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Home My WebLink AboutContract 33655 CITY SECRETARY CONTRACT NO. �- ESTOPPEL TO: CH Realty IV/Ridglea Village, L.P. 2100 McKinney Avenue, Suite 700 Dallas, Texas 75201 Nationwide Life Insurance Company One Nationwide Plaza Columbus, Ohio 43215 Attention: Real Estate Investments, 34T FROM: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Manager RE: Tax Abatement Agreement for Property Located in a Neighborhood Empowerment Zone by and between City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas (the "City"), and J. Kline, L.L.C., a Texas limited liability company ("Kline"), dated September 18, 2002 (the "Tax Abatement Agreement") The City and Kline entered into the Tax Abatement Agreement for the real property legally described on the attached Exhibit A (the "Property"). Kline subsequently assigned its interests in the Tax Abatement Agreement to Alta Ridglea Village, L.P., a Texas limited partnership ("ARV"), an affiliate of WP South Acquisitions, L.L.C., which assignment was expressly permitted pursuant to the terms of the Tax Abatement Agreement. ARV intends to assign its interest in the Tax Abatement Agreement to CH Realty IV/Ridglea Village, L.P., an affiliate of Crow Holdings ("CH Realty"). Pursuant to the Tax Abatement Agreement, the City and ARV (as successor-in-interest to Kline) are required to provide estoppel certificates when requested. At the request of ARV, the City is providing this Estoppel Certificate (the "Estoppel Certificate") to CH Realty and Nationwide Life Insurance Company, an Ohio corporation ("Lender"). All capitalized terms in this Estoppel Certificate shall have the same meaning as set forth in the Tax Abatement Agreement. Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City hereby certifies and agrees as follows: 1. A true, correct and complete copy of the Tax Abatement Agreement is attached hereto as Exhibit B, which Tax Abatement Agreement is in full force and effect as of the date hereof, and has not been modified, changed, altered or amended (and there are no other promises, agreements, understandings, or commitments between the City and ARV relating to the Tax Abatement Agreement). The Tax Abatement Agreement comprise the only agreement between the City and ARV with respect to the abatement of taxes for the Property. D 06-22-06 A0:3 '�� J:2p � N 2 AQVpp5p� � Rip] (q J Y� i:J��UG��Y L'f UL��tle 2. Ordinance No. 15160, dated July 23, 2002, establishing "Neigborhood Empowerment Zone No. 3, City of Fort Worth, Texas" is in full force and effect as of the date hereof, and has not been modified, changed, altered, amended or terminated. 3. The Compliance Auditing Term pursuant to the Tax Abatement Agreement commenced on January 1, 2005 and will expire on December 31, 2014. The Term of the Abatement benefit pursuant to the Tax Abatement Agreement commenced on January 1, 2006, and will expire on December 31, 2016. Accordingly, the current year of the Abatement Term is year one. 4. The Required Improvements have been completed in accordance with and as provided by the terms of the Tax Abatement Agreement, Lease, as evidenced by the issuance of certificates of occupancy for each of such Required Improvements, and the City has accepted such Required Improvements in satisfaction of the applicable obligations under Section 1.1 and Section 1.2 of the Tax Abatement Agreement. 5. The site plan attached as Exhibit H to the Tax Abatement Agreement has been approved by the City, and has not been modified, changed, altered, amended or amended. 6. As of the date of this Estoppel, (i) ARV has not been, and is currently not, in default under the Tax Abatement Agreement, and (ii) no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default under the Tax Abatement Agreement. 7. ARV has complied with all of the obligations of Owner with respect to the City's right to inspect of the Property and audit the Records. The City has determined that, as of the date hereof, the Owner and/or the Property are in compliance with the Tax Abatement Agreement. ARV has timely delivered the information and documentation required pursuant to Section 3.3 of the Tax Abatement Agreement. 8. The City hereby acknowledges and agrees that ARV has the right to assign ARV's interest in the Tax Abatement Agreement to a new owner of all or any portion of the Property and/or the Required Improvements, subject to the prior written consent of the City Council. ARV has formally requested such consent, and the matters was presented to the City Council on May 30, 2006. The form of Assignment Agreement attached hereto as Exhibit "C" fully satisfies the requirements for an assignment and assumption agreement pursuant to Section 5 of the Tax Abatement Agreement in connection therewith. 9. This Certificate shall be binding upon and shall inure to the benefit of the City, ARV, and CH Realty and its Affiliates. The City agrees and acknowledges that ARV, CH Realty and its Affiliates, and the Lender may rely on this Certificate in connection with the assignment of the Tax Abatement Agreement to CH Realty or its Affiliate. 10. The undersigned representative of the City is duly authorized and fully qualified to execute this instrument on behalf of the City, thereby binding the City, and no further authority, consent, action, resolution or other approval or documentation is necessary in connection with same (whether executive or legislative in nature or otherwise). 11. Nationwide Life Insurance Company and its successors and assigns ("Lender") hold or will hold a first priority deed of trust lien on the Property that secures the repayment of a promissory note made by CH Realty to the order of Lender. In the event Lender takes title to or succeeds to CH Realty's interest in the Property by foreclosure or by conveyance in lieu of foreclosure, Lender will also succeed to CH Realty's interest in the Tax Abatement Agreement and such succession by Lender is not a Sale of the Premises under Section 5 of the Tax Abatement Agreement and therefore will not require the consent of the City. The foregoing will not, however, be deemed to be a waiver of any other approval right in favor of the City pursuant to the Tax Abatement Agreement, including, without limitation, the City's right to approve any subsequent transfer or sale of the Property. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] ATTEST: CITY OF FORT WORTH By: By: City Secretary-6 Name: Dale Fisseler Title: Assistant City Manager APPROVED AS TO FORM AND LEGALITY: By- Name: Leann Guzman Title: Assistant City Attorney .. (1, -CQJLLr� Contr4ct Autho i atiox ,n= - Date EXHIBIT A LEGAL DESCRIPTION Being a tract of land situated in the City of Fort Worth, Tarrant County, Texas, and being all of LOT 1R, BLOCK 1, RIDGLEA APARTMENTS, an addition to the City of Fort Worth as recorded in Cabinet A, Slide 7951, Plat Records, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod set at the northwest corner of said LOT 1R, BLOCK 1, RIDGLEA APARTMENTS, said iron rod being at the intersection of the south right-of-way line of Sunset Drive (50' right-of-way) and the east right-of-way line of Westridge Avenue (80' right- of-way); THENCE North 74°34'00" East, departing the east right-of-way line of Westridge Avenue and with the south right-of-way line of Sunset Drive, a distance of 79.35 feet to a 5/8 inch iron rod set in asphalt paving of the beginning of a curve to the right having a central angle of 14°48'00", a radius of 175.19 feet and a chord bearing and distance of North 81'58'00" East, 45.13 feet; THENCE continuing with the south right-of-way line of Sunset Drive and along said curve to the right, an arc distance of 45.25 feet to an "x" cut set for corner; THENCE North 89°22'00" East, continuing with the south right-of-way line of Sunset Drive, a distance of 248.10 feet to a "y" cut found for corner; THENCE North 73°08'12" East, departing the south right-of-way line of Sunset Drive a distance of 75.38 feet to a "y" cut in concrete found in the north right-of-way line of Sunset Drive and being in the south line of Luther Quadrangle, an addition to the City of Fort Worth as recorded in Volume 1975, Page 283, Plat Records, Tarrant County, Texas; THENCE EAST, departing the north right-of-way line of Sunset Drive and with the South line of Luther Quadrangle, a distance of 131.31 feet to a 5/8 inch iron rod found for the northeast corner of said LOT 1R, BLOCK 1, RIDGLEA APARTMENTS, said point also being in the west right- of-way line of Bryant Irvin Road(85' right-of-way); THENCE SOUTH, with the west right-of-way line of Bryant Irvin Road, a distance of 732.53 feet to a 5/8 inch iron rod with yellow plastic cap stamped "Dunaway Assoc. Inc." found (hereafter called 5/8 inch iron rod found) at the southeast corner of said LOT 1R, BLOCK 1, RIDGLEA APARTMENTS, and being at the intersection of the west right-of-way line of Bryant Irvin Road and the north right-of-way line of Milburn Street (50' right-of-way); THENCE North 88°21'00" West, departing the west right-of-way line of Bryant Irvin Road and with the north right-of-way line of Milburn Street, a distance of 90.52 feet to a "x" cut set for corner at the beginning of a curve to the right having a central angle of 04°26'00", a radius of 575.00 feet and a chord bearing and distance of North 86°08'00" West, 44.48 feet; RE THENCE continuing with the north right-of-way line of Milburn Street and along said curve to the right a distance of 44.49 feet to a "x" cut set for corner; THENCE North 83°55'00" West, continuing with the north right-of-way line of Milburn Street, a distance of 90.65 feet to a 5/8 inch iron rod set for corner; THENCE North 85°28'37" West, continuing with the north right-of-way line of Milburn Street, a distance of 116.36 feet to a "x" cut set for corner; THENCE WEST, continuing with the north right-of-way line of Milburn Street, a distance of 161.55 feet to a 5/8 inch iron rod set for corner at the beginning of a curve to the right having a central angle of 14°38'00", a radius of 414.63 feet and a chord bearing and distance of North 82°41'00" West, 105.61 feet; THENCE continuing with the north right-of-way line of Milburn Street, and along said curve to the right an arc distance of 105.90 feet to a 3/8 inch iron pipe found at the intersection of the north right-of-way line of Milburn Street and the east right-of-way line of said Westridge Avenue, said pipe also being the southwest corner of said LOT 1R, BLOCK 1, RIDGLEA APARTMENTS; THENCE North 14°38'00" East, departing the north right-of-way line of Milburn Street, and with the east right-of-way line of Westridge Avenue, a distance of 150.65 feet to a 5/8 inch iron rod found at the beginning of a curve to the left having a central angle of 30°04'00" a radius of 957.60 feet and a chord bearing and distance of North 00°24'00" West, 496.77 feet; THENCE continuing with the east right-of-way line of Westridge Avenue and along the arc of said curve to the left, an arc distance of 502.51 feet to the POINT OF BEGINNING, and containing 389,863 square feet or 8.9500 acres of land. Exhibit B STATE OF TEXAS �ARY�?G) f1 COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A 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 Reid Rector, its duly authorized Assistant City Manager, and J. KLINE L.L.C., a Texas Limited Liability Company ("Owner"), acting by and through Toe Kline, its duly authorized Manager. 