, at Owner'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 Owner's notice to the City, and if any discrepancies are found, the City, Owner and the independent third party shall cooperate with one another to resolve the discrepancy. If resolution cannot be achieved, the matter Page 10 Tax Abatement Agreement between City of Fort worth and Trinity Bluff Development,Ltd. may be taken to the City Council for consideration in an open public meeting at which both City staff and Owner's representatives will be given an opportunity to comment. The ruling and determination by the City Council shall be final. 4. EVENTS OF DEFAULT. In addition to other defaults covered elsewhere in this Agreement, the following provisions shall apply: 4.1. Failure to Complete Required Improvements. If the Completion Date does not occur by the Completion Deadline, the City shall have the right to terminate this Agreement by providing written notice to Owner. If(i) Owner has not submitted the construction spending report for the Required Improvements in accordance with Section 3.3.3 within thirty (30) calendar days following the Completion Deadline or (ii) the City determines that Owner did not expend at least $25 million in Construction Costs for the Required Improvements (or such lower amount subsequently approved by the City Council pursuant to Section 1.1.1) as of the Completion Deadline, an event of default shall occur. In this event, the City shall notify Owner in writing and Owner shall have thirty (30) calendar days to, respectively, (i) submit the construction spending report for the Required Improvements required by Section 3.3.3 or (ii) demonstrate to the reasonable satisfaction of the City that the Construction Costs for the Required Improvements were $25 million or more (or, if applicable, at least such lower amount previously approved by the City Council pursuant to Section 1.1.1). If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner. 4.2. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes on the Land or arising on account of operations on the Land not abated hereunder become delinquent and Owner does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Owner in writing and Owner shall have (i) thirty (30) calendar days to cure such default or (ii) if Owner has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to it under the law or in equity. 4.3. Violations of City Code, State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued due to the occurrence of a violation of a material provision of the City Code on the Page 11 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Land or on or within any improvements thereon (including, without limitation, any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Land; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that the Owner, a successor in interest, any third party with access to the Development Property pursuant to the express or implied permission of Owner, a successor in interest, or the City (on account of the Project or the act or omission of any party other than the City on or after the effective date of this Agreement) is in violation of any material state or federal law, rule or regulation on account of the Development Property, improvements on the Land or any operations thereon (including, without limitation, any violations related to the environmental condition of the Land; the environmental condition other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify Owner in writing and Owner shall have (i) thirty (30) calendar days to cure such default or (ii) if Owner has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to under the law or in equity. 4.4. Termination for Event of Default and Payment Abated Taxes. If the City terminates this Agreement in accordance with this Section 4 on account of a default by Owner and the City abated taxes pursuant to this Agreement, Owner shall pay the City, as required by the Code all taxes that were abated in accordance with this Agreement and which otherwise would have been paid to the City in the absence of this Agreement. 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 Land. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty(60) days following the effective date of termination of this Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). 4.5. Termination at Will. If the City and Owner mutually determine that the development or use of the Land 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 Page 12 Tax Abatement Agreement between7,1 City of Fort Worth and Trinity Bluff Development,Ltd. 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. 5. INDEMNIFICATION. Owner understands and agrees that the City is not sponsoring the Project or creating any kind of partnership or joint venture with Owner with regard to the Project, including, but not limited to, the construction of the Required Improvements. It is expressly understood and agreed that Owner shall operate as an independent contractor as to all aspects of the Project, and not as an agent or representative the City. OWNER, AT NO EXPENSE TO THE CITY, SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OFANYKIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEA TH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT(i) CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF OWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS, AND (ii) ARISING OUT OF, OCCASIONED BY OR RELATED TO THE PROJECT OR THE CONSTRUCTION OF THE REQUIRED IMPROVEMENTS OR ANY OTHER PERFORMANCE OF THIS AGREEMENT. 6. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. Owner may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to Lincoln Property Southwest, Inc. or an affiliate thereof so long as Lincoln Property Southwest, Inc. or the affiliate thereof is the owner in fee simple of the Land and with the understanding that Owner shall provide written notice to the City within thirty (30) calendar days thereafter of the name and telephone number of a contact person with Lincoln Property Southwest, Inc. or the affiliate thereof. Owner may not otherwise assign, transfer or otherwise convey any of its rights or obligations under this Agreement to a new owner of the Land and/or Required Improvements without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees in writing to assume all covenants and obligations of Owner 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 Owner. Any lawful assignee or Page 13 Tax Abatement Agreement between City of Fort worth and Trinity Bluff Development,Ltd. successor in interest of Owner of all rights under this Agreement shall be deemed "Owner" for all purposes under this Agreement. 7. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Owner: City of Fort Worth Trinity Bluff, Ltd. Attn: City Manager Attn: Thomas L. Struhs 1000 Throckmorton Struhs Development Corporation Fort Worth, TX 76102 2801 Bledsoe St. Fort Worth, TX 76107 with copies to: with a copy to: the City Attorney and Brian T. McCabe Economic/Community Development Cantey&Hanger, L.L.P. Director at the same address 400 West 15th St., Suite 200 Austin, TX 76701 8. 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. 9. 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 units in the Zone. 10. CONFLICTS BETWEEN DOCUMENTS. In the event of any conflict between the body of this Agreement and Exhibit "C", the body of this Agreement shall control unless otherwise explicitly stated herein. In the event of any conflict between the body of this Agreement and Exhibit "A", unless otherwise explicitly stated herein Exhibit"A" shall control and the body of this Agreement shall be modified to comply with the provisions of Exhibit"A" Page 14 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 11. RECORDING OF AGREEMENT. Owner shall cause a certified copy of this Agreement in recordable form to be recorded in the Deed Records of Tarrant County, Texas and shall be responsible for all costs of such recordation. 12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. 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. 13. GOVERNMENTAL PO::'ERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 14. 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. 15. VENUE AND JURISDICTION. If any action, whether 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 District 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. 16. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Owner, and any lawful assign or successor of Owner, and are not intended to create any rights, contractual or otherwise, to any other person or entity. IJ 7 f Pae 15 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 17. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that Owner's failure to obtain adequate financing to complete the Required Improvements by the Completion Deadline shall not be deemed to be an event of force majeure and that this Section 17 shall not operate to extend the Completion Deadline in such an event. 18. 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 any party, regardless of the actual drafter of this Agreement. 19. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. 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, and any lawful assign and successor of Owner, 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. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Page 16 - Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 21. 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. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By: 42 Dale Fisseler Peter Vaky Acting Assistant City Manager Assistant City Attorney Date: M & C:. 0-202155 ATTEST: By: 16, City Secretary TRINITY BLUFF DEVELOPMENT, LTD., a Texas limited partnership: By: Struhs Development Corporation, ATTEST: its sZmas ;LS;��hs partner: 13 : 4k By: 0'C President Date: �z O Page 17 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. STATE OF TEXAS § COUNTY OF TARRANT § 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 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, 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 =qday of 2004. i�J Not, Public in and for �q. r 'of „� -. °.w o�, KAREN EDWARDS FISHER o,.