HomeMy WebLinkAboutContract 51261 i CITY SECRETAR
CONTRACT N0. --
��G `�� TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A
SFQ 1 Qwo NEIGHBORHOOD EMPOWERMENT ZONE
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between
the CITY OF FORT WORTH,TEXAS(the"City"),a home rule municipal corporation organized
under the laws of the State of Texas and acting by and through David Cooke, its duly authorized City
Manager, and Legacy Scenic, LP, ("Owner"), of property located at Abstract 958, Tracts 32, 32A,
32B, 33, 34, 35B, 37, 37A, 37C, 41D, 57A, 57B & 57C, John Little Survey, Lots 3 and 4, Block 1
and Lots 3-8, 9 & 10, 11 & 12, 13 & 14, 15 & 16, 19 & 20, 21 & 22 and 23 & 24, Block 2, Cliff
Addition, Lots 7& 8,9, 10, 13 & 14,Block 1,Akers&Aikman Addition and Lot A,McGinnis Tract
Subdivision,to the City of Fort Worth,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 16,
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 April 5, 2011, the Fort Worth City Council adopted Ordinance No. 19641
(Readopted June 21, 2016, Ordinance No. 22285) (the "Ordinance 7ngrhood
Page 1 of 18 NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
Empowerment Reinvestment Zone No.38" City of Fort Worth, Texas (the "Zone") and adopted
Resolution No.3981 establishing "Designation of the Six Points Area as a Neighborhood
Empowerment Zone"(the "NEZ").
F. Owner owns certain real property located entirely within the NEZ and that is more
particularly described in Exhibit"I". attached hereto and hereby made a part of this Agreement for all
purposes(the "Premises").
G. Owner or its assigns plans to construct the Required Improvements,as defined in Section
1.1 of this Agreement, on the Premises to be used as a residential unit/apartment complex (the
"Project").
H. On May 17, 2018, Owner submitted an application for NEZ incentives and tax
abatement to the City concerning the contemplated use of the Premises(the "Application"), attached
hereto as Exhibit"2"and hereby made a part of this Agreement for all purposes.
I. The contemplated use of the Premises, the Required Improvements, as defined in
Section 1.1,and the terms of this Agreement are consistent with encouraging development of the Zone
in accordance with the purposes for its creation and are in compliance with the Policy Statement,the
Resolution and other applicable laws,ordinances,rules and regulations.
J. The terms of this Agreement,and the Premises and Required Improvements, satisfy the
eligibility criteria of the NEZ Incentives.
K. Written notice that the City intends to enter into this Agreement, along with a copy of
this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of
the governing bodies of each of the taxing units in which the Premises is located.
NOW, THEREFORE, the City and Owner, for and in consideration of the terms and
conditions set forth herein, do hereby contract, covenant and agree as follows:
1. OWNER'S COVENANTS.
1.1. Real Property Improvements.
Owner shall construct, or cause to be constructed, on and within the Premises certain
improvements consisting of a 398 residential unit multi-family apartment complex, (i)
consisting of one (1) four story building wrapped around a structured parking garage and one
(1) four story building and three(3)three story apartment buildings with a mix of units and(ii)
having Construction Costs, excluding land, upon completion of$55,447,233.00 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
Page 2 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
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". Such approval not to be unreasonably
withheld, conditioned,or delayed.
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 $55,447,233.00 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$55,447,233.00 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 '. Such approval not to be unreasonably withheld, conditioned, or delayed.
1.3. Completion Date of Required Improvements.
Owner covenants that the Required Improvements will be completed within forty-eight
(48) months from the last to occur of the date of both parties' execution of this Agreement and
Council approval. The Abatement(hereinafter defined) will automatically terminate two years
after Council approval of the tax abatement if a building permit has not been pulled and a
foundation has not been poured,unless delayed because of force majeure,in which case the two
years shall be extended by the number of days comprising the specific force majeure. For
Page 3 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable
control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots
and material or labor restrictions,but shall not include construction delays caused due to purely
financial matters, such as,without limitation,delays in the obtaining of adequate financing.