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 N a Neighborhood Empowerment Zone (NEZ) if the municipality determines that the creation of the zone would promote: a. The creation of affordable housing, including manufactured housing in the zone; b. An increase in economic development in the zone; c. An increase in the quality of social services, education, or public safety provided to residents of the zone; or d. The rehabilitation of affordable housing in the zone. B. Chapter 378 of the Texas Local Government Code provides that a municipality that creates a NEZ, may enter into agreements abating municipal property taxes on property in the zone. C. On July 31, 2001, the City adopted basic incentives for property owners who own property located in a NEZ, 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 "NEZ Basic Incentives" ("NEZ Incentives"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes. 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 July 23, 2002, the Fort Worth City Council adopted Ordinance No. _1 (the "Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No. 3,"City of Fort Worth, Texas(the "Zone"). F. 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 "Premises"). G. Owner or its assigns plan to construct the Required Improvements, as defined in Section 1.1 of this Agreement, on the Premises to be used as an apartment complex(the "Project"). R. On May 8, 2002, Owner submitted an application for NEZ incentives and an application on May 31, 2002 for tax abatement to the City concerning the contemplated use of the Premises (the "Application"), attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes. I. The City Council finds that 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 Resolution and other applicable laws, ordinances,rules and regulations. J. The City Council finds that 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. The City shall provide a copy of such notice to Owner before executing this Agreement. 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 252-unit multi-family apartment complex, (i) of at least 245,000 square feet in size, and (ii) having a construction cost upon completion of $ 14,360,000 including site development costs but such minimum construction costs shall be reduced by any construction cost savings (collectively, the "Required Improvements"). The type, preliminary site plan, conceptual elevation, number and location of the Required Improvements are described in Exhibit "D". Owner shall CITY �S�U r7L�i Te Y,'n G� j1� 1 vu , � �?, provide a copy of the final site plan to City once it is approved by the Department of Development and the parties agree that such final site plan shall be a part of this Agreement and shall be labeled Exhibit H. The final site plan shall be in substantially the same form as the preliminary site plan. 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 the Application for Tax Abatement shall not constitute an Event of Defaults 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 "D". 1.2. Completion Date of Required Improvements. Owner covenants to substantially complete construction of all of the Required Improvements within two years from the issuance and receipt of the first building permit, unless delayed because of force majeure, in which case the two years shall be extended by the number of days comprising the specific force majeure. For purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable control, including, without limitation, delays caused by adverse weather, delays in receipt of any required permits or approvals from any governmental authority, or acts of God, fires, strikes, national disasters, wars, riots and material or labor restrictions and shortages as determined by the City of Fort Worth in its sole discretion, which shall not be unreasonably withheld, but shall not include construction delays caused due to purely financial matters, such as, without limitation, delays in the obtaining of adequate financing. 1.3. Use of Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be continuously used in accordance with the description of the Project set forth in the Exhibit "D". 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. 1.4. Emilio meat on ]Premises. Owner covenants that at least six (6) Full-time Jobs, shall be provided on the Premises at all times during the Compliance Auditing Term, as defined in Section 2.6 of this Agreement. Of the six (6) full time jobs provided at the premises, three (3) of the positions shall be filled by residents of the City of Fort Worth, one (1) of these positions must be filled from residents who reside in the Central City of the City of Fort Worth. For purposes of this Agreement, "Full-time ,lobs" shall mean jobs filled by one (1) individual for a period of not less than forty (40) hours per week. "Central City" is defined as the area within Loop 820 consisting of all Community Development Block Grant (CDBG)-eligible census block groups; and all state-designated enterprise zones; and all census block groups that are contiguous by 75 percent or more of their perimeter �o a V9; VL to CDBG-eligible block groups or enterprise zones (M&C G 12976, approved by City Council on August 1, 2000). 1.5. Property Manaaement Owner covenants that the multi-family complex shall be operated in accordance and in compliance with the Management Plan that is attached as Exhibit "E". 1.6. Apartment Inspection Owner understands that the Required Improvements will be subject to inspection by the City of Fort Worth. Owner covenants that the Required Improvements will be operated and maintained in compliance with City of Fort Worth ordinances relating to buildings and apartments and shall pass all properly performed inspections by the City of Fort Worth. 1.7. Tenant Selection. Owner covenants that the multi-family complex shall be operated in accordance and in compliance with the Tenant Selection Plan that is attached as Exhibit "F". 1.8. Landscaping. Owner shall landscape and maintain such landscape of the Required Improvements in accordance with the final site plan approved by the City of Fort Worth, unless material changes to such plan have been approved by both of the parties to this Agreement in writing. 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"). "Abatement" of real property taxes only includes City of Fort Worth-unposed 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 Premises, the Required Improvements, and the business personal property located thereon, excluding inventory and supplies, over their values on January 1, 2002 and this amount is $1,224,543.00, the year in which this Agreement was entered into. The Abatement shall range up to a maximum of hundred percent (100%) of the increased value annually and shall be calculated each year as stated in 2.1.1, 2.1.2., 2.1.3., 2.1.4, 2.1.5 and 2.2. 4 The maximum percentage of Abatement available to Owner is as stated below. Owner shall be eligible for all Abatement under this Section 2.1 if Owner meets all the requirements set forth in Section 2.2. In addition, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. If the total construction costs of the Required Improvements are less than as provided in Section 1.1 of this Agreement, excepts that such minimum construction costs shall be reduced by construction cost savings, Owner will not be eligible to receive any Abatement under this Agreement. 2.1.1. Abatement Based on Affordable Housing Units in the Zone for the first five nears of the Abatement Term. Owner shall receive one hundred percent (100°/6) Abatement of the increase in value of the Premises over its value on January 1, 2002, for the first five years of the abatement term so long as Owner is in compliance with Section 2.2.1. 2.1.2. Abatement Based on Construction, Employee Commitment, Affordable Housing Units and Operation of the Required Improvements in the Zone for near six of the Abatement Term. Owner shall receive up to eighty percent (80%) Abatement of the increase in value of the Premises over its value an January 1, 2002, for year six of the abatement term so long as Owner is in compliance with Section 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6, 2.2.7, and 2.2.8. 2.1.3. Abatement Based on Construction, Employee Commitment Affordable Housina Units and Operation of the Required Improvements in the Zone for year seven of the Abatement Term. Owner shall receive up to sixty percent (60%) Abatement of the increase in value of the Premises over its value on January 1, 2002, for year seven of the abatement term so long as Owner is in compliance with Section 2.2.2, 2.2.3, 2.2.4, 2.2.5,2.2.6, 2.2.7;and 2.2.8. 2.1.4. Abatement Based on Construction, Employee Commitment, Affordable Housing Units and Operation of the Required Improvements in the Zone fpr year eight of the Abatement Term. Owner shall receive up to forty percent (40%) Abatement of the increase in value of the Premises over its value on January 1, 2002, for year eight of the 0o DD 5 � % T-A�` � jf U �?� n ��Ua L✓1, uI�� 1 a abatement term so long as Owner is in compliance with Section 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6, 2.2.7, and 2.2.8. 2.1.5. Abatement Based on Construction. Emnloyee Commitment, Affordable Housing Units and Operation of the Required Improvements in the Zone for -year nine of the Abatement Term. Owner shall receive up to twenty percent(20%) Abatement of the increase in value of the Premises over its value on January 1, 2002, for year nine of the abatement term so long as Owner is in compliance with Section 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6,2.2.7, and 2.2.8. 2.2. Compliance Determination 2.2.1 Abatement Based on Affordable Housing Units for years One through Five of the Abatement Term For Years one through five of the Abatement Term, Owner shall receive one hundred percent (100%) of the amount of the Abatement specified in Section 2.1.1 if Owner sets aside twenty percent (20%) of total units or fifty(50) units for families with income at or below 80% of Area Family Median Income (AMFI) adjusted annually by the Housing and Urban Development Department (HUD) and the rent for the fifty (50) units should not exceed thirty percent (30%) of the families' total monthly income. Such 50 units shall consist of the following categories: twenty (20) one-bedroom units, twenty five (25) two-bedroom units and five (5) three-bedroom units. In no event shall Owner unreasonably deny an 80%of AMFI tenant's application. In the event that the set aside units fall below the 20% set aside, Owner shall make its best effort to bring the 20% set aside back into compliance within the time specified in Section 4. Determination of compliance with the fifty (50)unit set aside for families with income at or below 80% of median income requirement shall be based on Owner's occupancy data on August 1 of year one through five during the Compliance Auditing Term, as defined in Section 2.6. The maximum percentage of Abatement available to Owner under this Section 2.2.1 is one hundred percent (100%). Owner shall not be eligible for any of the one hundred percent (100%) Abatement under this Section 2.2.1 unless Owner meets the minimum requirements set forth in the paragraph above. 