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HomeMy WebLinkAboutContract 51061 CITY sECRETARY CONTRACT N0._. TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE 4200 South Freeway This TAX ABATEMENT AGREEMENT ("Agreement")is entered into by and between the CITY OF FORT WORTH,TEXAS(the"City"),a home rule municipal corporation organized under the laws of the State of Texas and acting by and through David Cooke,its duly authorized City Manager, and Town Center Mall, L.P., ("Owner") of property located at 4200 South Freeway, Lot AIA, Block 1, Fort Worth Town Center Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the Plats recorded in Cabinet A, Slide 3776 and Volume 388-217, Page 7, of the Plat Records, Tarrant County, Texas. The City Council of the City of Fort Worth ("City Council") hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. Chapter 378 of the Texas Local Government Code allows a municipality to create a neighborhood empowerment zone if the municipality determines that the creation of the zone would promote: (1) the creation of affordable housing, including manufactured housing in the zone; (2) an increase in economic development in the zone; (3) an increase in the quality of social services, education, or public safety provided to residents of the zone; or (4) the rehabilitation of affordable housing in the zone. B. Chapter 378 of the Texas Local Government Code provides that a municipality that creates a neighborhood empowerment zone may enter into agreements abating municipal property taxes on property in the zone. C. On July 31, 2001, the City Council adopted basic incentives for property owners who own property located in a Neighborhood Empowerment Zone, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, titled "Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were readopted on May 6, 2017 (Resolution No. 4782). D. The NEZ Incentives contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the"Code"). E. On December 7, 2010 the Fort Worth City Council adopted Ordinance No. 19462 (Readopted March 1, 2016, Ordinance No. 22067) (the "Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No.711" City of Fort Worth, Texas (the "Zone") and adopted Resolution No. 3945 establishing "Designation of the Hemphill/Berry Ar Neigh d Empowerment Zone"(the"NEZ"). .p OFFICIAL RECORD CITY SECRETARY FT.WORTN9 TX 9� 0 Q Page 1 of 13 �9�9 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 F. Owner owns certain real property located entirely within the Zone and that is more particularly described in Exhibit"I", attached hereto and hereby made a part of this Agreement for all purposes (the "Premises"). G. Owner or its assigns plan to construct a commercial/retail shopping center, more particularly described in Section 1.1 of this Agreement, on the Premises (the "Project"). H. On December 1, 2017, Owner submitted an application for tax abatement to the City concerning the Premises(the"Application"), attached hereto as Exhibit"2"and hereby made a part of this Agreement for all purposes. I. The contemplated use of the Premises, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the NEZ Incentives, the Ordinance and other applicable laws, ordinances, rules and regulations. J. The terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the NEZ Incentives. K. Written notice that the City intends to enter into this Agreement has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements. Owner shall construct, or cause to be constructed, on and within the Premises certain improvements consisting of a commercial/retail building with approximately 15,000 total square feet for use as a retail shopping center and having Construction Costs, excluding land, upon completion of $3,574,000.00 including site development costs (collectively, the "Required Improvements")but such Construction Costs shall be reduced by any construction cost savings. The type, number and details of the Required Improvements are described in Exhibit"3". After construction of the Required Improvements is complete Owner shall provide a copy of the final construction invoices to City. The invoices shall then be attached and made a part of this Agreement and shall be labeled Exhibit"4".Minor variations,and more substantial variations if approved in writing by both of the parties to this Agreement, in the Required Improvements from the description provided in Exhibit "3" shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"3". Page 2 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 1.2. Construction Costs. "Construction Costs" shall mean site development costs (including demolition and environmental abatement), hard construction costs contractor fees; the costs of supplies and materials; engineering fees; architectural fees; and other professional fees (including legal and the costs associated with the financing of the Required Improvements, but not including loan interest or legal fees associated with negotiation of this agreement); and development fee and permitting fees expended directly in connection with the Required Improvements. The