1.4. Use of Required Improvements/Premises.
Owner covenants that the Required Improvements shall be constructed and the
Premises shall be used in accordance with the description of the Project set forth in the Exhibit
"Y'. In addition, Owner covenants that throughout the Term, the Required Improvements
shall be operated and maintained for the purposes set forth in this Agreement and in a manner
that is consistent with the general purposes of encouraging development or redevelopment of
the Zone.
1.5. Property Maintenance.
Owner covenants to ensure high quality management and maintenance of the Premises
for the duration of the abatement, that each building in the development is suitable for
occupancy, taking into account local health, safety, and building codes, and that Owner will
comply with all building codes requirements imposed by the state or local government unit
responsible for making building code inspections. If a violation report or notice is issued by
the governmental unit, the Owner must provide to City either a statement summarizing the
violation report or notice or a copy of the violation report or notice,and in addition,the Owner
must state whether the violation has been corrected. Failure to maintain property as described
above will constitute an Event of Default and Tax Abatement will be terminated.
2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS.
Subject to and in accordance with this Agreement, the City hereby grants to Owner a real
property tax abatement on the Premises, the Required Improvements, as specifically provided in this
Section 2 ("Abatement").
2.1. Amount of Abatement.
The actual amount of the Abatement granted under this Agreement shall be based upon
the increase in value of the Premises,the Required Improvements,over their values in January
2018, after demolition of any existing improvements and this amount is $0.00 the year in
which this Agreement was entered into, and certain guidelines set forth in this Section 2. The
Abatement shall be one hundred percent (100%) of the increase in value of the Premises due
to construction of the Required Improvements and shall not apply to taxes on the land value,
excluding improvements, nor shall the Abatement apply to mineral interests.
Page 4 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
2.1.1. Abatement Based on Construction Costs,Payment to Fort Worth Housing
Finance Corporation and ADA Accessible Housing Units.
Owner shall receive a 100 percent (%) Abatement for 5 years from the year
after the year that a final certificate of occupancy is issued by the City for the Project.
For example purposes only,if the final certificate of occupancy for the Project is issued
in 2020, then the abatement hereunder commences for the tax year 2021 (such taxes
being due in 2022) and expires in 2025 (such taxes being due in 2026) on the
improvement value, not including the value of the land, if Owner meets all of the
following requirements:
2.1.2.1 Spends at least $55,447,233.00 on Construction Costs of the Required
Improvements(including, but not limited to, site development costs) and;
2.1.2.2 Pays the Fort Worth Housing Finance Corporation (FWHFC) an
annual sum equal to $200.00 for each rental residential unit located on the Premises
which is subject to the Abatement. This annual payment will be due on or before
April 1 of each year in which an Abatement is granted. Failure to pay the annual
payment to the FWHFC when due will result in the forfeiture of the entire Abatement
for the tax year in which payment was due. In addition, seven(7)of the units shall be
compliant with the Americans with Disability Act (ADA) and fully accessible, and
three(3)of the units shall be fully accessible to persons with sensory impairments.
The maximum percentage of Abatement available to Owner under this
Section 2.1. is 100 percent(100%)of taxes otherwise due. Owner shall not be eligible
for any of the Abatement under this Section 2.1. unless Owner meets all the
requirements set forth in all subsections in the paragraphs above. In addition, if the
total Construction Costs of the Required Improvements are less than as provided in
Section 1.1 of this Agreement and are not adjusted through an approved amendment
as provided in Sectionl.2 of this Agreement, Owner will be ineligible to receive the
Abatement under this Section 2.1.2.1, but an Event of Default, as defined and
addressed in Section 4, shall also occur.
2.2. Abatement Limitation.
Page 5of18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
In accordance with Section E. 5 of the Policy and notwithstanding anything that may
be interpreted to the contrary in this Agreement, Owner's Abatement in any given year of the
Abatement Term will be based on the increase in value of the Required Improvements but
excluding value attributed to the land, up to a maximum of Eighty Three Million One
Hundred Seventy Thousand Eight Hundred Forty Nine Dollars $83,170,849.00. In other
words, with regard to the real property tax Abatement, in any year in which the taxable value
of improvements on the Land exceeds ( i) any value of improvements after demolition on the
Land as of January 1,2018 plus(ii)$84,000,000.00,Company' s real property tax Abatement
for that tax year will be capped and calculated as if the increase in the value of improvements
on the Land since January 1, 2018 had only been$83,170,849.00.