• E. Notary Public,State of Texas My Commission Expires Notary's Printed Name %i;� May 07 2008 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Thomas L. Struhs, 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 TRINITY BLUFF DEVELOPMENT, LTD. G EN ER MY HAND AND SEAL OF OFFICE this s day of _' 2004. Notary Public in and for riz;v r LO'S 0. THREATT the State of Texas Notary Public / STATE OF TEAS CIS MY CeMn. Exp. 10f0t1!05 Notary's Printed Name Page IS Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Exhibit "A" A Resolution NO��(:9\ PROVIDING THAT THE CITY OF FORT WORTH ("CITY") ELECTS TO BE ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT AUTHORIZED BY CHAPTER 312 OF THE TEXAS TAX CODE AND ESTABLISHING A TAX ABATEMENT POLICY GOVERNING SUBSEQUENT TAX ABATEMENT AGREEMENTS WHEREAS, a municipality may enter into tax abatement agreements authorized by Chapter 312 of the Texas Tax Code ("Code") only if the governing body of the municipality has previously adopted a resolution stating that the municipality elects to be eligible to participate in tax abatement and has established guidelines and criteria governing tax abatement agreements ("Tax Abatement Policy"); and WHEREAS, pursuant to Code, a Tax Abatement Policy is effective for two (2) years from the date of its adoption; and WHEREAS, the City last adopted a tax abatement policy in 2002; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. THAT the City hereby elects to be eligible to participate in tax abatement in - : accordance with Chapter 312 of the Code, 2. THAT the City hereby adopts the Tax Abatement Policy attached hereto as Exhibit "A", which constitutes the guidelines, criteria, and procedures governing tax abatement agreements entered into by the City, to be effective from June 1, 2004 through May 31, 2006, unless earlier amended or repealed by a vote of at least three-fourths (3/4) of the members of the City Council. 3. THAT this Tax Abatement Policy, as it may subsequently be amended, will expressly govern all tax abatement agreements entered into by the City during the period in which such Tax Abatement Policy is in effect. IS June, APPROVED ADOPTED this jVh day of May 2004. CITY COUNCIL ATTEST: JUN 15 20(3 PiOYSA./ Air CUT Y•_ y Gtr it Secretary Exhibit "A" City of Fort Worth Tax Abatement Policy 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, 2006. 1.2. General Eligibility 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 of this Policy are (i) the owner of taxable real property located in a tax abatement reinvestment 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; and • have a positive impact on Fort Worth Companies and Fort Worth Certified M/WBE Companies. 1.3. General Exclusions and Limitations. 1.3.1. Lessees of Real Property. 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 Exhibit A:Tax Abatement Policy Page 1 of 12 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. 1.3.2. Property Located in NeilZhborhood 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 NEZ. A person or entity seeking tax abatement on property owned or leased in a NEZ should refer to the NEZ Policy in Appendix_. 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 defined elsewhere shall have the following meanings: Exhibit A:Tax Abatement Policy Page 2 of 12 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 certified 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 specified 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 Abatement Agreement and file an annual report with the City which outlines and documents the extent of the recipient's compliance with such provisions and conditions. 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 Exhibit"A" of this Policy. Central City Resident—An individual whose principle place of residence is at a location in 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. Fort Worth Certified NMBE 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 Exhibit A:Tax Abatement Policy Page 3 of 12 r _ enterprise (WBE) by the North Texas Central 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 Ordinance— City Ordinance No. 15530, as may subsequently be amended, or a successor ordinance thereto. 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 Expenses — Discretionary expenses incurred as part of normal business operations on the real property subject to tax abatement, such as, by way of example only, office 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 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/ Industrial and Mixed-Use Development Projects); or Exhibit A:Tax Abatement Policy 1 Page 4 of 12 3.2. (i) Be located in a CDBG Eligible Area; and (ii) Have a capital investment of at least $5 million; and (iii) Cause no greater than 50% of the units be reserved as affordable housing for persons with incomes at or below eighty percent (80%) of median family income based on family size (as established and defined by the United States Department of Housing and Urban Development); and (iv) Meet all of the commitments set forth in Section 6 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) Cause no fewer than 20% of the units shall to be reserved as affordable housing for persons with incomes at or below eighty percent (80%) of median family income based on family size (as established and defined by the United States Department of Housing and Urban Development); and (iv) Meet all of the commitments set forth in Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Proj ects). 