City recognizes that Owner will request bids and proposals from various contractors in order to obtain the lowest reasonable price for the cost of the Required Improvements. In the event that bids and proposals for the Required Improvements are below $3,574,000.00 in Construction Costs for work substantially the same as that provided in Exhibit "3" and otherwise described in this Agreement, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default for its failure to expend at least $3,574,000.00 in Construction Costs, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. The final site plan shall be in substantially the same form as the site plan submitted and attached as Exhibit "3". Minor variations, and more substantial variations if approved in writing by both parties to this Agreement, in the Required Improvements from the description provided in the Application for Tax Abatement shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit «3„ 1.3. Completion Date of Required Improvements. Owner covenants to complete construction of all of the Required Improvements by May 15, 2020, (the "Completion Deadline"). The abatement will automatically terminate two years after Council approval if a building permit has not been issued and a foundation has not been poured. The Required Improvements shall be deemed complete upon the issuance of a final certificate of occupancy for the Required Improvements by the Planning and Development Department. If the Owner fails to expend at least Three Million, Five Hundred Seventy Four Thousand Dollars($3,574,000.00)in Construction Costs for the Required Improvements by the Completion Deadline as provided in Section 1.1 of this agreement; the City shall have the right to terminate this Agreement by providing written notice to the Owner without further obligation to the Owner hereafter. 1.4. Use of Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be continuously used as a commercial/retail shopping center in accordance with the description of the Project set forth in Exhibit"3". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. Page 3 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City hereby grants to Owner real property tax abatement on the Premises, the Required Improvements, as specifically provided in this Section 2 ("Abatement"). Abatement of real property taxes only includes City of Fort Worth- imposed taxes and not taxes from other taxing entities. 2.1. Amount of Abatement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Required Improvements of Pad Site 5 a/k/a 7 over their values as determined by TAD in May 2018, and this amount is $27,664,830.00 the year in which this Agreement was entered into: One Hundred percent (100%) of the increase in value from the construction of the Required Improvements. If the square footage requirement and the appraised value of the Required Improvements are less than as provided in Section 1.1 of this Agreement,except that such minimum construction costs shall be reduced by construction cost savings, Owner shall not be eligible to receive any Abatement under this Agreement. 2.2. Increase in Value. The abatement shall apply only to taxes on the increase in value of the Premises on Pad Site 5 a/k/a 7 due to construction of the Required Improvements and shall not apply to taxes on the land, nor shall the abatement apply to mineral interests. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based on the increase in value of the Required Improvements over its value in May 2018,up to a maximum of$5,361,000.00. In other words, by way of example only, if the increase in value of the Required Improvements of Pad Site 5 a/k/a 7 over its value in May 2018, in a given year is $5,500,000.00, Owner's Abatement for that tax year shall be capped and calculated as if the appraised value of the Required Improvements for that year had only been $5,361,000.00. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.5. Term. The term of the Abatement(the"Term")shall begin on January 1 of the year following the calendar year in which a final certificate of occupancy is issued for the Required Improvements ("Beginning Date") and, unless sooner terminated as herein provided, shall end on December 31 immediately preceding the fifth(5th)anniversary of the Beginning Date. Page 4 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 2.6. Abatement Application Fee. The City acknowledges receipt from Owner of the required Abatement application fee of one half of one percent (.5%) of Project's estimated cost, not to exceed $2,000. The application fee shall not be credited or refunded to any party for any reason. 