2.3. Protests Over Appraisals or Assessments.
Owner shall have the right to protest and contest any or all appraisals or assessments of
the Premises and/or improvements thereon.
2.4. Terms.
January 1 of the year following the year in which a final certificate of occupancy is
issued for the Required Improvements will constitute the start of auditing for compliance of this
Agreement("Compliance Auditing Term"). Taxes will not be abated during the first year of
the Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin
on January 1 of the year following the year that the Compliance Auditing Term begins (the
"Abatement Beginning Date"). Unless sooner terminated as herein provided, the Term and
the Compliance Auditing Term shall end on the December 31 st immediately preceding their
respective fifth (5th) anniversaries. Information for the last Compliance Auditing Term shall
be submitted as indicated in Section 3.3.
2.5. Abatement Application Fee.
The City acknowledges receipt from Owner of the required Abatement application fee
of one percent(.5%)of Project's estimated cost,not to exceed$2,000. The application fee shall
not be credited or refunded to any party for any reason.
3. RECORDS, AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Premises.
Page 6 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
Between the execution date of this Agreement and the last day of the Term, at any time
during normal office hours throughout the Term and the year following the Term and following
reasonable notice to Owner,the City shall have and Owner shall provide access to the Premises
in order for the City to inspect the Premises and evaluate the Required Improvements to ensure
compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with
the City during any such inspection and/or evaluation.
3.2. Audits.
The City shall have the right, at its expense, to audit the non-privileged and non-
proprietary by applicable law financial and business records of Owner that relate to the Project
and Abatement terms and conditions (collectively, the "Records") at any time during the
Compliance Auditing Term in order to determine compliance with this Agreement. Owner shall
make all Records available to the City on the Premises or at another location in the City during
normal business hours and following reasonable advance notice by the City and shall otherwise
cooperate fully with the City during any audit.
3.3. Provision of Information.
On or before each February 1 during the Compliance Auditing Term, Owner shall
provide information and documentation for the previous year that addresses Owner's
compliance with each of the terms and conditions of this Agreement for that calendar year. This
information shall include,but not be limited to,the following:
3.3.1. The number and dollar amounts of all the Construction Costs and subcontracts
awarded on the Project.
3.3.2. Evidence of the Annual payment to the FWHFC of $200.00 for each rental
residential unit located on the property, and compliance with the required ADA units .
Owner shall supply any additional information requested by the City in its evaluation of
Owner's compliance with each of the terms and conditions of this Agreement. Failure to
provide all information required by this Section 3.3 shall constitute an Event of Default, as
defined in Section 4.1.
3.4. Determination of Compliance.
Page 7 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
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. If it is determined that Owner has fully complied with the
terms and conditions of this Agreement during the previous year of the Compliance Auditing
Term, the actual annual percentage of Abatement shall not be less than 100%.
4. EVENTS OF DEFAULT.
4.1. Defined.
Owner shall be in default ofthis Agreement if(i)any of the covenants set forth in Section
1 and 2 of this Agreement are not met; or(ii)ad valorem real property taxes with respect to the
Premises or the Project, or its ad valorem taxes with respect to the tangible personal property
located on the Premises,become delinquent and Owner does not timely and properly follow the
legal procedures for protest and/or contest of any such ad valorem real property or tangible
personal property taxes; or (iii) subject to Section 2.1 of this Agreement, Owner breaches any
of the other terms or conditions of this Agreement(collectively, each an"Event of Default").
4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred, the
City shall provide a written notice to Owner that describes the nature of the Event of Default.
Owner shall have ninety(90)calendar days from the date of receipt of this written notice to fully
cure or have cured the Event of Default. If Owner reasonably believes that Owner will require
additional time to cure the Event of Default, Owner shall promptly notify the City in writing,in
which case (i) after advising the City Council in an open meeting of Owner's efforts and intent
to cure, Owner shall have one hundred eighty (180) calendar days from the original date of
receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more
than one hundred eighty(180)days to cure the Event of Default,after advising the City Council
in an open meeting of Owner's efforts and intent to cure,such additional time,if any,as may be
offered by the City Council in its sole discretion.