2.2.2 Abatement Based on,Affordable Housing Units for years Six through Nine of the Abatement Teruo For years six through nine of this Agreement, Owner shall receive a .4% (four tenths of a percent) of the amount of the Abatement specified in Section 2.1 for each unit Owner sets aside for families with income at or below 80% of Area 6 Family Median Income (AMFI) adjusted annually by the Housing and Urban Development Department (HUD) and each unit's rent does not exceed thirty percent (30%) of the families' total monthly income. In no event shall the abatement percent amount established under this subsection exceed twenty percent (20%). Such units shall consist of the following categories: twenty (20) one-bedroom units, twenty five (25) two-bedroom units and five (5) three- bedroom units. In no event shall Owner unreasonably deny an 80% of AMFI tenant's application and in the event that the set aside units fall below the 20% set aside, Owner shall make its best effort to bring the 20% set aside back into compliance within the time specified in Section 4. Determination of compliance with the maximum fifty (50) unit set aside for families with income at or below 80% of median income requirement shall be based on Owner's occupancy data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.6. For example, if Owner only has twenty five(25) units set aside for families with income at or below 80% of the median income requirement, Owner shall receive one half of the Abatement available under this section or 10%. 2.2.3 Abatement based on Construction Expenses for Year Six through Nine of the Abatement Term For years six through nine of this Agreement, Owner shall receive a maximum of twenty percent (20%) of the amount of the Abatement specified in Section 2.1 if Owner spends at least twenty-five percent (25%) of the total construction costs of the Required Improvements (including, but not limited to, site development costs) with contractors that are Fort Worth Companies, "Fort Worth Companies"are defined in Exhibit G. Determination of compliance with the construction spending requirement of this section will be based on spending during the two years from the issuance of the first building permit as set forth in section 1.2. During year six through nine of this agreement, the maximum percentage of Abatement available to Owner under this Section 2.2.3 is twenty percent (20/0).If Owner is unable to meet the minimum requirements set forth above, Owner shall receive a pro rata share of the amount of the abatement available under this subsection. For example, if Owner spends 12.5% of the total construction costs of the Required Improvements with contractors that are Fort Worth Companies, Owner shall receive one half of the Abatement available under this section or 10%. 2.2.4 Abatement based on Area li' WBE Construction Expenses for Year Sig through Nine of the Abatement Term For years six through nine of the Abatement Term, Owner shall receive a maxiimium of ten percent (10%) of the amount of the Abatement specified in Section 2.1 if Owner spends at least thirty percent (30%) of the total construction costs of the Required Improvements (including, but not limited to site development costs) with area M/WEE certified contractor(defined in Exhibit G). Determination of compliance with the area MWBE construction spending requirement of this section will be based on spending during the two years from issuance of the first building permit as set forth in section 1.2. During year six through twine of this agreement, the maximum percentage of Abatement available to Owner under this Section 2.2.4 is ten percent(10%). If Owner is unable to meet the minimum requirements set forth above, Owner shall receive a pro rata share of the amount of the abatement available under this subsection. For example, if Owner spends 15% of the total construction costs of the Required Improvements with area MWBE contractors, Owner shall receive one half of the Abatement available under this section or 5%. 2.2.5 Abatement based on Fort Worth MWBE Construction Eznenses for Year Six through Nine of the Abatement Term For years six through nine of the Abatement Term, Owner shall receive a maximum of ten percent (10%) of the amount of the Abatement specified in Section 2.1 if Owner spends at least thirty percent (30%) of the thirty percent of the WWBE construction costs of the Required Improvements set forth in Section 2.2.4 with Fort Worth M/WBE certified contractors (defined in Exhibit G). In addition, the thirty percent (30%) spent with Fort Worth M/WBE certified contractors shall also count toward the Fort Worth Companies as described in Section 2.2.3. Determination of compliance with the Fort Worth M/WBE construction spending requirement of this section will be based on spending during the two years from issuance of the first building permit as set forth in section 1.2. During years six through nine of this agreement, the maximum percentage of Abatement available to Owner under this Section 2.2.5 is ten percent(10%). If Owner is unable to meet the minimum requirements set forth above, Owner shall receive a pro rata share of the amount of the abatement available under this subsection. For example, if Owner spends 4.5%of the total construction costs of the Required Improvements with Fort Worth MWBE contractors, Owner shall receive one half of the Abatement available under this section or 5%. 2.2.6 Abatement Based upon City and Central City Employment Commitments for Years Six through Nine of the Abatement Term For years six through nine of the Abatement Term, owner shall receive a six and sixty seven hundredths of a percent (6.67%) of the amount of the Abatement specified in Section 2.1 for each of the following if Owner (i) creates and maintains six (6) full time jobs on the Premises; (ii) three of six jobs created and maintained and filled by individuals residing within the City of Fort Worth; and (iii) of the three (3)jobs created and maintained for Fort Worth residents on the Premises, one (1) is filled by a Central City resident. Determination of compliance with the employment shall be based on Owner's employment on August 1 of year six through nine during the Compliance Auditing Term, as defined in Section 2.6. The maximum percentage of Abatement available to Owner under this Section 2.2.6 is twenty percent 8 (20%). If Owner is unable to meet the minimum requirements set forth above, Owner shall receive a pro rata share of the amount of the abatement available under this subsection. For example, if Owner only complies with section(i) in the above paragraph, then Owner shall only qualify for one third of the Abatement available under this section or 6.67%. 2.2.7 Multifamily Complex Inspection for Years Six through Nine of the Abatement Term Owner shall receive a maximum of ten percent (10%) of the amount of the Abatement specified in Section 2.1. if the Required Improvements are operated and maintained in compliance with City of Fort Worth ordinances relating to buildings and apartments and shall pass all inspection by the City of Fort Worth during year six through nine of the Abatement Term. The City shall provide Owner with the ordinances and inspection criteria upon executing this Agreement, however, Owner shall be responsible for obtaining all amendments and revisions to any ordinance and inspection criteria. Determination of compliance shall be determined by the City of Fort Worth Inspection team. The maximum percentage of Abatement available to Owner under this Section 2.2.7 is ten percent (10%) for Years six through nine of the Abatement Term. Owner shall not be eligible for any of the ten percent (10%) Abatement under this Section 2.2.4 unless Owner meets the minimum requirements set forth in the paragraph above. 2.2.8 Operation of Required Improvements for Years Six through Nine of the Abatement Term Owner shall receive a maximum of two and one half percent (2.5%) Abatement of the Amount specified in Section 2.1 in years six through nine of the abatement term upon satisfaction of each of the following conditions; (i) Owner operates the Required Improvements in compliance with the Tenant Selection Plan (ii) Owner operates the Required Improvements in compliance with the Management Plan, (iii) Owner landscapes the Required Improvements in compliance with the ordinances of the City of Fort Worth and the final site plan and maintains such landscaping; and (iv)Owner uses the Required Improvements continuously in accordance with the description of the Project set forth in Exhibit "D". Determination of compliance with the requirements of operation shall be based on Owner's data on August 1 of years six through nine of the Abatement Term during the Compliance Auditing Term, as defined in Section 2.6. the maximum percentage of Abatement available to Owner under this Section 2.2.8 is tern percent (10%). If Owner is unable to meet the minimum requirements set forth above, Owner shall receive a pro rata share of the amount of the abatement available under this subsection. For example, if Owner only 9 complies with section (i) and (ii) of the above paragraph, then Owner shall only qualify for one half of the Abatement available under this section or 5%. 2.3 Effect of Failure to Meet Certain Section 2.2 Commitments. Except where specifically identified as an Event of Default, the failure to meet any or all of the operational commitments on the Premises and as set forth in Section 2.2.1 shall result only in the cancellation of the 100% abatement available to owner for the year not in compliance and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. Except where specifically identified as an Event of Default, the failure to meet any or all of the operational commitments on the Premises as set forth in Section 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6, 2.2.7, and 2.2.8 shall result only in the reduction of the specific abatement available to owner for the specific subsection in which the requirements set forth in such subsection which have not been met for the specific year and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.4. 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 Premises over its value on January 1, 2002, including the Required Improvements, up to a maximum of $35,000,000. In other words, by way of example only, if the increase in value of the Premises over its value on January 1, 2002, including the Required Improvements, in a given year is $40,000,000, Owner's Abatement for that tax year shall be capped and calculated as if the increase in value of the Premises for that year had only been$35,000,000. 2.5. Protests Over Aporaisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.6 Terms. January i 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 be abated during the first year of the Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin on January i of the year following the year that the Compliance Auditing Term begins (the "Abatement ]Beginning Date"). Except as 10 provided in Section 2.4 or unless sooner terminated as herein provided, the Term and the Compliance Auditing Term shall end on the December 31 st immediately preceding their respective tenth(10th)anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. 2.7. Abatement Application Fee. The City acknowledges receipt from Owner of the required Abatement application fee of one half of one percent (.S%) of Project's estimated cost, not to exceed $1,000. If Owner diligently begins or causes to begin construction of the Required Improvements on the Premises within one (1) year from the date of the Application, this application fee shall be credited or refunded in full to Owner upon issuance of the first Certificate of Occupancy. 