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. To be eligible for tax abatement under this Policy, a Commercial/Industrial 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$500,000; 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 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or 4.2. (i) Have a minimum Capital Investment of$10 million; and (ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development 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. j Exhibit A:Tax Abatement Policy Page 5 of 12 In addition, an applicant for tax abatement on a Commercial/Industrial 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$500,000; 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 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Commercial/Industrial Development Projects); or 5.2. (i) Have a minimum Capital Investment of$10 million; and (ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Commercial/Industrial Development 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. 6. STANDARD REQUIREMENTS FOR RESIDENTIAL DEVELOPMENT PROJECTS AND CERTAIN COMMERCIAL/INDUSTRIAL AND MIXED-USE DEVELOPMENT 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 CommerciaYIndustrial Development Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; and a Mixed-Use Development Project meeting the requirements set forth in Sections 5.1 and 5.2 shall meet all of the following requirements: Exhibit A:Tax Abatement Policy Page 6of12 — 6.1. 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 6.2. 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 6.3. 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 6.4. For the purposes outlined in the City's M/WBE Ordinance, agree, as a base goal, to undertake a good faith effort to spend at least twenty-five percent (25%) of total construction costs and at least twenty-five percent (25%) of annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which goal may be increased or decreased by the City, after consultation with the Minority and Women Business Enterprise Advisory Committee, considering all applicable factors with regard to the specific Development Project, including, but not limited to, capacity, quality and price, and otherwise in accordance with the process applicable pursuant to the City's M/WBE Ordinance; and 6.5. As part of the base goal established pursuant to Section 6.4 above, commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which commitments 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 specific terms and conditions of the Tax Abatement Agreement; and 6.6. Commit to file a plan with the City as to how the goals and commitments for use of Fort Worth Certified M/VWBE 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, and (ii) 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 M/WBE Companies. The City Council may, in its sole discretion, require a Commercial/Industrial 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 Exhibit A:Tax Abatement Policy Page 7 of 12 4 r 7. 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 specifically set forth in the Tax Abatement Agreement. The calculation of tax abatement for a Commercial/Industrial 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 6.1, 6.2, 6.3 and 6.4 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. 8. 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 findings shall govern the percentage of taxes abated for the following tax year, until expiration of the Tax Abatement Agreement. Exhibit A: Tax Abatement Policy Page 8 of 12 9. TAX ABATEMENT APPLICATION PROCEDURES. Each tax abatement application shall be processed in accordance with the following standards and procedures: 9.1. Submission of Application. If a given development project qualifies for tax abatement pursuant to the eligibility criteria detailed in Section 4, Section 5 or Section 6 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. 9.2. Application Fee. Upon submission of the Application, an applicant must also pay an application fee. This application fee shall be the lesser amount of(i) one percent (1%) of the proposed project's Capital Investment and value of personal property qualifying for Abatement or (ii) $15,000 ("Application Fee"). Regardless of whether the City ultimately grants the applicant a Tax Abatement, if 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, this Application Fee shall 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. Otherwise, the Application Fee shall not be credited or refunded to any party for any reason. 9.3. 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: • 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; Exhibit A:Tax Abatement Policy Page 9 of 12 • 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 • 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. 9.4. Consideration by 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 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. Exhibit A:Tax Abatement Policy Page 10 of 12 9.5. 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. 10. GENERAL, POLICIES AND REQUIREMENTS. Notwithstanding anything that may be interpreted to the contrary herein, the following general terms and conditions shall govern this Policy: 10.1. 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. 10.2. The applicant for a tax abatement must provide evidence to the City that demonstrates that a tax abatement is necessary for the financial viability of the development project proposed. 10.3. In accordance with state law, the City will not abate taxes levied on inventory, supplies or the existing tax base. 10.4. 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. 10.5. 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. 