3. RECORDS, AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Premises. Between the execution date of this Agreement and the last day of the Term and for five (5) years after termination("Compliance Auditing Term"), at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner,the City shall have and Owner shall provide access to the Premises in order for the City to inspect the Premises and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. The City shall have the right to audit at the City's expense the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all applicable Records available to the City on the Premises or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Provision of Information. On or before March 1 following the end of every year during the Compliance Auditing Term and if requested by the City, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include, but not be limited to, the number and dollar amounts of all construction contracts and subcontracts awarded on the Project. Failure to provide all information within the control of Owner required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.I. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term and shall notify Owner of such decision and ruling. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. Page 5 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 4. EVENTS OF DEFAULT. 4.1. Defined. Unless otherwise specified herein, Owner shall be in default of this Agreement if (i) Owner fails to construct the Required Improvements as defined in Section 1.1.; (ii)ad valorem real property taxes with respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Premises,become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes or (iii) OWNER DOES NOT COMPLY WITH CHAPTER 7 AND APPENDIX B OF THE CODE OF ORDINANCE OF THE CITY OF FORT WORTH(collectively, each an "Event of Default"). 4.2. Notice to Cure. Subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have sixty(60)calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have ninety (90) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than ninety (90) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default, which is defined in Section 4.1, has not been cured within the time frame specifically allowed under Section 4.2,the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Premises and in the vicinity of the Premises; (ii) require unplanned and expensive additional administrative oversight and involvement by the City;and(iii)otherwise harm the City, and Owner agrees that the amounts of actual damages there from are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall not be eligible for the Abatement for the remaining Term and Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Owner shall also be Page 6 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest. Notwithstanding anything herein to the contrary,damages due under this paragraph shall be the sole responsibility of Town Center Mall, L.P. 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Premises or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 4.5. Sexually oriented Business & Liquor Stores or Package Stores. a. Owner understands and agrees the City has the right to terminate this agreement if the Project contains or will contain a sexually oriented business. b. Owner understands and agrees that the City has the right to terminate this agreement as determined in City's sole discretion if the Project contains or will contain a liquor store or package store. 5. EFFECT OF SALE OF PREMISES. Owner may assign this Agreement and all or any portion of the benefits provided hereunder to Town Center Mall, L.P., or an Affiliate without the consent of the City, provided that (i) prior to or contemporaneously with the effectiveness of such assignment, Owner provides the City with written notice of such assignment, which notice shall include the name of the Affiliate and a contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Owner under this Agreement. For purposes of this Agreement, an"Affiliate" means all entities, incorporated or otherwise, under common control with Owner, controlled by Owner or controlling Owner. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Owner may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed,provided that(i)the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Any attempted assignment without the City Council's prior written consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice from the City to Owner. Page 7 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Owner: City of Fort Worth Town Center Mall, L.P. Attn: City Manager 720 N. Post Oak Rd., Suite 500 200 Texas Street Houston, TX 77024-3835 Fort Worth, TX 76102 and Neighborhood Services Department Attn: Director 200 Texas Street Fort Worth, TX 76102 7. MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. Neither the Premises nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Planning or Zoning Commission or any member of the governing body of any taxing units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit"3", the body of this Agreement shall control.As of May 15,2018,the City is unaware of any conflicts between this Agreement and the City's zoning ordinance or other ordinances or regulations. 7.4. Future Application. A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. Page 8of13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. C-28690 on May 15,2018, which,among other things,authorized the City Manager to execute this Agreement on behalf of the City. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include,but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions, or City Council actions authorizing this Agreement and Owner shall be entitled to intervene in any such litigation. 7.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations, or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. 7.9. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.10. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.11. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be Page 9 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. (REMAINDER OF PAGE INTENTIONALLY BLANK) Page 10 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 City of Fort Worth By: L.� .3 By: Fernando Costa Andr Se , Manager Assistant City Manager LGP Proferty, LLC, Managing Member of Town Center Property, LLC And General Partner of Town Center Mall, L.P. ATTEST: FORT By.Mary Kayser City Secretary APPROVED AS TO FORM AND LEGALIT By: Melinda Ramos Sr. Assistant City Attorney M & C: C-28690 OFFICIAL RECORD CITY SI1CRMTANY IT.WO RTHO TX Page 11 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa/c„p? Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2018. TRIKINYA L. JOHNSON Notary Pub c in a for = :?: ;Notary Public, State of Texas S Comm. Expires 04-17-2022 the State of Texa Notary ID 1238832-0 STATE OF TEXAS § COUNTY OF 006 § BEFORE ME,the undersigned authority, on this day personally appeared Andrew Segal, Manager of LGP Property, LLC, Managing Member of Town Center Property, LLC and, General Partner of Town Center Mall, L.P., 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 for LGP Property, LLC, Managing Member of Town Center Property, LLC and, General Partner of Town Center Mall, L.P. GIVENUNDEREN UNDER MY HAND AND SEAL OF OFFICE this _1(j day of �t�UM 32018. Notar Public i and for .�•� CINDY LOPEZ y Notary ID#125723038 The State of Texas +N MY Commission Expires o June 12,2022 Page 12 of 13 NEZ Tax Abatement with Town Center Mall, L.P., 4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 Exhibit 1: Property Description Exhibit 2: Application: (NEZ) Incentives and Tax Abatement Exhibit 3: Project description Exhibit 4: Final Construction Invoices (to be attached after construction) Page 13 of 13 NEZ Tax Abatement with Town Center Mall, L.P.,4200 South Freeway—Pad Site 5 a/k/a 7 Approved by M&C C-28690, May 15, 2018 Exhibit 1 Property Legal Description A portion of Block 1, Fort Worth Town Center Addition, an addition to the City of Fort Worth, Tarrant County, Texas, recorded in Volume 388-217, Page 7, of the Plat Records, Tarrant County, Texas. A metes-and-bounds description of "Pad Site 5" from the ALTA/ACSM Land Title Survey by Huitt-Zollars,Inc prepared in March 2015 under Project No. R304450.01 is below, and the description corresponds to "Pad Site 5"designated by the New Site Plan for La Gran Plaza confirmed by the City of Fort Worth on January 29, 2014, for SP-13-011. Pad Site 5 is also referred to as "Pad Site 7" in other site plans held by the City. The Tarrant Appraisal District intends to establish a separate account for the Premises. The property described below, and the future tax parcel, shall constitute the Premises for the purposes of this Agreement. LAND DESCRIPTION(Pad Site) Beira;a tract of land situated in the J.F.Ellis Survey,Abstract No.490,City of Fort Wortb,Tan-ant County,Texas and being a portion of Block 1,Fort Worth Tony Center, an addition to the City of Fort Worth as recorded in Vohune 388-217,Page 7 of the Plat Records,Tarrant County,Texas(PRT.C_T.)and being more particularly described as follows; COMENCING at a 5/8 inch iron rod found with plastic cap stan4)ed"Carter&Burgess" at the northeast comer of said Block 1,said point being at the intersection of the southerly right-of-nay line of Bolt Street(a 62'right-of-pray)and the westerly right-of-way line of Interstate Iiivehway 35W(a variable width fight-of-way); THENCE along the westerly right-of-way line of said Interstate Highway 35W,the following: South 00 degrees 26 mimrtes 49 seconds t,est a distance of 446.76 feet to a 5.8 inch iron rod found, South 00 degrees 49 minutes 25 seconds East a distance of 225.77 feet to a 5.'8 inch iron rod found with plastic cap stamped"Hu itt-Zollars"; South 00 degrees 00 minutes 50 seconds West a distance of 147.70 feet to a 5+8 inch iron rod set with plastic cap stamped"Hu itt-Zollars"; THENCE departing the westerly right-0f--way line of said Interstate I-Fiebway 35W, South 82 degrees 58 minates 24 seconds West a distance of 203.75 feet to a PK Nail set for the POINT OF BEGLNNING of the herein described tract; THENCE,South 24 degrees 39 minutes 32 seconds gest a distance of 100.00 feet to a PK Mail ser, THENCE,North 65 degrees 20 minutes 28 seconds�,est a distance of 150.00 feet to a PK Nail set; THENCE,North 24 degrees 39 minutes 32 seconds East a distance of 100.00 feet to a PK Nail set; THENCE South 65 de4rees 20 minutes 28 seconds East a distance of 150.00 feet to the POINT OF BEGINNING and containing 0.3443 acres of land more