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, 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 February 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 following: 11 3.3.1. The number and dollar amounts of all construction contracts and subcontracts awarded on the Project, specifying the number and dollar amounts spent with contractors that are Fort Worth Companies, WWBE certified contractors and NV"E certified contractors that are Fort Worth Companies; and 3.3.2. The total number of Owner's employees who worked on the Premises in Full-time Jobs; the number of such employees who resided within the corporate limits of the City and the number of such employees who resided in Central City areas, all as of August 1 of the preceding calendar year, together with reasonable documentation regarding the residency of such employees; and 3.3.3. The number of units occupied by families with income at or below 80% of (AMFI) and the rents for those units. 3.3.4. Inspection Reports by the City of Fort Worth 3.3.5. Maintenance of Landscaping 3.16. Owner shall supply any additional information reasonably 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 within the control of Owner required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. 3.4, Determination„of Coffipliance. 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 Notwithstanding the foregoing, at such time as the City makes a decision and ruling as to whether Owner is entitled to the percentage of Abatement available pursuant to Section 2.1.2, Owner shall be entitled to the benefits of such Abatement throughout the remainder of the Term without the necessity of providing any additional information and documentation or obtaining any additional decision or ruling from the City and without regard to any decision or ruling by the City with respect to the Abatement components referred to in Sections 2.1.1 and 2.1.2. 4. EVENTS OF DEFAULT. 12 4.1. Defined. Unless otherwise specified herein, Owner shall be in default of this Agreement if (i) fails to construct the Required Improvements as defined in Section 1.1 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(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 ease (i) atter 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 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 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 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 13 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. S. EFFECT OF SALE OF PREMISES. Except for an assignment to WP South Acquisitions, L.L.C., W.P. South Acquisitions L.L.C.'s affiliates or their first mortgagee which City Council hereby agrees to,the Abatement granted hereunder shall vest only in Owner and cannot be assigned to a new owner of all or any portion of the Premises and/or Required Improvements without the prior written consent of the City Council, which consent shall not be unreasonably withheld 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 purchaser agrees in writing to assume all terms and conditions of Owner under this Agreement. Owner may not otherwise assign, lease or convey any of its rights 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. For the purposes of this Section, "affiliate" shall mean(i) any entity in which at least 25%of the ownership consists of individuals, partnerships, trusts (or their individual partners or beneficiaries) or other entities included whether by legal title or beneficially, in the present ownership of Owner or W.P. South Acquisitions L.L.0 or (ii) any entity which has at least a fifty-one percent (51%) ownership interest in Owner or any entity in which Owner has at least a fifty-one percent (51%)ownership interest. Upon assignment to WP South Acquisitions, L.L.C., W.P. South Acquisitions L.L.C's affiliates as defined above or its first mortgagee. J. Kline L.L.C. shall have no further obligations or duties under this agreement. In addition, upon assignment to any other entity with the written consent of City Council, J. Kline L.L.C. shall have no further duty or obligation under this agreement. } 1s � ' �ti� Y'sY 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 J. Kline L.L.C. Attn: City Manager Attn: Joe Kline 1000 Throckmorton 1305 W. Magnolia Ave. Suite E Fort Worth,TX 76102 Fort Worth, TX 76104 and and Housing Department WP South Acquisitions, LLC Attn: Jerome Walker Attn: Patrick Trask 1000 Throckmorton 5100 Westheimer, Suite 132 Fort Worth, TX 76102 Houston,TX 77056 and WP South Acquisitions, LLC Attn: Jerry Durkin 1110 Northchase Parkway, Suite 150 Marietta, GA 30067 7. MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rightsof 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 "D", the body of this Agreement shall control. As of July 15, 2002, the City is unaware of any conflicts between this Agreement and the City's zoning ordinance or other ordinances or regulations. 15 of any conflicts between this Agreement and the City's zoning ordinance or other ordinances or regulations. 7.4. Future Apolication. A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. CI-13� 11 on July 23, 2002, 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. Recordation. A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas. 16 7.10. 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. 7.11. 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. 7.12. 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. EXECUTED this l day of , 2002, by the City of Fort Worth, Texas. EXECUTED this/Z!�day of ,�„ ' 2002, by J. Kline L.L.C. CITY OF FORT WORTH: J.K1,11%L.L.C.: B � Reid Rector Joe Kline Assistant City Manager Manager ATTEST: ATTEST: By: jo , 11t t 4�61By: City Secr tary Contract Authorization 3/U% 17 Date APPROVED O FORM AND LEGALITY: By: Cynthia Co6cia. Assistant City Attorney M&C: STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Reid Rector, 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. ER MY HAND AND SEAL OF OFFICE this day of 2002. Notary Public in and for �r L01S 0. THREAT T� ; the State of Texas * Notary pubvC N STATE OF TE !; Notary's Printed � �' "�My conn.Exp. -1 Name :• 10; ' Jig NON is NN SRS?N R?"y STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Joe Kline, Manager of J. Kline, L.L.C., a Texas limited liability company, 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 J. Kline L.L.C. GIVEN UNDE t MY HAND AND SEAL OF OFFICE this Z 7 day of �� , 2002. Notary Public in and for ��►ny LOIS 0. THREATT the State of Texas * �j�„ ¢ Notary public -T j� STATE OF TEXAS Z-015 ®. / ��_ 7 �r�(OFF MY Comm.Exp. 10/06/05 Notary's Printed Name 19 Exhibit A: NEZ Incentives Exhibit B: Property Description Exhibit C: Application: (NEZ) Incentives and Tax Abatement Exhibit D: Project description including kind, number and location of the proposed improvements. Exhibit E. Management Plan Exhibit F: Tenant Selection Plan Exhibit G: Area WWBE certified contractors Exhibit H Final Site Plan 20 Exhibit"A" CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE (NEZ) BASIC INCENTIVES Adopted by the Fort Worth City Council on July 31, 2001 (M&C G-13208 R) Amended by the Fort Worth City Council on April 2, 2002 (M&C G-13580) I. GENERAL PURPOSE AND OBJECTIVES Chapter 378 of the Texas Local Government Code allows a municipality to create a Neighborhood Empowerment Zone (NEZ) when a "...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." The City, by adopting the following incentives, will promote affordable housing and economic development in the NEZ. NEZ incentives will not be granted after the NEZ expires as defined in the resolution designating the NEZ. For each NEZ, the City Council may approve additional terms and incentives as permitted by Chapter 378 of the Texas Local Government Code or by City Council resolution. However, any tax abatement awarded before the expiration of a NEZ shall carry its full term according to its tax abatement agreement approved by the City Council. As mandated by state law, the property tax abatement under this policy applies to the owners of real property. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. II. DEFINITIONS "Abatement"means the full or partial exemption from City of Fort Worth ad valorem taxes on eligible properties for a period of up to 10 years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements. Eligible properties must be located in the NEZ. "Base Value"is the value of the property, excluding land, as determined by the Tarrant County Appraisal District, during the year rehabilitation occurs. "Building Standards Commission" is the commission created under Sec. 7-77, Article W. Minimum Building Standards Code of the Fort Worth City Code. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital Investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). ]AA NCNB Proposed Amendments July 23, 2002 1 Exhibit"A" "City of Fort Worth Tax Abatement Policy Statement"means the policy adopted by City Council on February 29, 2000. "Commercial/Industrial Development Project" is a development project which proposes to construct or rehabilitate commercial/industrial facilities on property that is (or meets the requirements to be) zoned commercial, industrial or mixed use as defined by the City of Fort Worth Zoning Ordinance. "Community Facility Development Project"is a development project which proposes to construct or rehabilitate community facilities on property that allows such use as defined by the City of Fort Worth Zoning Ordinance. "Eligible Rehabilitation" includes only physical improvements to real property. Eligible Rehabilitation does NOT include personal property (such as furniture., appliances, equipment, and/or supplies). "Gross Floor Area"is measured by taking the outside dimensions of the building at each floor level, except that portion of the basement used only for utilities or storage, and any areas within the building used for off-street parking. "Minimum Building Standards Code"is Article IV of the Fort Worth City Code adopted pursuant to Texas Local Government Code, Chapters 54 and 214. "Minority Business Enterprise (MBE)"and "Women Business Enterprise (WBE)"is a minority or woman owned business that has received certification as either a certified MBE or certified WBE by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDot), Highway Division. "Mixed-Use Development Project" is a development project which proposes to construct or rehabilitate mixed-use facilities in which residential uses constitute 20 percent or more of the total gross floor area, and office, eating and entertainment, and/or retail sales and service uses constitute 10 percent or more of the total gross floor area and is on property that is (or meets the requirements to be) zoned mixed-use as described by the City of Fort Worth Zoning Ordinance. "Multi-family Development Project" is a development project which proposes to construct or rehabilitate multi-family residential living units on property that is (or meets the requirements to be) zoned multi-family or mixed use as defined by the City of Fort Worth Zoning Ordinance. "Reinvestment Zone"is an area designated as such by the City of Fort Worth in accordance with the Property Redevelopment and Tax Abatement Act codified in Chapter 312 of the Texas Tax Code, or an area designated as an enterprise zone pursuant to the Texas Enterprise Zone Act, codified in Chapter 2303 of the Texas Government Code. 111. MUNICIPAL PROPERTY TAX ABATEMENTS A. RESIDENTIAL PROPERTIES LOCATED IN A NEZ: FULL ABATEMENT FOR 5 YEARS Proposed Amendments July 23, 2002 2 Exhibit"A" 1. For residential property purchased before NEZ designation, a homeowner shall be eligible to apply for a tax abatement by meeting the following: a. Property is owner-occupied and the primary residence of the homeowner prior to the final NEZ designation. Homeowner shall provide proof of ownership by a warranty deed, affidavit of heirship, or a probated will, and shall show proof of primary residence by homestead exemption; and b. Homeowner must perform Eligible Rehabilitation on the property after NEZ designation equal to or in excess of 30% of the Base Value of the property; and c. Property is not in a tax-delinquent status when the abatement application is submitted. 