10.6. 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 f ........ Exhibit A:Tax Abatement Policy Page 11 of 12 J 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. 10.7. 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. 10.8. 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. 10.9. 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. Exhibit A:Tax Abatement Policy Page 12 of 12 EXHIBIT "B" BOUNDARY DESCRIPTION OF ZONE All of Lots 3 and 4 of Block 123 of the ORIGINAL TOWN OF FORT WORTH, an unrecorded addition to the City of Fort Worth, Tarrant County, Texas and all of Lot 2 of said Block 123 described in the deed to Wide Opens Spaces, Ltd. recorded in volume 15755, page 413, volume 15755, page 410 and volume 16994, page 138 of the Deed Records of Tarrant County, Texas and all of Lot 3 of said Block 123 and all of Tract IV and V described in the deed to Rudolph J. Renda and wide Lori L. Renda recorded in volume 15602, page 202 of the said Deed Records all of Lots 1 through 4 and 34 of CUMMINGS ADDITION, an addition to the City of Fort Worth according to the plat thereof recorded in volume 118, page 32 of the Plat Records of Tarrant County, Texas and a portion of Lots 35 and 38 of said CUMMINGS ADDITION and a portion of Tract 1, 3 and 4 described in the deed to Wide Open Spaces, Ltd., recorded in volume 16823, page 348 and all of Parcel H and a portion of Parcel I described in the deed to Rupolph J. Renda recorded in volume 15553,page 163 of the said Deed Records and a portion of Lots 10, 11 and 12 of Block 124 of THE ORIGINAL TOWN OF FORT WORTH, and all of the 1 F wide alley and a portion of North Cummings Street, East Bluff Street, Elm Street and Peach Street vacated by City Ordinance No.------- and described by metes and bounds as follows: Commencing at the northwest corner of said Block 123 and the southwest corner of said Tract 3 and run along the west line of said Tract 3, north 30 degrees-28 minutes-01 seconds west 10 feet to the place of beginning. Thence northeasterly, the following: north 09 degrees-21 minutes-04 seconds east 58-05/100 feet; north 16 degrees-23 minutes-31 seconds east 44-30/100 feet; north 32 degrees-10 minutes-39 seconds east 57-58/100 feet; north 36 degrees-05 minutes-40 seconds east 71-55/100 feet; north 11 degrees-17 minutes-01 seconds west 44-22/100 feet; north 59 degrees-26 minutes-01 seconds east 58-45/100 feet to the northeast corner of said Tract 1 in the west line of said Cummings Street. Thence north 59 degrees-31 minutes-59 seconds east, crossing said Cummings Street, 40-75/100 feet to the east line of said Cummings Street. Thence southeasterly and northeasterly, the following: south 30 degrees-28 minutes-01 seconds east 81-67/100 feet to the northwest corner of said Lot 4 CUMMINGS ADDITION; north 59 degrees-31 minutes-59 seconds east 100-00/100 feet; south 30 degrees-27 minutes-59 seconds east 5-01/100 feet; north 59 degrees-31 minutes-41 seconds east 100-00/100 feet; south 30 degrees-21 minutes-24 seconds east 65-06/100 feet; Page 19 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. north 59 degrees-31 minutes-59 seconds east 134-96/100 feet to the extension of the west line of Samuels Avenue. Thence southeasterly and southwesterly, the following: south 30 degrees-28 minutes-01 seconds ea.stl7-67/100 feet to the beginning of a curve to the right having a radius of 220 feet; along said curve to the right an arc length of 12-33/100 feet to its end and the beginning of a curve to the right having a radius of 220 feet, the long chord of said 12-33/100 feet arc is south 30 degrees-43 minutes-41 seconds east 12-33/100 feet ; along said curve to the right an arc length of 137-85/100 feet to its end, the long chord of said 137-85/100 feet of arc is south 11 degrees-10 minutes-22 seconds east 135-60/100 feet; south 06 degrees-46 minutes-38 seconds west 114-32/100 feet; south 48 degrees-18 minutes-01 seconds west 14-97/100 feet; south 89 degrees-49 minutes-24 seconds west 8-37/100 feet to the beginning of a curve to the left having a radius of 130 feet; along said curve to the left an arc length of 67-95/100 feet to its end in the south line of said Block 123 and the north line of said East Bluff Street, the long chord of said 67- 95/100 feet arc is south 74 degrees-50 minutes-58 seconds west 67-18/100 feet. Thence southwesterly, along the north line of said East Bluff Street and the south line of said Block 123 to and along the proposed north line of East Bluff Street, the following: south 59 degrees-31 minutes-59 seconds west 433-99/100 feet; south 59 degrees-32 minutes-54 seconds west 2-84/100 feet; south 59 degrees-32 minutes-00 seconds west 122-30/100 feet; Thence north 30 degrees-23 minutes-46 seconds west 140-00/100 feet to the north line of said Parcel I. Thence northeasterly, along the north line of said Parcel I, the following: north 59 degrees-32 minutes-00 seconds east 24-79/100 feet; north 24 degrees-31 minutes-58 seconds east 122-06/100 feet to the place of beginning and containing 202,434 square feet or 4-647/1000 acres . The basis for bearings is the Texas Coordinate System North Central Zone NAD 83 (1993 ). Page 20 Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Exhibit "C" FoRT ORTH City of Fort Worth Incentive Application Economic & Community Development Department 1000 Throckmortoa Street Fort