4.3. Termination for Event of Default and Payment of Liquidated Damages.
If an Event of Default has not been cured within the time frame specifically allowed
under Section 4.2,the City shall have the right to terminate this Agreement immediately. Owner
acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic
development and redevelopment efforts on the Premises and in the vicinity of the Premises;(ii)
require unplanned and expensive additional administrative oversight and involvement by the
Page 8 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
City; and (iii) otherwise harm the City, and Owner agrees that the amounts of actual damages
therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore,
upon termination of this Agreement for any Event of Default, Owner shall pay the City, as
liquidated damages all taxes that were abated in accordance with this Agreement for each year
when an Event of Default existed and which otherwise would have been paid to the City in the
absence of this Agreement. The City and Owner agree that this amount is a reasonable
approximation of actual damages that the City will incur as a result of an uncured Event of
Default and that this Section 4.3 is intended to provide the City with compensation for actual
damages and is not a penalty. This amount may be recovered by the City through adjustments
made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction
over the Premises. Otherwise,this amount shall be due,owing and paid to the City within sixty
(60)days following the effective date of termination of this Agreement. In the event that all or
any portion of this amount is not paid to the City within sixty (60)days following the effective
date of termination of this Agreement, Owner shall also be liable for all penalties and interest
on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code
at the time of the payment of such penalties and interest(currently, Section 33.01 of the Code).
4.4. Termination at Will.
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, without cause, if the Project contains or will contain a sexually oriented business.
b. Owner understands and agrees that the City has the right to terminate this
agreement, without cause, as determined in City's sole discretion if the Project contains or
will contain a liquor store or package store.
5. INDEMNIFICATION.
Owner understands and agrees that the City is not sponsoring the Project or creating any kind
of partnership or joint venture with Owner with regard to the Project, including, but not limited to,
the construction of the Required Improvements. It is expressly understood and agreed that Owner
shall operate as an independent contractor as to all aspects of the Project, and not as an agent or
representative the City. OWNER, AT OWNER'S OWN EXPENSE, SHALL INDEMNIFY,
Page 9 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED
PARTIES HEREIN) AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND AGAINST ANY CLAIM,
LAWSUIT OR OTHER ACTION FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF
ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT (i) CAUSED BY THE
NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF OWNER, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS,AND
(ii) ARISING OUT OF, OCCASIONED BY OR RELATED TO THE PROJECT OR THE
CONSTRUCTION OF THE REQUIRED IMPROVEMENTS OR ANY OTHER
PERFORMANCE OF THIS AGREEMENT.
6. EFFECT OF SALE OF PREMISES.
Owner may assign this Agreement and all or any portion of the benefits provided hereunder
to Jefferson Oakhurst Scenic, LLC 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 direct or indirect common control with Owner,
controlled by Owner or controlling Owner. For purposes of this definition, "control" means fifty
percent(50%)or more of the ownership determined by either value or vote. Owner may not otherwise
assign this Agreement or any of the benefits provided hereunder to another party without the consent
of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i)
the City Council finds that the proposed assignee is financially capable of meeting the terms and
conditions of this Agreement and(ii)the proposed assignee agrees in writing to assume all terms and
conditions of Owner under this Agreement. Any attempted assignment without the City Council's
prior written consent shall constitute grounds for termination of this Agreement and the Abatement
granted hereunder following ten (10) calendar days of receipt of written notice from the City to
Owner.Further, Owner may collaterally assign this Agreement to a lender providing construction
financing for the Project without the consent of the City.
In no event shall the abatement term be extended in the event of a subsequent sale or
assignment.