2. For residential property purchased after NEZ designation, a homeowner shall be eligible to apply for a tax abatement by meeting the following: a. Property is newly constructed or rehabilitated after the date of final NEZ designation; and b. Property is owner:occupied and is the primary residence of the homeowner. Homeowner shall provide proof of ownership by a warranty deed, affidavit of heirship, or a probated will, and shall show proof of primary residence by homestead exemption; and c. For rehabilitated property, Eligible Rehabilitation costs on the property shall be equal to or in excess of 30% of the Base Value of the property. The seller or owner shall provide the City information to support rehabilitation costs; and d. Property is not in a tax-delinquent status when the abatement application is submitted; and e. Property is in conformance with the City of Fort Worth Zoning Ordinance. 3. For investor owned single family property, an investor shall.be eligible to apply for a tax abatement by meeting the following: a. Property is newly constructed or rehabilitated by the investor after NEZ designation; and b. For rehabilitated property, Eligible Rehabilitation costs on the property shall be equal to or in excess of 30% of the Base Value of the property; and c. Property is not in a tax-delinquent status when the abatement application is submitted; and d. Property is in conformance with the City of Fort Worth Zoning Ordinance. B. MULTI-FAMILY DEVELOPMENT PROJECTS LOCATED IN A NEZ 1. Full Abatement for 5 years. In order to be eligible for a property tax abatement, upon completion, a newly constructed or rehabilitated multi-family development project in a NEZ must satisfy the following: At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for persons at or below 80% of the median income as defined by t la1� — - --- Proposed Amendments July 23, 2002 3 '� A ! RP,� I'pp��,� p upJ��:(q� UC!I!II�9 YEX. Exhibit"A" Department of Housing and Urban Development. City Council may waive or reduce the 20%.affordability requirement on a case-by-case basis; and (a) For a multi-family development project constructed after NEZ designation, the project must provide at least five (5) residential living units OR have a minimum Capital Investment of $200,000; or (b) For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of $200,000. 2. 1%-100% Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. Abatements for multi-family development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. Years 1 through 5.of the Tax Abatement Agreement Multi-family projects shall be eligible for 100% abatement of City ad valorem taxes for years one through five of the Tax Abatement Agreement upon the satisfaction of the following: At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for persons at or below 80% of the median income as defined by the U.S. Department of Housing and Urban Development. City Council may waive or reduce the 20% affordability requirement on a case-by-case basis; and a. For a multi-family development project constructed after NEZ designation, the project must provide at least five (5) residential living units OR have a minimum Capital Investment of $200,000; or b. For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of $200,000. Years 6 through 10 of.the Tax Abatement Agreement Multi-family projects shall be eligible for a 1-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. 'At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Proposed Amendments July 23, 2002 4 Exhibit"A" Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for persons at or below 80% of the median income as defined by the U.S. Department of Housing and Urban Development. City Council may waive or reduce the 20% affordability requirement on a case-by-case basis; and 1. For a multi-family development project constructed after NEZ designation,the project must provide at least five (5) residential living units OR have a minimum Capital Investment of $200,000; or 2. For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of$200,000. b. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. property inspection; 4. commit to hire an agreed upon percentage of Fort Worth residents 5. commit to hire an agreed upon percentage of Central City residents 6. landscaping; 7. tenant selection plans; and 8. management plans. C. COMMERCIAL, INDUSTRIAL AND COMMUNITY FACILITIES DEVELOPMENT PROJECTS LOCATED IN A NEZ 1. Full Abatement for 5 years. In order to be eligible for a property tax abatement, a newly constructed or rehabilitated commercial/industrial and community facilities development project in a NEZ must satisfy the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or$75,000, whichever is greater. 2. 1%-100%Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. COY` T Proposed Amendments July 23, 2002 5 Exhibit "A" Abatements agreements for a Commercial, Industrial and Community Facilities Development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Economic and Community Development Department for such abatement. Years 1 through 5 of the Tax Abatement Agreement Commercial, Industrial and Community Facilities Development projects shall be eligible for 100% abatement of City ad valorem taxes for the first five years of the Tax Abatement Agreement upon the satisfaction of the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $75,000, whichever is greater. Years 6 through 10 of the Tax Abatement Agreement Commercial, Industrial and Community Facilities Development projects shall be eligible for 1%-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000 and must meet the requirements of subsection (c) below ; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $75,000, whichever is greater and meet the requirements of subsection (c) below. c. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. commit to hire an agreed upon percentage of Fort Worth residents; 4. commit to hire an agreed upon percentage of Central City residents; and 5. landscaping. C. MIXED-USE DEVELOPMENT PROJECTS LOCATED IN A NEZ 1. Full Abatement for 5 years. In order to be eligible for a property tax abatement, upon completion, a newly constructed or rehabilitated mixed-use development project in a NEZ must satisfy the following: � 'l G � Proposed Amendments 7uly 23, 2002 6 1'� �,:�, U'U 't � Exhibit"A" a. Residential uses in the project constitute 20 percent or more of the total Gross Floor Area of the project; and b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; and (1) A mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of $200,000; or (2) For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $200,000, whichever is greater. 2. 1%-100%Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. Abatements agreements for a Mixed Use Development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Economic and Community Development Department for such abatement. Years 1 through 5 of the Tax Abatement Agreement Mixed Use Development projects shall be eligible for 100% abatement of City ad valorem taxes for the first five years of the Tax Abatement Agreement upon the satisfaction of the following: a. Residential uses in .the project constitute 20 percent or more of the total Gross Floor Area of the project; and b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; and c. A new mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of $200,000; or for a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $200,000, whichever is greater. Years 6 through 10 of the Tax Abatement Agreement Mixed Use Development projects shall be eligible for 1-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. Residential uses in the project constitute 20 percent or more of the total Gross Floor.Area of the project; and Proposed Amendments July 23, 2002 7 Exhibit"A" b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; c. A new mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of $200,000; or for a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $200,000, whichever is greater; and d. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. property inspection; 4. commit to hire an agreed upon percentage of Fort Worth residents 5. commit to hire an agreed upon percentage of Central City residents 6. landscaping; . 7. tenant selection plans; and 8. management plans. E. ABATEMENT GUIDELINES 1. If a NEZ is located in a Tax Increment Financing District, City Council will determine on a case-by-case basis if the tax abatement incentives in Section III will be offered to eligible projects. Eligible projects must meet all eligibility requirements specified in Section III. 2. In order to be eligible to apply for a tax abatement, the property owner/developer must: a. Not be delinquent in paying property taxes for any property owned by the owner/developer ; and b. Not have any City of Fort Worth liens filed against any property owned by the applicant property owner/developer. "Liens" include, but are not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. 3. Properties under a contract for deed are not eligible for tax abatement. 4. Once a NEZ property owner of a residential property (including multi-family) in the NEZ satisfies the criteria set forth in Sections III.A, E.1. and E.2. and applies for an abatement, a property owner must enter into a tax abatement agreement with the City of Fort Worth. The tax abatement agreement shall automatically terminate if the property subject to the tax abatement agreement is in violation of the City of Fort Worth's Minimum Building Standards Code and the owner is convicted of such violation. Proposed Amendments July 23, 2002 8 Exhibit"A" 5. A tax abatement granted under the criteria set forth in Section III. can only be granted once for a property in a NEZ for a maximum term of as specified in the agreement. If a property on which tax is being abated is sold, the City will assign the tax abatement agreement for the remaining term once the new owner submits an application. 6. A property owner/developer of a multifamily development, commercial, industrial, community facilities and mixed-use development project in the NEZ who desires a tax abatement under Sections 111.6, C or D must: a. Satisfy the criteria set forth in Sections 111.6, C or D, as applicable, and Sections III.E.1 E.2; and E3. and b. File an application with the Housing Department or the Economic and Community Development Department, as applicable; and c. The property owner must enter into a tax abatement agreement with the City of Fort Worth. In addition to the other terms of agreement, the tax abatement agreement shall provide that the agreement shall automatically terminate if the owner receives one conviction of a violation of the City of Fort Worth's Minimum Building Standards Code regarding the property subject to the abatement agreement during the term of the tax abatement agreement; and d. If a property in the NEZ on which tax is being abated is sold, the new owner may enter into a tax abatement agreement on the property for the remaining term. F. APPLICATION FEE 1. The application fee for residential tax abatements governed under Section IIIA is $25. 