Worth,Texas 76102 817-392-6103 Incentive Application GSNER, INm"AT1oN I. Applicant Information: Company Name Company Address c{�-��, 1 81 sole S-f-r]/ City,State,Zip Code DY a mn�r e c �; ^1 tTJ f— W�}�-1'Y� II__ Contact Person(include title/position): Telephone Number 'o 1-7 1 g —g v o o ext Mobile'i'clephone Number NIA g(`7 cl b 3 Fax Number E-mail address: N/A lA�) SW 2. Project Site Information(if different from above): Address/Location: 3. Development requests that will be sought for the project(check all that apply): A. Replat: B. Rezoning: Current zoning: Requested zoning: C. Variances: if yes,please describe: 141A 4. Incentive(s)Requested: TAR ABATEMENT S. Specify all of the policy provisions which establish eligibility for the requested incentive(s): PROJECT EXCEEDS CITY OF FORT WORTH GUIDELINES FOR MINIMUM PRIVATE INVESTMENT S DEVELOPMENT; PROJECT JS LOCATED IN CENTRAL CITY 6. Do you intend to pursue abatement of: County'faxes? K-.- Yes ❑ No 7. What level of abatement will you request:Xeara? ONE Percentage? 1002 Page I of 5 PROJECT INFORMATION For real estate prpjects!.please include below the project concept,project benefits and how the project relates to existing community plans.Any ittcentives given by the City should be considered only"gap" financing and should rot be considered a substitute for debt and equity. The"gap"is used to analyze the appropriateness of City participation. For business cxnansion nroicelsZ,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. S. Type of Project: X Residential Commercial/Lmdustrial Mixed-use 9. Will this be a relocation? X No Yes It yes,where is the compaay currently located? 10. Please provide a brief description of the project. THIS IS THE FIRST PHASE OF A MULTI—PHASED PLANNED DEVELOPMENT. PHASE ONE WILL CONSIST OF A 299—UNIT APARTMENT COMPLEX. 'Areal estate project i9 we that involm's the constcuctioa or renovation of real property that will be either for kale or for sale. 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,node seeking working capital,personal property or fixed asset financing. Page 2 of 5 11.Project Description A. heal Estate DeveloQment 1. Current Assessed Valuation of Lend$1,138,310 Improvements: $ 226,069 2. New Development Pr Expansion(please circle one): Si7e 270,000 sq.ft. Cos!of Construction$ 25,000,000 3. For mixed-use projects,please list square footage for each use N/A 4. Site Development(parking,fencing,landscaping, Type of work to be done NEW UTILITIES, PARKING LOT, LANDSCAPING Cost of Site I)cvclopmcnt$ 1-000,000 B. Personal Property&Ynventory 1. Personal Property: • Cost of equipment,machinery, furnishing,ete: N/A • Purchase or lease? N/A 2. Inventory&Supplies: • Valuc of:Inventory$ N/A Supplies $ N/A • Percent of inventory eligib1c for frceport exemption(inventory,exported from Texas within 270 days) _N/A % 12.Employment and Job Creation: A. Durina Construction 1. Anticipated date when conswaction will start? JANUARY 1, 2005 2.How many construction jobs will be created? 300 3. What is the estimated payroll for d=e jobs? $750,000 ]B. Prom Development 1. How many persons are currently employed? ti 2. What percent of current employees above are Fort Worth residents? 0 % 3. What percent of current employees above arc Central City residents? 0 9/0 Page 3 of 5 L,C000726040 4. Please complete the following table for new jobs to be created. First Year Ely Faith Year B Tenth Year Total Jobs to be Created 4 4 4 Liss Transf=* - - - Net Jobs 4 4 4 9i0 of Net Jobs to be filled by 1 1 1 Fort Worth Residents %of Net Jobs to be filled by 1 1 1 Central City Residents +If any employees will be transferring,please dewribe from where they will be transferring. N/A Please attach a description of the jobs to be created,tasks to be performed for=h,wage rage 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 15 for more information. 13.Local Commitments: A. During Const Metion 1. What:percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? GREATER OF $5,000,000 OR:20% • Fort Worth Certified Minority and Women Business Entotprises? GREATER OF $5,000,000 OR 20% B, For Annual Supply& Serviec Needs Regarding discretionary suppty and service expenses;(i.e. landscaping,office or manufacturing supplies,janitorial services,etc.): 1. What is the annual amount of discretionary supply and service expenses?S 120,000 2. What percentage will be committed to Fort Worth businesses?GREATER OF $30,000 OR 25Z 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? GREATER OF $30,000 OR 25% 3 Discretionary axpenses are those which are incurred during the normal operatian of business and which are not subject to a national purchasing contract Page 4 of 5 rx�ooTabo,a 08/18/04 *ON 18:29 FAX 214 740 3595 LINCOLN PROPERTY 94002 bl�t�.nsux�.s 14.Is say peesom or flan mdvbq any form of eomponasdoz,commulaslan or other a„oncfary benerit based an the level of iseendve ob aked by the applicant ban this CW of Fart Worth? If yes,please explain asdlor attach deWls. NO 15.Plow provide the fogowiag infbrmatiea as attachments: X) Attach a she plan of the project b) Faplais why tae abatement Js seemary for the success of this project. ladade a business proforma or other doeameatation to asbstadiaie your requaat. o) Deverlbe zsy onviraomeadal tupseh woodated with this project. d) Describe the iafra;atom h 4wavements(water,nosier,street,etc.)that will be ronstrneted as past of Bahr project: e) Describe acq dkvd bandits to the Clly of Fort Worth as a malt of this project. 