or less_ Exhibit 2 FORT WORT . Application W. I V 2-1�—©b rJ' l q City of Fort Worth Neighborhood Empowerment Zone(NEZ)Application for Basic Incentives Applicant(nformafron VtY0WUW- wa 11 CgAL40�-- O�"la I J bo _ Lost F' �� M.L Address: o2Sa0. � 1 76 15' Stri et Address e Pkene: =& Contaa: OF dierew) LastT FirxiMl. Plane: Gl jb /43A A- . . NEZ certifications are Project specific.Please describe you project: •t -EQrr- Ski*Fir Multi-Family Commercial industrial Community Facilities Mixed-Use Project Address: Street Addrews Lor Block Adal[ti YES NO Y�le.s,/ No New Construction/Addition: ❑ Remodel/Rehab: i ❑ T7 qn Cootal �cSF Q Total Development Cost: _ c � 3 AX "tike 11182YM ptroWty be oecetpied by the prop"vwuee. W Q If your project b a Wfted Use project,please list all spedfic uses that are beft prepotted: Y Do you wislti to apply for a Municipal Property Tax abatement for tbls ProjCct? C7 If tha above answer is yes,pkase on%d the City of Fat Worth Neighbodmod Services Dcpartament at (817)312-7316 or visit for additional inrarmation. YES NO Do you wisb to apply for a release of certain City liens? ❑ [a' Weed,Paving,Dw olition and Board Up/Open SuvaLn liens maybe released For Zoning Office Use Only YES NO VM a Zoning Change appTlpeti=bre for thk Signature of Toning Sta$ �' Date: mmue asmm 4 e ORTWQRTFG Application No. City of Fort Worth Neighborhood Empowerment Zane(NF.Z)Application for Basic Iricentives Acknowledgements hereby certify that the information provided is true and accurate to the best ofmy knowledge, 1 hereby aelmawledgc dint 1 have teed the NEZ Basic IDecon-es,which.gavenu the Smau cg of tax abawu=ts,fee waivers and release of City liens, and that any VIOLATION of the terms of the NEZ Basic inoen6ves or MISREPRESENTATION shall constitute grounds for rejection of an application or termination of incentives at the discretion of the City. I understand that the approval of fee waivers and other incentives shall not be deemed ro be approval of any aspect of the project. 1 urA=tand that I am responsible for obtaining required permits and inspections fmtn the City and m coawing the pwjca is located in the correct zoning district. I understand lhat my application wr7l not be processed if it is itncoug9ete.If the application is not complete within 30 days,it will be* tirawn and application foes paid will not be reimbursed.I agree to pro-ids any additional iafutrondon for delamh&W eligibility as re+quefcd by the City. 1 understand that if there are taxes due or liens against any property owned in the City of Fort Worth I may not be eligible for NIL basic incentives. 1 unacrstand that 1 must pay all uw6ate d fres at the,titne of project application auftr permit subeniltal if 1 wish to submit permits prior to determination of NEZ eligibility. 1 understand that sonic permits may not be immd while NEZ eligibility is being established. Printed Name of PropertfOwwr Signm re of Date 01.e.....: y,j ", ,.yo. G[�tx.•y,� :-i.. a<� ..e7 �?v.e �,�y�;; �r „f, ��;�t�:��tM1,"'!�.r�+:f:C .'.:! An electronic Y=,Aon of this form is available on our wubsite.For more hifm=tion on the NEZ l'cogratn for Basic ineexdvcs,please vi,-.it star web site atp1/ rtwnrt6dcas-gov/nei„ or contact OUT office at(817)392-2222 or DevNwPr*Vwn@foAwoRhtcxas.gov. For more infonwton on Tax AbaftmmAs,we the above w6bsitr or contact Neigbborhood.Services at (81-7)391-7-7316, For Planning and Development Office Uso • YES NO Project cep tMed for NEZ Basic Incentives: ❑ ❑ if yes,Certified By: lr not certified,reason for de:eial: Rb.MWf OQM JLE Exhibit 3 Project Description • New construction of a 15,000 square foot Commercial Retail Building for multiple tenants. • The building will be designed to include a patio area at one end which is being marketed for restaurant use. A large grease trap will be installed to accommodate possible restaurant usage. • Construction will be similar with finishes as the mall and other PAD buildings. • Construction will include a parking lot surrounding the building along with landscaping and a retaining wall. v�i�v.v w Tv� 11 da St ISL eaxel'41bM Loj An.xaeij 4lnoS f10L4 � { a�IS Ped - ezeId uea� e� _. ownn�>tuN,w..... �,� i aa' _` �3� aqS buippq Hel@MO is 41 51. 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N 8 I _�..- c I c ar• � � Q o a CO--Z • - ---— — Ca ---v--i' Ti II ' i alis ped -ezeld ueJ9 el s S CC���� •M.a r*4a.na t � e 4 P _.r �.unlv:v•cw•a �, ►��,��t �; $E IIayS 6uipp8 1ieja8 m9N a O L OF o� � Ana ao O Z "� Q1 I Ezci 222' - dd itl.. �' d• _ � N > 0 wW , ----- --- J Yr ---------- ------- --- i O r N a �4 'all I B yy . - - $� ! 