2. The application fee for multi-family, commercial, industrial, community facilities and mixed-use development projects governed under Sections III.B, CA and D.1, is one- half of one percent (0.5%) of the proposed project's Capital Investment, not to exceed $1,000. The application fee will be refunded upon issuance of certificate of final occupancy and once the property owner enters into a tax abatement agreement with the City. Otherwise, the Application Fee shall not be credited or refunded to any party for any reason. IV. FEE WAIVERS A. ELIGIBLE RECIPIENTS/PROPERTIES 1. In order to be eligible to apply for fee waivers, the property owner/developer must a. Not be delinquent in paying property taxes for any property owned by the owner/developer or applicant; and b. Not have any City liens filed against any property owned by the applicant property owner/developer, including but not limited to, weed liens, demolition liens, board- up/open structure liens and paving liens. 2. Properties under a contract for deed are not eligible for development fee waivers. Proposed Amendments July 23, 2002 9U�?� Exhibit"A" 3. In order for Development Fees and/or Impact Fees to be waived for new construction or rehabilitation projects located in the NEZ, a property owner must submit an application to the City. Approval of the application and waiver of the fees shall not be deemed to be approval of any aspect of the project. Before construction, the applicant must ensure that the project is located in the correct zoning district. B. DEVELOPMENT FEES Once the Application for NEZ Incentives has been approved by the City, the following fees for services performed by the City of Fort Worth for projects in the NEZ are waived for new construction projects or rehabilitation projects that expend at least 30% of the Base Value of the property on Eligible Rehabilitation costs: 1. All building permit related fees (including Plans Review and Inspections) 2. Plat application fee (including concept plan, preliminary plat, final plat, short form replat) 3. Board of Adjustment application fee 4. Demolition fee 5. Structure moving fee 6. Community Facilities Agreement (CFA) application fee 7. Zoning application fee 8. Street and utility easement vacation application fee Other development related fees not specified above will be considered for approval by City Council on a case-by-case basis. C. IMPACT FEE 1. Single family and multi-family residential development projects in the NEZ. Automatic 100% waiver of water and wastewater impact fees will be applied. 2. Commercial, industrial, mixed-use, or community facility development projects in the NEZ. a. Automatic 100% waiver of water and wastewater impact fees up to $55,000 or equivalent to two 6-inch meters for each commercial, industrial, mixed-use or community facility development project. b. If the project requests an impact fee waiver exceeding $55,000 or requesting a waiver for larger and/or more than two 6-inch meter, then City Council approval is required. Applicant may request the additional amount of impact fee waiver through the Housing Department. V. RELEASE OF CITY LIENS The following City liens may be released for eligible properties or projects in a NEZ: Proposed Amendments July 23, 2002 10 Exhibit"A" A. WEED LIENS The following are eligible to apply for release of weed liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial, industrial, mixed-use, or community facility properties. 4. Developers constructing new multi-family, commercial, industrial, mixed-use or community facility development projects. B. DEMOLITION LIENS Builders or developers developing or rehabilitating a property are eligible to apply for release of demolition liens for up to $30,000. Release of demolition liens in excess of $30,000 is subject to City Council approval. C. BOARD-UP/OPEN STRUCTURE LIENS The following are eligible to apply for release of board-up/open structure liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new single family homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial, industrial, mixed-use, or community facility properties. 4. Developers constructing multi-family, commercial, industrial, mixed-use, or community facility projects. D. PAVING LIENS The following are eligible to apply for release of paving liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial; industrial, mixed-use, or community facility properties. 4. Developers constructing multi-family, commercial, industrial, mixed-use, or community facility projects. E. ELIGIBLE RECIPIENTS/PROPERTIES 1. In order to be eligible to apply for release of City liens, the property owner/developer: a. must not be delinquent in paying property taxes for any property owned by the owner/developer b. must not have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five (5) years; and c. must not have any City of Fort Worth liens filed against any other property owned by the applicant property owner/developer. "Liens" includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. 2. Properties under a contract for deed are not eligible for release of City liens. Proposed Amendments July 23, 2002 11 Exhibit"A" VI. PROCEDURAL STEPS A. APPLICATION SUBMISSION 1. The applicant for NEZ incentives under Sections IIIA, B, C. D., IV, and V must complete and submit a City of Fort Worth "Application for NEZ Incentives" and pay the appropriate application fee to the Housing Department or the Economic Development Office, as applicable. 2. The applicant for incentives under Sections III.C.2 and D.2 must also complete and submit a City of Fort Worth "Application for Tax Abatement" and pay the appropriate application fee to the Economic Development Office. The application fee, review, evaluation and approval will be governed by City of Fort Worth Tax Abatement Policy Statement for Qualifying Development Projects. B. CERTIFICATIONS FOR APPLICATIONS UNDER SECTIONS III.A, B, C.1, D.1, IV, AND V 1. The Housing Department will review the application for accuracy and completeness. Once complete, Housing Department will certify eligibility of the application based on the criteria set forth in Section 111. A, B, C.1, D.1, IV, and V of this policy, as applicable. Once an application is certified, the Housing Department will inform appropriate departments administering the incentives about the certified application. An orientation meeting with City departments and the applicant may be scheduled. The departments include: a. Housing Department: property tax abatement for residential properties and multi- family development projects, release of City liens. b. Economic Development Office: property tax abatement for commercial, industrial, community facilities or mixed-use development projects. c. Development Department: development fee waivers. d. Water Department: impact fee waivers. e. Other appropriate departments, if applicable. 2. Once Development Department, Water Department, Economic Development Office, and/or other appropriate department receive a certified application from the Housing Department, each departmentloff ice shall fill out a "Verification of NEZ Incentives for Certified NEZ Incentives Application" and return it to the Housing Department for record keeping and tracking. C. APPLICATION REVIEW AND EVALUATION FOR APPLICATIONS 1. Property Tax Abatement for Residential Properties and. Multi-family Development Projects a. For a completed and certified application for no more than five years of tax abatement, with Council approval, the City Manager shall execute a tax abatement agreement with the applicant. Proposed Ainendinents July 23, 2002 12 Exhibit"A" b. For a completed and certified multi-family development project application for more than five years of tax abatement: (1) The Housing Department will evaluate a completed and certified application based on: (a) The project's increase in the value of the tax base. (b) Costs to the City (such as infrastructure participation, etc.). (c) Percent of construction contracts committed to: (i) Fort Worth based firms, and (ii) Minority and Women Owned Business Enterprises (M/WBEs). (d) Other items which may be negotiated by the City and the applicant. (2) Consideration by Council Committee. Based upon the outcome of the evaluation, Housing Department may present the application to the City Council's Economic Development Committee. Should the Housing Department present the application to the Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (a) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (b) Request modifications to the application. Housing Department staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (c) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council to: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. (3) Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. c. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. 2. Property Tax Abatement for Commercial, Industrial, Community Facilities, and Mixed-Use Development Projects a. For a completed and certified application for no more than five years of tax abatement, with Council approval, the City Manager shall execute a tax abatement agreement with the applicant. Proposed Amendments July 23, 2002 13 Exhibit "A" b. For a completed and certified application for more than five years of tax abatement: (1) The Economic Development Office will evaluate a completed and certified application based on: (a) The project's increase in the value of the tax base. (b) Costs to the City (such as infrastructure participation, etc.). (c) Percent of construction contracts committed to: (i) Fort Worth based firms, and (ii) Minority and Women owned Business Enterprises (M/WBEs). (d) Other items which may be negotiated by the City and the applicant. (2) Consideration by Council Committee Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Economic Development Committee. Should the Economic Development Office present the application to the Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (a) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (b) Request modifications to the application. Economic Development Office staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (c) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council to: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the.City Council. (3) Consideration by the City Council The City Council retains sole_ authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. c. Effective Date for Approved Agreements All tax abatements `approved by the City Council will become effective on .January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. 3. Development Fee Waivers a. For certified applications of development fee waivers that do not require Council approval, the Development Department will review the certified applicant's application and grant appropriate incentives. Proposed Amendments July 23, 2002 14 Exhibit"A" b. 'For certified applications of development fee waivers- that require Council approval, City staff will review the certified applicant's application and make appropriate recommendations to the City Council. 4. Impact Fee Waiver a. For certified applications of impact fee waivers that do not require Council approval, the Water Department will review the certified applicant's application and grant appropriate incentives. b. For certified applications of impact fee waivers that require Council approval, the Water Department will review the certified applicant's application and make appropriate recommendations to the City Council. 