7. NOTICES.
Page 10 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
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 Legacy Scenic, LP
Attn: City Manager 2929 Carlisle Street, Suite 365
200 Texas Street Dallas,Texas 75204
Fort Worth,Texas 76102
And Assignee:
Neighborhood Services Department Jefferson Oakhurst Scenic, LLC
Attn: Director Attn: Miller Sylvan or Matt Brendel
200 Texas Street 600 East Las Colinas Blvd., Suite 1800
Fort Worth,Texas 76102 Irving, Texas 75039
8. MISCELLANEOUS.
8.1. Bonds.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
8.2. Conflicts of Interest.
Neither the Premises nor any of the Required Improvements covered by this Agreement
are owned or leased by any member of the City Council,any member of the City Plan or Zoning
Commission or any member of the governing body of any taxing units in the Zone.
8.3. Conflicts Between Documents.
In the event of any conflict between the City's zoning ordinances, or other City
ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In
the event of any conflict between the body of this Agreement and Exhibit"3",the body of this
Agreement shall control.
8.4. Future Application.
Page 11 of t8
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
A portion or all of the Premises and/or Required Improvements may be eligible for
complete or partial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement shall not be construed as evidence that such exemptions do not
apply to the Premises and/or Required Improvements.
8.5. City Council Authorization.
This Agreement was authorized by the City Council through approval Mayor and
Council Communication No. C-28763 on June 26,2018,which,among other things,authorized
the City Manager to execute this Agreement on behalf of the City.
8.6. Estoppel Certificate.
Any party hereto may request an estoppel certificate from another party hereto so long
as the certificate is requested in connection with a bona fide business purpose. The certificate,
which if requested will be addressed to the Owner, Owner's construction lender or equity
provider for the Project, or a proposed buyer for the completed Project, as applicable, 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.
8.7. 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.
8.8. Venue and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of Texas
and applicable ordinances,rules,regulations or policies of the City. Venue for any action under
this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement
is performable in Tarrant County,Texas.
8.9. Severability.
Page 12 of 18
NEZ Tax Abatement with Legacy Scenic, LP
Approved by M&C C-28763,June 26,2018
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
8.10. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
8.11. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between
the City and Owner,their assigns and successors in interest,as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to
the extent in conflict with any provision of this Agreement. This Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council. This
Agreement may be executed in multiple counterparts, each of which shall be considered an
original,but all of which shall constitute one instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
Page 13 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
CITY OF FORT WORTH:
By: �..,,....L��-
Fernando Costa
Assistant City Manager
Legacy Scenic, LP
a Texas limited partnership
By: Legacy Capital Partners II, Ltd.
a Texas limited partnership, its general partner
By: Lcy a 'tal Company II,
a T xas corpor tion, ' general partner
By: -
Name: ter M. Aber,
Title: nesidex+ Partner
ATTEST:
By: _
CK Se et
CY
�XAS
APPROVED AS TO FORM AND LEGALITY:
B
Y•
Melinda Ramos
Sr. Assistant City Attorney
M& C: C-28763
O
FFICIAL
Page 14 of 18 NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be
the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to
me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation,
that he was duly authorized to perform the same by appropriate resolution of the City Council of the
City of Fort Worth and that he executed the same as the act of the said City for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /3'`-"-day of
2018.
TRIKINYA L. JOHNSON
No P lic id for ��`"PYP"
Notary __: _Notary Public, State of Texas
the State of T Zas"
:�9rF *. - Comm. Expires 04-17-2022
i�a`� Notary ID 1238832-0
STATE OF TEXAS §
COUNTY OFT §
00 I las
BEFORE ME, the undersigned authority, on this day personally appeared eter M.
Aberg, ;'si&14-Partner of Legacy Scenic, LP, a Texas limited partnership, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacity therein stated
and as the act and deed of Legacy Scenic, LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this P-3j day of
,n—
(A (A rt ,2018.
Notary Public in and forO ��., LAURI COX
tt
the State of Texas Z-";,• Notary Public.State of Texas
%'^.. Comm. Expires 08 04-2022
?FpaNotary ID 129908484
OFFICIAL RECORD
CITY SECRETARY
Page 15 of 18 FT.WORTH,TX
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
Exhibit 1: Property Description
Exhibit 2: Application: (NEZ) Incentives and Tax Abatement
Exhibit 3: Project description including kind,number,and details of the proposed improvements.