10 Attse4 a lq*description or sarveyarla catiffed uncles&bownN dneription. Attach a copy of doe nod recd t property tax statement from the Tamut Appra lod District h) Attach a description of the jobs to be cmkd(technichn,togincer,manaser,aft.),talks to U pertarmd f w earth,and+rage mate for each cb ml$cstion. 1) Attach a brief cher r4Woa of the snplayee booeuflt padrage(s)offend(Le.bealth hrsenuwr,,fit,public transportation assists mes,day care provistous,etc.) lncladiog portion Mid by employee and a xpioyer respectin '. j) Att*A a pica for the bion of Fort Worth Ccv*MW MMSE companies. k) Attack at listing of the applicant's Board otDiredon. On bah"of t'hc applicant,I rami ry the iaf uwdon" tslaad in this apptieaHog,inolndiag all ausch weats to be trw and carred. T funkier ratify that,on behalf ofthc applfcant,I havc read ft cuaca Tax Abata hent Policy,the Fort Waw Bro eiprise'Looe 1n fanna6m Parka sad or alt otter pertinent City of Fina Wath policies and 1 a&=to oampiy with the gaideliaes and criteria staged th*mbL �9M JIM-PgESIDMTr Printed Title AUGUST 16, 2044 8 L Date .eae�rsae ATTACHMENT "A" oil 48 IL �Fg��=p°'� �j�,a Y '���� uo}dwell+IoewoM a y r 0 / A � q \' 133TJ1S MZN m o s 2 / ATTACHMENT "B" | � � ! `■ � k � a A . . � ! _■ � § - � � k 0 LU � U z k ) 2 IL § 0 ` ! §§k ¥ # ■§l LU ? ' # § » a ■ 2 CL 0 2IL & | ` ! !■_# # # �K# | k �■ | © § § # O ]a & ou 2 & ■ ( S■ # § ®§ | 2 ` § \ �]§) ■ / & § \ § . M , Rik s � ! | § ■ ■ K � � # K f K # � k � k ■ - � ■ ■ » 2 \ �� ■ �_ , ¥ � �| | ! . § ` ■ k �\»$§ k|| �!` ! | ! Q ! § `� ! ■!� $ d § fk $ ` - <!|` 07|| !$wlaWp |§ |! • § ) 2 ■ ■ ° I = , $ �� 2 , �`� ■ ATTACHMENT "C" As of the date on this application, no environmental issues have been associated with this project and none are expected during construction. ATTACHMENT "D" Site work associated with this project will include upgraded utilities, landscaping, and streetscape. ATTACHMENT "E" Tieae s OF x a e go Val— a n o ^ n yy ss F � ilRng E •LS3R� . . . e . Mal R G � �� �5�� � ����� a •gryde•�, . . . . . . e� . = .'� . .a"^t. p a a R at 3 � ilk I 'I' Z U. N J J R e = Baa q I � � • . Z E8C1`a7 VMli I• RSi � a � ZaR Qiwler{$ wc i7f�? •I I. .�Q . . LL d s s�e'�-a is ^��� s: Fi LU S ZN -sd " � A 88Pa ^ `I N -plu II 1 a. 7 I� '� U R 2 FSffA�e S 2S 'Ri{ife o •-;.N I �o •?S •'F� ���$ Far��pgyg1� 02V g 1a I^ •I• e^ IN g 1 0^ JIM N n NNeiNNN NNNNNN ooeooe oeo"oo N•vNNNn 00000 � �p 00000 0000 I` o00o I' ! m W W K ac4 =S�3 O O ~ �� =W L flH 'a¢Q O mE�■ 'app O ,E_�. _{R 'VH $11;11, '11, ;KV SES O=;' WF a=:1i ]F Wgi WUg 11A W W e es Ocitin3�m Yunn3 YOnn Yonn3 nun�33m U = Z W L Z W= O S 0 D Z ATTACHMENT "W" ATTACHMENT "G" � Z 0 0 0 w 0 0 0 0 Q' H O O O D Q D D D Q Q 0 Q � Q � = � � D J J J J J J W W W '� '� J W O Z J J W '� W W fn fn � fn fn � > > > � � N > > a a d Q Q Q J J J d 0- Q w J U Z Q Q J d J J Q Q Q J J n <n N cn o o op CL O yO O U 0 O O QQQ U Z) oA o Z Z Z Z Z Z > > > Z Z Z D " Z Z D Z Z Z Z Z W W W W W W a. wa. wa. w a W w 2' w w w W w W w wO O O p p OO O p OW 2' 0 o o 0 Q Q Z W W W W W W .Q 0 O W W W of O Z Y W W O W 0 O w W W w 0 0 0 0 0 0 0 0 z W W 0 0 0 } W w Q 0 0 W 0 W W 0 0 0 0 W W , LLI W � w � ww o n n 0 0 O' O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 to rn W O m m O O O _ O O 0 0 O O N N N O n t0 incnn n ti n M Loo m Q T T T N T T T T N ` T EL L O N C7 N N O O O O O O O O O O O O O O O O O O O O O O O n O O w O M C7 to 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O m m m O n 0 _ T c0 m c+> M COcO O O O v to O O O N O N m O O O m f0 N N N O N c n m m O to to 0 to to m 0 0 v to v O to O N m T O N O QN M M T T N N N N N N T N N T N T T T T to M T 0 Z 5 Z n C7 C7 m O N M M m CO Q v N 0 m m O O v _T N M n v v v N v O D m m m 0 'n CO O n ao v M m m l0 O n to M N O N N N m O w n n n n n N N N N M m to v m N0 0 N n n n n n m O v v v v 0 m CD m (D f0 (O m m c0 c0 f0 v M f7 v v v v T N U m m m w m to m tO m m m m m O m U m co co m m 0 0 toto m m w m � to ai T T Q H Z Z Z Z Z Z Z Z Z Z Z Z Z Z H H H H H H H H H H H H R H m m m U m U m m Cn fn fn In fn Cn F- F- H H H F- U- LL F- F- fn fG fn fn fn fA H H C7 C7 C7 C7 C7 C7 � � C7 C7 to cA to to to cA C7 C7 H F- C7 C7 C7 C7 to to Z Z Z Z Z Z LL LL Z Z LL LL LL LL LL LL Z Z fn fn Z Z Z Z LL LL H H H LL LL LL LL LL LL LL LL H LL LL Cn �..� J J J J J J J J w J J 'J m m m m m m m m J W W m m U U U U U U W w w w W U U W W W W w w U W U Z Z U U U U W W n N T n to to m M n m OO o O N n m m o O T T O C-; + hO + h Cl) m m Cl) IT to to i' F- O to w 0 v m m m U D 0 0 0 m Q U D U 0 m � Q amo mn n tt ao LL w V d Y O. U rAFJ N N N N N N N N N N N N N N N N N N N N N m T T T T T T T T T T T T T T T T T T T T T m m N to m to n m N N v 0 n m 0 N n m m 0 n m 0 m O T O In ch to to to to to f0 (D (O (D m n n n v to to c+� to N O m m O O 0 N v to m m N N N N T nN M N N N N N N N N N v P7 v m f0 v v N n n n n n cr) m m m m r> ch r� r� M r� r> r� n n n n n n n m co m m m m m m m m m of m m m m m m m m m m m m m m m co co co m co Q N N N N N N N N N N N N N N N N J ATTACHMENT "H" This project will create a typical list of jobs that is commonly associated with the development, construction, and operation of a 299-unit apartment complex. These jobs may include, but are not limited to, the following positions: 1 Project Superintendent—approximately $85,000/year 2 Assistant Superintendent—approximately $65,000/year 1 Field Clerk—approximately $30,000/year 1 Project Manager—approximately $90,000/year 1 Assistant Project Manager—approximately $65,000/year 1 Regional Property Manager(50%of time)—approximately $50,000 1 Assistant Property Manager(50% of time)—approximately $15,000 ATTACHMENT "T" The employee benefits package will be consistent with Lincoln Property Company's current policies, which may include,but not be limited to, health insurance and other benefits. ATTACHMENT "J" Lincoln Property Company will provide a plan for utilization of Fort Worth-certified M/WBE companies by October 10, 2004. ATTACHMENT "K" Lincoln Property Company Board of Directors may include Mack Pogue or Tim Byrne. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/17/2004 DATE: Tuesday, August 17, 2004 LOG NAME: 17ABATETRBLUFF REFERENCE NO.: C-20215 SUBJECT: Authorize the City Manager to Execute a Tax Abatement Agreement with Trinity Bluff Development, Ltd. for Downtown Residential Project RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a Tax Abatement Agreement with Trinity Bluff Development, Ltd. related to the development of a downtown residential project. 2. Find that the terms and conditions of the Agreement, as outlined below, satisfy the City's Tax Abatement Policy for qualified residential development projects located within the Central City and that the development is feasible, practical and a benefit to the land and to the City after the expiration of the term of the zone. DISCUSSION: Under the proposed Tax Abatement Agreement, Trinity Bluff Development, Ltd., working with Lincoln Property Southwest, Inc. (Collectively the Developer) has committed to (i) invest $25,000,000 in the redevelopment of property in the northeast portion of downtown by December 31, 2007. (the Completion Date); (ii) construct a 299-unit apartment complex, (iii) provide enhanced perimeter and interior streetscape, open space and pedestrian access to the Trinity River. In return for the redevelopment of the Property, the City will abate up to 100% of the Developer's incremental real property taxes attributable to the property. This abatement will be for one (1) year only (the second full year following completion of the apartment complex) and will complement an Economic Development Program Agreement that provides for payment of 14 annual grants to developer and that the City Council is considering separately. The purpose of the one-year tax abatement is to allow other taxing jurisdictions to also grant the Developer an abatement of real and personal property taxes assessed by those jurisdictions. Under state law, a taxing jurisdiction other than a municipality may not grant a tax abatement on property within a municipality unless the municipality has also granted a tax abatement for the same property. In order to obtain the maximum benefit under the agreement, the Developer will be required to spend not less than the greater of $5,000,000 or twenty percent (20%) of its construction costs, with Fort Worth Certified M/WBE companies. The Developer has also committed to spend the greater of $30,000 per year or twenty-five percent (25%) of its annual costs for supplies and services with Fort Worth Certified M/WBE companies. Additionally, the Developer commits to hire at least one (1) Fort Worth Central City resident, or 25% of the total number of full time jobs, whichever is greater, on the site as of December 31, 2007. The Minority and Women Business Enterprise Ad Hoc Committee has reviewed and endorsed these commitments. T _---______ 7^/ATI A'M Tr" IT TMY- AafTa !lf7 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: An amount equal to 75% if the Developer substantially completes at least $25,000,000 in real property improvements on the site by December 31, 2007. Failure to meet this commitment is an event of default; An amount equal to 25% if the Developer spends at least 20% of its construction costs with Fort Worth Certified M/WBE Companies. Should the Developer not achieve this commitment, the amount of the abatement will be reduced by the percentage in which the Developer fails to achieve the commitment, multiplied by two (2). If the Developer does not meet its service and supply spending commitment, the tax abatement will be reduced by an amount equal to the product of the number of dollars by which the Developer failed to meet the commitment multiplied by two (2). If the Developer fails to meet its employment commitment, the tax abatement will be reduced by $20,000 for each employee by which the Developer failed to meet the commitment. The contemplated project is consistent with encouraging the overall redevelopment of the Downtown and Central City and supports the 2003 Downtown Strategic Action Plan. The project outlined herein qualifies for tax abatement under the City's Tax Abatement Policy for qualified residential development projects in the Central City. The Tax Abatement Agreement is authorized under Chapter 312 of the Texas Tax Code. The proposed Project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effects on City Funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by- Dale Fissler (Acting) (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Christine Maguire (8187) Loename: 17ABATETRBLIIFF Paae ? of