5. Release of City Liens For certified applications of release of City liens, the Housing Department will release the appropriate liens. VII. OTHER RULES PERTAINING TO PROPERTY TAX ABATEMENT A. RECAPTURE If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be"limited to the year(s) in which the default occurred or continued. B. INSPECTION AND FINANCIAL VERIFICATION FOR MULTI-FAMILY, COMMERCIAL/ INDUSTRIAL, COMMUNITY FACILITIES AND MIXED-USE DEVELOPMENT PROJECTS The terms of the agreement shall include the City of Fort Worth's right to: (1) review and verify the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, (2) conduct an on site inspection of the project in each year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. C. EVALUATION FOR MULTI-FAMILY, COMMERCIAL/ INDUSTRIAL, COMMUNITY FACILITIES AND MIXED-USE DEVELOPMENT PROJECTS Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to the City Council. On or before February 1st of every year during the life of the agreement, any individual or entity receiving a tax abatement from the City of Fort Worth shall provide information and documentation which details the property owner's compliance with the terms of the respective agreement and shall certify that the owner is in compliance with each applicable term of the agreement. Failure to report this information and to provide the required certification by the above H 1164 0`11,pi Do Proposed Amendments July 23, 2002 15 H N Exhibit"A" deadline shall result in cancellation of agreement and any taxes abated in the prior year being due and payable. D. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY If a property in the NEZ on which tax is being abated is sold, the new owner may enter into a tax abatement agreement on the property for the remaining term. Any sale, assignment or lease of the property which is not permitted in the tax abatement agreement results in cancellation of the agreement and recapture of any taxes abated after the date on which an unspecified assignment occurred. VIII. OTHER INCENTIVES A. Plan reviews of proposed development projects in the NEZ will be expedited by the Development Department. B. The City Council may add the following incentives to a NEZ in the Resolution adopting the NEZ: 1. Municipal sales tax refund 2. Homebuyers assistance 3. Gap financing 4. Land assembly 5. Conveyance of tax foreclosure properties 6. Infrastructure improvements 7. Support for Low Income Housing Tax Credit (LIHTC) applications 8. Land use incentives and zoning/building code exemptions, e.g., mixed-use, density bonus, parking exemption 9. Tax Increment Financing (TIF) , 10. Public Improvement District (PID) 11. Tax-exempt bond financing 12. New Model Blocks 13. Loan guarantees 14.Equity investments 15. Other incentives that will effectuate the intent and purposes of NEZ. Proposed Amendments July 23, 2002 16 EXIM13IT `B" Legal Description Sections 1,2 and 3 and the North portion of Section 4, RIDGLEA APARTNIEN'TS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Volume 388-D, Page 53, Deed Records of Tarrant County, Texas; being more fully described below. Section 4 North of Milburn Street BEGINNING at the northwest comer of that certain portion of sold Section 4 conveyed to the City of Fort Worth for an extension of Milburn Street by deed in Volume 5212, Page 962, of the Tarrant County Deed Records sold point being in the most westerly west line of sold Section 4 and the east line of Winthrop Avenue (50 foot wide right-of-way), from which point a '/z" Iron rod found in place bears North 9 degrees East, 0.39 foot and said point of beginning being 173.49 feet South from the most.westerly northwest corner of said Section"4 and the most westerly southwest corner of Section 2 in said Ridglea Apartments: THENCE with common lines between said Sections 4 and 2,the following courses and distances: East, 185.0 feet: North, 15.0 feet: East 15.0 feet: North 189.93 feet to a 5/8"iron rod found in place for comer: and, East 50.0 feet to the common east comer of said Sections 4 and 2 in the west line Of Bryant-Irvin Road(formerly Guilford Road-60 foot wide right-of-way): THENCE South with the east line of said Section 4 and sold west line of Bryant-Irvin Road, 3,49.21 feet to the northeast comer of said City of Fort Worth tract for Milburn Street, from which point a %Z" iron rod found in place for the southeast comer of said tract for Milburn Street bears - South 0 degrees, 13 minutes East,49.42 feet: THENCE westerly with the north line of said City tract for Milburn Street, the following courses and distances: North 88 degrees, 21.minutes West, 115.93 feet to the beginning of a curve whose` center bears North 1 degree, 39 minutes East, 575.0 feet; westerly with said curve, a distance of 44.49 feet to the end of said curve: and North 83 degrees, 55 minutes West, 90.25 feet to the PLACE OF BEGINNING. t, TORT WORTH EXHIBIT C Agenda Item# 7 s Application No. S.S—C— 0023 CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE (NEZ) PROGRAM PROJECT CERTIFICATION APPLICATION FORM C FOR DEVELOPMENT PROJECTS I. APPLICATION CHECK LIST Please submit the following documentation ❑ A completed application form ❑, A list of all properties owned by the applicant in Fort Worth ❑ Application fee— cashier's check or money order (For tax abatement applications only. For multifamily, commercial, industrial, commercial facilities, and mixed-use tax abatement applications: 0.5% of the total Capital Investment of the project, not to exceed $1,000.00;For single family tax abatement applications: $25 per house) ❑ Proof of ownership, such as a warranty deed, affidavit of heirship, or a probated will OR evidence of site control, such as option to buy ❑ Title abstract of the property(optional) For Rehabilitation Projects Only ❑ A completed set of Rehabilitation (Remodel) Plan and a list of eligible rehabilitation costs*. (for applications of tax abatements. and development fee waivers for rehab projects only) * Eligible rehabilitation includes only physical improvements to real property. It does NOT include personal property such as furniture,appliances, equipment, and/or supplies. 't=otal eligible rehabilitation costs shall equal to or exceed 30% of the Tarrant Appraisal District (TAD) appraised value of the structure during the year rehabilitation occurs. YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR PROPERTY. 11. APPLICANT/AGENT INFORMATION 1. Applicant: J.Kline,L.L.C. 2. . Contact Person: Joe Kline 3. Address: 1305 W. Magnolia, Fort Worth TX 76104 Street City State Zip 4. Phone no.: 817-207-8080 5. Fax No.: 817-207-8081 6. Email: 7. Agent(if any) WP South Acquisitions, Inc. contact: Patrick.Trask 8. Address: 5100 Westheimer, Ste. 125 Houston TX 77056 Street City State Zip 9. Phone no.: 713-439-7900 10. Fax No.: 713-439-79019v 11. Email: pgt@woodpartners.com � ,", �� ; �7. If you, need further information or clarification, please contact Chun-I Lu at (817) 871-7381 or Rea_Curd at(817)-871-8036. FORT NORTH Agenda Item# 7 III. PROJECT ELIGIBILITY 1. Please list down the addresses and legal descriptions of the project and other properties your organization owns in Fort Worth. Attach metes and bounds description if no address or legal description is available. Attach an exhibit showing the location of the project. Table I Property Ownership Address Zip Legal Description Code Subdivision Lot No. Block No. (Project Location) Sections 1, 2, 3 &North portion of 76116 Ridglea Apts. Section 4, Ridglea Apartments, an Addition of Fort Worth, Volume 388-D Page 53 (Please attach additional sheets of paper as needed.) 2. For each properties listed in Table 1,please check the boxes below to indicate if: • there are taxes due; or • there are City liens; or • you have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five years. Table 2 Property Taxes and Ci Liens Address Property City Liens on Property Taxes Weed Board-up/Open Demolition Paving Order of Due Liens Stucture Liens Liens Liens Demolition ❑ ❑ ❑ ❑ ❑ ❑ a ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ El ❑ ❑ ❑ ❑ ❑ R ❑ ❑ ❑ ❑ ❑ ❑ (PIease attach additional sheets of paper as needed.) 3. Do you own other properties under other names? Yes ❑ No If Yes,please specify Homestead 6720 Brants Lane,Fort Worth, TX 76116 4. Does the proposed project conform with City of Fort Worth Zoning? Yes ❑No If no, what steps are being taken to insure compliance? _ 5. Project Type: El ® El ❑ El ��'! 'u� r'0 Single Multi- Commercial Industrial Community ed �'�V 11R� Family Family Facilities 2 FORT ORTH Agenda Item# 7 1 6. Is this a new construction or rehab project? ®New Construction ❑Rehab 7. Will the rehabilitation work* equal to at least 30% of the Tarrant Appraisal District (TAD) assessed value of the structure during the year rehabilitation occurred? ❑Yes ❑No *Only physical improvements to real property is eligible. DO NOT include personal property such as furniture, appliances, equipment, and/or supplies. 8. For a single family homeownership,mixed-use, or multi-family development uroi ect,please fill out the number of residential units based on income range of owners or renters in the following table. Table 3 Number of Resideatia[ Upits and Income Rawe of Owners or Renters > 80�a efAMFI** 202 80% At or below 80%of AMFI _ - S 0 , 20% **AMFE Area Median Family Income..Please see attachment for income and housing paymew guidelines. 9. For a multifamily project to be qualified for tag abatement, at least 20%° of total units shall be affordable to families at or below 80% of AAM. Check the box if you are requesting a waiver of this requirement. ❑ 10. For a commercial,industrial or community facilities project, indicate square footage of - non-residential space. Commercial Industrial Community Facilities square feet square feet square feet PLEASE ANSWER QUESTIONS NO.10 TO NO. 12 ONLY IF YOU ARE APPLYING FOR A TAX ABATEMENT. 11. How much will be your Capital Investment*** on the project? Please use the following ' - table to provide the details and amount of your Capital Investment. Table 4 Ca ltal Iayrstment of the Project _ TotalCa ita1 Investment $16,306144 ***Capital Investment includes only real property improvements such as new facilities aiid structures, site improvements, facility expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing improvements, or personal property { 1 1 ery, q P upP ry)• v'If �''C7 �5 t machin e Lu men and/or s hes or invento K. 3 + rORT i` ORTH Agenda Item#7 12. For a commercial industrial, community facility or mixed-use project,'how many 1 employees will the project generate? 13. For a mixed-use project,please indicate the percentage of all uses in the project in the following table. Table 5 ,Percentage of Uses in a Mixed-Use Project Residential 249,206 100% Office — – ---— Eafiiag Fnfertainxnent __—_—_—_—_ Retail sales Service N. INCENTMS 1.What incentives are you applying for? Municipal Property Tax Abatements ❑ 5 years ® More than 5 years Development Fee Waivers All building permit related fees(including Plans Review and Inspections) How much is your total development costs? $19,284,087 How much is the total square footage of your project? 260,000 square feet ® Plat application fee(including concept plan, preliminary plat, final plat, short form replat) ® Board of Adjustment application fee ® Demolition fee ® Structure moving fee Community Facilities Agreement(CFA) application fee ® Zoning application fee ® Street and utility easement Impact Fee Waivers ® Impact fee waiver i Meter Size 6" How many meters? 