Exhibit 4: Final Construction Invoices(to be attached after completing construction of Required
Improvements)
Page 16 of 18
NEZ Tax Abatement with Legacy Scenic,LP
Approved by M&C C-28763,June 26,2018
Exhibit 1
Property Description
Abstract 958, Tracts 32, 32A, 32B, 33, 34, 35B, 37, 37A, 37C, 41D, 57A, 57B & 57C, John Little
Survey, Lots 3 and 4, Block 1 and Lots 3-8, 9 & 10, 11 & 12, 13 & 14, 15 & 16, 19 & 20, 21 & 22
and 23 &24,Block 2,Cliff Addition, Lots 7& 8,9, 10, 13 & 14,Block 1,Akers&Aikman Addition
and Lot A,McGinnis Tract Subdivision, to the City of Fort Worth, Tarrant County, Texas.
Page 17 of 18
NEZ Tax Abatement with Legacy Scenic, LP
Approved by M&C C-28763,June 26,2018
Exhibit 2
FORT WORTH. Application No.
('itv of Fort Worth
Neighborhood Empowerment Zone (NEZ)Application for Basic Incentives
Appti cant Information
Property Owner: Jefferson Oakhurst Scenic,LLC
Last First M.I.
Address: 600 E. Las Colinas Blvd.,Suite 1800, Irving,Texas 75039
Street Address City State Zip
Phone: 972-373-3945 Email: bryan.grantapi.com
Contact: Oujesky Ray Kelly Hart&Hallman LLP
(Ifdierent) Last First M.I.
Phone: 817-878-3556 Email: ray.oujes!2@kellyharLcom
Project Information
NEZ certifications are project specific.Please describe your project: ilu t1 aml�
❑ In ❑ ❑ ❑ ❑
Single Family Multi-Family Commercial Industrial Community Facilities Mixed-Use
Project Address: 2519 E.Belknap St., Fort Worth,Texas
Street Address
Legal Description: See attached for multi le legal egal descriptions
Lot Block Addition
YES NO YES NO
New Construction/Addition: ® ❑ Remodel/Rehab: ❑ IN
Total New Sq.Ft. 348,549 sq.ft. Total Development Cost: $73,026,000.00
YES NO
Will the NEZ certified property be occupied by the property owner? ❑
If your project is a Mixed Use project,please list all specific uses that are being proposed:
Incentives
YES NO
Do you wish to apply for a Municipal Property Tax abatement for this project? In ❑
If the above answer is yes,please contact the City of Fort Worth Neighborhood Services Department at
(817)392-7316 or visit httpJ/fottworthtoxas;gov/neighborhoods/NEV for additional information.
YES NO
Do you wish to apply for a release of certain City liens? ❑
Weed,Paving,Demolition and Board Up/Open Structure liens may be released
For Zoning Office
YES NO
Will a Zoning Change application be necessary for this project? ❑ IN
Signature of Zoning Staff: Date:
Revised 05/2016 KE
FORT WORTH. Application No.
� "'*I�
City of Fort Worth
Neighborhood Empowerment Zone (NEZ) Application for Basic Incentives
Acknowledgernents
I hereby certify that the information provided is true and accurate to the best of my knowledge.
1 hereby acknowledge that 1 have read the NEZ,Basic Incentives,which governs the granting of tax abatements,fee
waivers and release of City liens, and that any VIOLATION of the terms of the NEZ Basic Incentives or
MISREPRESENTATION shall constitute grounds for rejection of an application or termination of incentives at the
discretion of the City.
I understand that the approval of fee waivers and other incentives shall not be deemed to be approval of any aspect
of the project. I understand that I am responsible for obtaining required permits and inspections from the City and
in ensuring the project is located in the correct zoning district.
understand that my application will not be processed if it is incomplete. If the application is not complete within
30 days, it will be withdrawn and application fees paid will not be reimbursed. l agree to provide any additional
information for determining eligibility as requested by the City.
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 NEZ basic incentives.
I understand that I must pay all associated fees at the time of project application and/or permit submittal if I wish
to submit permits prior to determination of NEZ eligibility.