6s 9 r a y • �y g ar � I�'FT � o 04 k r tl04 ( lCiC ! r Al 993:1R +� ..._.. J- Hh p t g € g �4 si e o ------------- > k LU a h to � ecTvi U A • AA 1A AC AR1 • tl A1AACA R / I • ! .' �:r. .. �,-f Je _ c MCIc p s1 ! p giRy Z_ s f e e • i e • e i ��' i`�" � GY ,1� U a• g I Exhibit 4 Final Construction Invoices Will be provided to City after construction is complete and final Certificate of Occupancy is issued. M&C Review Official site of the City of Fort CITY COUNCIL AGENDA FC)RTI COUNCIL ACTION: Approved on 5/15/2018 DATE: 5/15/2018 REFERENCE C-28690 LOG NAME: 194200SOUTHFRWY NO.: CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Town Center Mall, L.P., for the Construction of a Commercial Retail Building and the Rehabilitation of a Retail Laundromat Located at 4200 South Freeway in the Hemphill/Berry Neighborhood Empowerment Zone (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Five-Year Tax Abatement Agreement with Town Center Mall, L.P., for the construction of a commercial retail building and the rehabilitation of a retail Laundromat located at 4200 South Freeway in the Hemphill/Berry Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone Tax Abatement Policy and Basic Incentives. DISCUSSION: Town Center Mall, L.P., (Property Owner) is the owner of the property described as a Tract of land situated in the J.F. Ellis Survey, Abstract Number 490, and the John Thornhill Survey, Abstract Number 1519, Tarrant County, Texas, also being a part of that certain tract of land known as Lot 2, Block 1, Fort Worth Town Center and recorded in Cabinet A, Slide 3776, Plat Records, Tarrant County, Texas at 4200 South Freeway, Fort Worth, Texas. The property is located within the Hemphill/Berry Neighborhood Empowerment Zone (NEZ). The Property Owner plans to invest an estimated amount of$3,574,000.00 to construct a retail building with approximately 15,000 square feet and invest $595,000.00 to rehabilitate an existing retail laundromat (Project). The Neighborhood Services Department reviewed the application and certified that the Property Owner and Project met the eligibility criteria to receive a NEZ Municipal Property Tax Abatement. The NEZ Basic Incentives includes a five-year Municipal Property Tax Abatement on the increased value of improvements to the qualified owner of any new construction or rehabilitation within the NEZ. Upon execution of the Agreement, the total assessed value of the improvements used for calculating municipal property tax will be frozen for a period of five years starting January 2020 at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD) in 2018, on this pad site so the pre-improvement value for tax abatement purposes on the new construction will be $0.00. Upon execution of the Agreement, the total assessed value of the improvements used for calculating municipal property tax will be frozen for a period of five years starting January 2020 at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD) in 2018, on the retail Laundromat will be as follows: Pre-Improvement TAD Value of Improvements $308,377.00 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25849&councildate=5/15/2018[05/29/2018 6:17:25 PM] M&C Review Pre-Improvement Estimated Value of Land $ 91,624.00 Total Pre-Improvement Estimated Value F$400,001.00 The municipal property tax on the improved value of the new retail building Project after construction is estimated in the amount of$28,771.00 per year for a total amount of$143,855.00 over the five-year period. The municipal property tax on the improved value of the Laundromat after rehabilitation is $4,790.00 per year for a total amount of$23,950.00 over the five-year period. However, this estimate may differ from the actual tax abatement value, which will be calculated based on the Tarrant Appraisal District appraised value of the property. The Tax Abatement Agreements may be assigned to an affiliate of the property owner without the consent of the City Council. If the property is sold to a new owner, other than an affiliate, the Agreement may be assigned only with City Council approval and provided that the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and Basic Incentives. This property is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations approximately $167,805.00 in property taxes will be abated over the five-year period from 2019-2023. This revenue loss will be incorporated into the City's five-year financial forecast. IQ Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Sarah Odle (7316) ATTACHMENTS 4200 South Freeway Man for Couacil.pdf La Gran 1295 �df New Retail Center Elevations IL Universal Wash Elevations.pd http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25849&councildate=5/15/2018[05/29/2018 6:17:25 PM] CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-a and 6 it there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-1825 Town tenter Mall,LP Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/08/2016 being filed. City of Fort Worth Date Acknowledged: 01/28/2016 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract Cor-Atrac.f #- f-0 be- 455(9.4 Z4 ,Qnnr -MK f�EXtf�+r1P /, r�✓Y11 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling7 intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION�Jr � p My name is okil ReZ WILE- ILE- (.7Si---4n=t `, and my date of birth is i�. My address is 770 N 605f O•Z�'`ol 5-00 �V:�Al X T/` , 7702Y . V (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in P m's County, State cif-I' y2-the 2-r)day of 201L. (uina (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.33598