I understand that some permits may not be issued while NE"L eligib' ' y is being estabi'
Jefferson Oakhurst Scenic, LLC
Printed Name of Property Owner Signature of Property Owner Date
Please mail,e-Mail or bring your completed application to:
City of Fort Worth Planning and Development Department
1000 Throckmorton Street,Fort Worth,Texas 76102
E-Mail:DevNezProgram@fortworthtexas.gov
An electronic version of this form is available on our website. For more information on the NEZ Program for
Basic Incentives,please visit our web site at hits://fortworthtexas.gov/neiLhborhoods/NEZ/or contact our office
at(8 17)392-2222 or DevNezProgram@fortworthtexas.gov.
For more information on Tax Abatements,see the above website or contact Neighborhood Services at
(817)392-7316.
For Development Office Use Only
YES NO
Project certified for NEZ Basic Incentives: ❑ ❑ If yes,Certified By:
If not certified,reason for denial:
Revised 092016 JLE
Exhibit 3
Protect Description
One Hundred thirty eight (398)residential unit complex with:
• One (1) four story building wrapped around a structured parking garage
• One (1) four story building and three (3)three story buildings with some tuck under garages
in the buildings and the remainder of the units parking on an adjacent surface parking lot
# Unit Soft
16 Studios 576
252 1 Bed 667- 970
124 2 Bed 1047 - 1418
6 3 Bed 1418 - 1434
398
Features
2 Pools with sundecks
1 passive courtyard
2 4th floor amenity decks
Grilling area
Clubhouse Room
Fitness Center Mail
Room
Secondary Pool Lounge
Business Center
Pedestrian walkway through site
Exterior Materials: Brick, stucco, cementitious siding,metal panel, wood.
Page 18 of 18
NEZ Tax Abatement with Legacy Scenic, LP
Approved by M&C C-28763,June 26,2018
M -
Y
O
W o €
S s@@a
N !o
.`
�
L-d N g E
ILA
o
!�• + Y o
� � m
Q 0 cn
_ ?I
W
4. *, >
r ' o
r� k
'1S SIll19 0�
V
F"
Q
Z
Q
i
f
s bNsdvw
z
w X
U)
IL 0
OLL
op
1, Q
� � k
3AV SNDl 1
a
x
't 5 •L
�t r
..1
uv4 ►
M1�o i
i
c
it
L lAi F }
r- L
J
Flu LIP
C 1
Iii
2rr.. 5t '
N k
i � S
M&C'Review
Official
CITY COUNCIL AGENDA FORT�TII
COUNCIL ACTION: Approved on 6/26/2018
DATE: 6/26/2018 REFERENCE C-28763 LOG NAME: 19NEZJEFFERSONOAKHURST
NO..
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Legacy Scenic,
LP, and Assignment After Closing to Jefferson Oakhurst Scenic, LLC, to Construct a
398 Residential Unit Complex Located on Oakhurst Scenic Drive Between East
Belknap Street and Akers Avenue in the Six Points Neighborhood Empowerment Zone
and Permit Certain Payments to the Fort Worth Housing Finance Corporation to
Satisfy Affordable Housing Requirements (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a five-year Tax Abatement
Agreement with Legacy Scenic, LP, and assignment after closing to Jefferson Oakhurst Scenic,
LLC, to construct a 398 residential unit complex located on Oakhurst Scenic Drive Between East
Belknap Street and Akers Avenue in the Six Points Neighborhood Empowerment Zone, in
accordance with the Neighborhood Empowerment Zone Tax Abatement Policy and Basic
Incentives and permit certain payments to the Fort Worth Housing Finance Corporation to satisfy
affordable housing requirements.
DISCUSSION:
Legacy Scenic, LP (Property Owner), is the owner of property located at Abstract 958, Tracts 32,
32A, 32B, 33, 34, 35B, 37, 37A, 37C, 41 D, 57A, 57B & 57C, John Little Survey, Lots 3 and 4,
Block 1 and Lots 3-8, 9 & 10, 11 & 12, 13 & 14, 15 & 16, 19 & 20, 21 & 22 and 23 & 24, Block 2,
Cliff Addition, Lots 7 & 8, 9, 10, 13 & 14, Block 1, Akers & Aikman Addition and Lot A, McGinnis
Tract Subdivision, to the City of Fort Worth, Tarrant County, Texas. The property is located within
the Six Points Neighborhood Empowerment Zone (NEZ).
The Property Owner plans to sell the property to Jefferson Oakhurst Scenic, LLC who will invest
an estimated amount of$47,570,680.00 to construct a 398 residential unit complex (Project). The
Neighborhood Services Department reviewed the application and certified that the Project met the
eligibility criteria to receive a Municipal Property Tax Abatement. The NEZ Tax Abatement Policy
and Basic Incentives includes a five-year municipal property tax abatement on the increased value
of improvements to the qualified owner of any new construction or rehabilitation within the NEZ.
A multi-family project located in a NEZ must satisfy one of the following for a five-year tax
abatement:
At least 10 percent of the total units constructed or rehabilitated shall be affordable (as defined by
the U.S. Department of Housing and Urban Development) and set aside to persons with incomes
at or below 80 percent of area median income based on family size and at least another 10
percent of the total units constructed or rehabilitated shall be affordable (as defined by the U.S.
Department of Housing and Urban Development) and set aside to persons with incomes at or
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26011&councildate=6/26/2018[06/27/2018 10:41:20 AM]
r
M&C Review
below 60 percent of area median income based on family size; or
If specifically permitted by the City Council, in its sole discretion and as specified in the Tax
Abatement Agreement, pay the Fort Worth Housing Finance Corporation an annual sum equal to
$200.00 for each rental residential unit located on the property which is subject to the tax
abatement. The Fort Worth Housing Finance Corporation is a housing finance corporation
created pursuant to authorization by the City Council of the City of Fort Worth in accordance with
Chapter 394, Texas Local Government Code, to assist in the financing of the costs of residential
development and ownership for citizens of decent, safe and sanitary housing at affordable prices.
The developer is requesting the option to pay the Fort Worth Housing Finance Corporation the
annual sum in lieu of setting aside the affordable units and Staff recommends approval of this
request.
Upon execution of the Agreement, the total assessed value of the improvements used for
calculating municipal property tax will be frozen for a period of five years starting January 2021 at
the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD) in 2018,
after demolition of any existing buildings so the pre-improvement value for tax abatement
purposes will be $0.00.
The Municipal Property Tax Abatement on the improved value of the Project after construction is
estimated in the amount of $382,944.00 per year for a total in the estimated amount of
$1,914,720.00 over the five-year period. However, this estimate may differ from the actual tax
abatement value, which will be calculated based on the Tarrant Appraisal District appraised value
of the property.
The Tax Abatement Agreement may be assigned to an affiliate of Jefferson Oakhurst Scenic, LLC,
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 an estimated
$1,914,720.00 in property taxes will be abated over the five year period from 2021-2026. This
amount will be included in the City's five year financial forecast.
TO
Fund Department Account Project Program Activity Budget Reference 11 Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
http://apps.cfwnet.org/council_packet/mc_revicw.asp?1D=26011&councildate=6/26/2018(06/27/2018 10:41:20 AM]
M&C"Review
Additional Information Contact: Sarah Odle (7316)
ATTACHMENTS
11 Form 1295 Certificate 100369811 - Legacy Scenic.pdf
12. Form 1295 Certificate 100369104 (1) - JPI.pdf
6. Oakhurst Colored Site Plan.pdf
JPI Oakhurst v1icctture.pdf
Oakhurst Scenic Map for Council.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=2601 I&councildate=6/26/2018[06/27/2018 10:41:20 AM]
C-arl-ki
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
Soft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 it 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. 2018-356020
Legacy Scenic,LP
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/18/2018
being filed.
City of Fort Worth Date Ac to edged
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.
To Be Asslgned
Multifamily Tax Abatement
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Aberg,Peter Dallas,TX United States X
Saxon,Steve Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DEC7,olvVIle
ON
My name isL and my date of birth Is
My address is �
/7,( '7
(street) (city) - (state) (ZIP 00de) (c-nt►Y)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in _County, State of •1.,on the dRy of 202 _
(Yea►)
Signature of authorized agent 6f-co acting usiness entity
(Dederent)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523