2 Release of.Qq Liens ® Weed liens ® Board up/open structure liens ® Demolition liens ® Paving liens. I . i • I ti I 4 'TORT T1'ORTH Agenda Item# 7 1 V. ACKNOWLEDGMENTS I hereby certify that the information provided is true and accurate to the best of my lmowledge. I hereby aclmowledge that I have received a copy of 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 in obtaining required permits and inspections from the City and in ensuring the project is located in the correct zoning district. I agree to provide any additional information for determining eligibility as requested by the City. r.Kline,L.L-.0 (TYPED NAME) (AUTHORIZED SIGNATURE) (DATE) ryON FLf' -� S` _ [JL-�' �v -Y•JT � w -y!w� N' Electronic version of this form is available by request. Please call•817-871-7381 to request a copy. For more information on the NEZ Program,please visit our web site at www.fortworthgov.org/housing. For Office Use Only Application No. In which NEZ? Conform with Zoning? ❑Yes ❑No Type? ❑ SF ❑Multifamily ❑Commercial ❑Industrial ❑ Community facilities ❑ Mixed-Use Construction completion date? ❑Before NEZ ❑After NEZ Ownership- ❑ Yes ❑No TAD Account No. Consistent with the NEZ plan? ❑ Yes ❑No Meet affordability test? ❑Yes ❑No Minimum Capital Investment? ❑ Yes ❑No Rehab at or higher than 30%? ❑Yes ❑No Meet mixed-use definition? ❑Yes [:]No Tax current on this property? ❑Yes ❑No Tax current on other properties? ❑ Yes ❑No City liens on this property? City liens on other properties? • Weed liens ❑Yes ❑No • Weed liens ❑Yes ❑No Board-up/open structure liens ❑Yes ❑No • Board-up/open structure liens ❑Yes ❑No • Demolition liens ❑Yes ❑No • Demolition liens ❑Yes ❑No • Paving liens ❑Yes ❑No • Paving liens ❑Yes ❑No • Order of demolition ❑Yes ❑No • Order of demolition ❑ Yes ❑No Certified? ❑Yes ❑No Certified by Date certification issued? Tf n nt ae-rti fi evi rPa enn Referred to: ❑Economic Development ❑Housing []Development ❑VTater ❑Code ❑TPW Revised April 19,2002 5 Thursday, May 09,2002 9;17 AM Kline&Co.-Joe Kline 817-207-8081 P,Oe HFiY 013 2002 Z: 47PM WOOD PARTNERS 713 439 7901 Agenda RA # 7 OTOwl } T , j V. AMIROS'4rLEli U EMN I hareby cart*tont the hiR madon provided is truc and accur*w to the beat of my knoWrlodge. I hamby peknovAcdge dead bam ravaircd a copy ofNEE Basic I110MOVea,which gavw=the.gratiftg of tact abatameata,fee waivt"ra and relaaae of City liana,said tbxt any VIOLATION of 1ho tvtana'of the NEZ Basic Inoaatim ar]vIISREPRESENTAnON sball caustitute grounds for rejcatiou of nn application ur tcafisxdon of iw=Vvw at tbv dim of tic City, I aaderatsnd that the appa+oval of fee walvers and other incentives dWI not be deaund to be approval of any aapeet of lite pwjed. I uaderstaad&vt I am respondblo in obbrining required permits and 1 inapoctiona$roan the City and in mazdng the project is located in the cmTect=ning district, I apw to provide any additional k5rmadon Sar datumifnizm a&�'atili�Ha requested by the city i I r J. Kline L.L.C. �– 2002 (TYPED N (AMQI0IQM SIGNATURE) (DATE) Mooftonia vcniori of this Barna is&*Ubie by requcat. Plwae call-817-571-7381 to request a copy,For More irfb vadon oa the NEZ Ptograat,ploaae alt our web site at www.forhmrtbecrv.orgliruueing. For Otldt:e Use Dilly ApQlionHaa No. In which N= Cainftm with Zoning? 0 Yea ❑No Type? 0 SF 0 Mvltiflmtily 0 Ccmmorael 0 Induatrlal 0 Cgasmnaity fhoilitiet []K=d-Uao ootrtpletion dim? ❑Befbra NEZ ❑Ater NE's Ow=xhip ❑Yes ❑No TAD A=unt No. Consistent wM tho NEZ plan? 0 Yes 0 No Ment tffordabillty neat'? []Yes []No Mini==COW lav tknm t7 ❑Yes No Ivfab at or higW than;30%? []Ya [I No Mea mixed-ase dafinttian4 ]Yes w0 No Tax ounint on thin pmpaaty? 0'Yes 0 Nv Tex=n=d on other xwatios7 []Yom 0 Na City liens at this Itroperty? City linea ani otber propttb5? ■ Woad lie=s ❑Yet [�No.. . Weed liar ❑Yes 13 No • Board-Wopan atruchue I= ❑Ya. No • Board-atplopen st uut=liar Yes L]No ■ Desnciitioa lions [3 Ya ❑No • D=00ution lions Yom No . •Paving 5=' 0 Yoa ONO a paving iiena ❑Yes ❑No ■ Order of demo ition 0 Yos 0 No .a Order of demotitian. 0 Yoa [I 14o CerUed? 0 Yes 0 No Certifiod by Date aerdfioation issued? t Tf tent rwtiffrA.imwnn I orm—ed to: ZMmic D=w�.LIHMMing EPavolDpinal : afar ode Ti'W. Revised aprU 19,2*U CITY Y"ORT WORTH Agenda Item 9 7 P ATTACHMENT INCOME AND HOUSING PAYMENT GUIDELINES Family Size 80% of Median Income* Maximum Housing Payment Affordable for Individuals or Families.at 80% of Median Income 1 $34,350 $859 2 $39,250 $981 3 $44,150 $1,104 4 $49,050 $1,226 5 $52,900 $1,323 6 $56,900 $1,423 7 $60,800 $1,520 8 $64,750 $1,619 *Source: 2002 Fort Worth-Arlington PMSA HUD Income Guideline j - ��jl,>JGt.1� 15VV�:U T 6 �, IM,, Tuesdayk May 28,2002 2;31 PM Kline& Co.-Joe Kline 817 207-8081 P.01 hRY 1,26 ?--002 11: teRh WOOL} PARTHER6 713 439 7901 P.2 \ 1( EXHIBIT C F o - aT0 Application for_ 1D1 ` A►L tax abatement x. Appl:iunt futora�ction: - - 1 Address Ja_._d- W Avec z L cam,state,zip code 6. l IPWA .�. FfJOI&k 44 91D Intemd H-anvil addressee(if avaRable).. {f t Cn�act Pettoaf(Includs titklpastitihn�� ,� k/�� ar�)er�1 2. PropftV DM2*d m Atta&legal deacrip cm or K r"yor' metes$bounds desddpd= CU'rrWtAppr&1W Value ot1`i-operty Attar Istea copy of parp=ty tc ytatemem ftm tba Cduaty Appraisal Mitrim Attach 1t grid'description of th6 project Including:number of m3ba to be coustraftdo nmmber of vWft to bre renavatod,sine of dmfs,magber afarAra-&Kc karrsing uAtIr W � *PAar K.rental rates per vmR4 anodes,e� 5. Prof ect Dacrfpfiw A. coK ofcatn&=d=s M B. S,-toT3cveinpmcttt(p ec Strewing,lteridsca mg, etc.):. L Z`ype ofwotic to be dans. #-L .Y 4 Z.• Ptojectud costs S PteA C: Pex*ttai Propwty', Value of furnieltinga,afficx-;qui ==4 etc. S - . Pr ict Ca -tMcdon: A.-WhA pmceo ofthe court maiow Poste(5A.&B. above)will yw eamcut to spend vv&' 1. tort Wort batinesses? 7 % 1, Nborhy ttnd Warren owned Dusiness&ttcipiiiaet? _% B. Wbon-will emsttuodon start? C. How many wnsuuchm jobs will be created?kP S U. Whet is tide wed mrall for these jobs? A. Hove tawny new f�fl time jobs wM be created? c a B:' Whai permt df 7A will you commit to be Slltd with: L Fort Worth residbnts7 2. rnaerCity restd=W - Tuesday, May 28, 2002 2:31 PM Kline&Co,-Joe Kline 817-207-8081 P,02 MAY 29 2002 11:29RM WOOD PRRTMER5 713 439 7901 15.3 C. Aitach a desmiption of the jobs to be created(tecfiddan,engineer,manager,etc),tasks to be#serfvtx:le�1 e%ek ktdv ao rate for etch tlasa$cetim D. Attach a brief desmiption of the emplaym benefit package(s)offered(I-r- Oc lth matumot,retirement public transportt6od Usiitm* day carte pravlslnsts,etc-) intiurdirtg portiosrpaid byeaig]oyoa and amp]i�rrtsspecti�'+�ly. ' 8. kepmb4suppty and eetTlce expenses(it,landsapbg,`ofte ornW trfAdt6nZ tnPP"Ch jW'ftrW services,etc.): A- Vbat is the>5mouut enon-sob soman supply end seMoe wq)enks7 S B Vnvd pia will be commritted to Fest Wolth bnsincsses? i C. wlrat potwxtop wiu be corusnitted to mwrity and women Owned BuMnatsts? A U th';Fr owrty a-PPmp rise*tuned for tho prvjct& ve5 10,h the proFaT plattod?Try=,roil replattbng be ne cestzryy Yes,, tt��al� u #Ke4O4' IL AA4ch s daeripticA of any cnvft•uwnesLW impacts asrmdated vvitb thh project A* 12.AOxch a deseviptioa oranp dirttt benet3bt 4 tbe.CUy of Part Worth as•result of tkis project(La.tales tax,inverdtory Ux,development jem etc.) «ddr +w,�f +fid �racirf.+►�t.+f Cc n,l4s ee rA►' *Avo�_1A, Com,hsw_,t MAW e. &ewrse Saats .* /mootetA 13,bo you lntead td Punme Abtwtement at) County TV"? 0 Ytr � No School TRW21. © Yes leo 14.WbAt level of abatement do Tots requcar:Mean? ' e�rc�mt�ti. i�,e�tcsaya�2d��., 15.L any penon or firm recdvimg*ny toren of oom►pamtiou,oamfriwi#n or other mboatary henefit h*te4 on tht kvd of hkeutive.obtxizted by the bpplkAftt ftw the Cky of Fort Worth? Yf;yw,plm&attach data&A> $ 16.On,a t ftt:,ehmftf,caploln why Ux xhxtcnicnt is necessary for the,sneof this project. Include a business pro-form or othet documcmatioa td substadtitte your request a(rOdf S W(rd !4 sir ;a<c On behalf of the appUozxi,I the informa=tion comdned io.64 v47p]ica60n(=luding all attach=rts)to be-true and cozreet. I&ittbar 'dent,on behalf of tba agpti=4 I have rmd the Policy gt4mcvt. Tex Abxt*m*nt For Qu ad D"opmae�t�roj�"�agnea to�15� with to guidelines a9d cptmia stated themim •4 Na'", 1 EXHIJBIT D PROPERTY DESCRIPTION Alta at Ridglea village will be a Class-A multi-family development located in the City of Fort Worth in Tarrant County, Texas. The property is strategically located in southwest Fort Worth, near the intersection of Camp Bowie Road and Interstate 30, a major east- west highway in the Metroplex. The Dallas/Fort Worth Metrroplex is home to Fortune 500 companies 'such as ExxonMobil, Southwest, CompUSA, DR Horton, AMR (American Airlines Parent Company), Burlington Northern Santa Fe, Radio Shack, Suiza Foods, Texas Instruments, Centex, GTE, and Associates First Capital. Lockheed Martin, one of Fort Worth's largest employers, recently won a $20 billion contract to produce the F-16 fighter jet. The economic impact of the F-16 contract is forecasted to be substantial with over 20, 000 new direct jobs. This development represents a compelling investment opportunity based upon the following factors: • The City of Fort Worth recently declared our site and the surrounding Ridglea Village area a neighborhood Empowerment Zone (NEZ), where the City of Fort Worth will, at a minimum, waive city taxes for five (5) years, waive impact fees, and waive permit fees for new development. • The Fort Worth apartment market has a healthy 93.6% occupancy rate compared to the 92.9% occupancy rate for the overall Dallas/Fort Worth market. In addition, MIRF Research forecasts Fort Worth's occupancy rate to remain steady at 93.61/o throughout 2002. • Due to its diversified economic base, the Fort Worth economy is.not dominated by one industry sector but is instead balanced by Service employment (24:8%), Trade(22.3%), Manufacturing (11.8%), and Government (10.9%). • Dallas/Fort Worth's median population age is 32.6 years compared to the national average of 35.4. The average age in the Fort Worth Metro is only 31.4, with over 70% of the population under the age of 44. • The development will set aside 20% of the units for residents making.80% of the AMI and offer an exceptional unity and property amenity package that will attract quality residents from the vibrant local economy. LOCATION The siteds immediately southwest of the intersection of Camp Bowie Road, a major retail corridor in southwest Fort Worth, and Bryant Irvin Road, a major north-south road that commuters from southwest Fort Worth use to access the Lockheed Martin facility. The property is in the heart of the Ridglea Village retail corridor and is also within minutes from the Ridgmar Mall with over 1,200,000 sq. ft. of shopping, including major an JC Penny, Dillard's, Foley's, and Neiman Marcus. In addition, the site is 10 m' 1�,hd �rlv J)ip?b' Ilk 7� i n EXHIBIT D south of Lockheed martin facility; immediately south of Westover Hills — one of Fort Worth's most prestigious single family neighborhoods, just west of Como, a neighborhood of lower middle class homes; immediately east of Ridglea Golf Club — a prestigious private Fort Worth country club, and about 10 minutes west of downtown. LAND AREA Approximately 9.37 Acres. TOPOGRAPHY N/A ZONING The property is zoned MU-2, which allows for up to 60 units/acre. UTILITIES All required utilities are or will be available to the site. PROPOSED UNIT MIX Unit Type # of Units % of Total Unit Size lbr/ lba(market) 41 16% 632 lbr/lba (80% AMI) 10 4% 632 lbr/ lba (market) 41 16% 789 lbr/ lba (80%AMI) 10 4% 789 2br/2ba (market) 102 40% 1,123 2br/2ba (80%AMI) 24 10% 1,123 3br /2ba (market) 20 8% 1,409 3br/2ba(80%AMI) 4 2% 1,409 Totals/Avg. 252 100% 983 PARKING In accordance with local requirements. ARCHITECT Womack+Hampton Dallas, TX LAND PLANNING Dunaway Associates, Inc. / Womack+Hampton Architects Fort Worth, TX/Dallas, TX Number of Units ➢ 252-unit apartment complex ➢ 102 One-bedroom units ➢ 126 Two-bedroom units ➢ 24 Three-bedroom units ➢ 20% (50 units) set aside for families with income of 80% Area Median Income EXHIBIT D Project Cost Land Acquisition $ 2,361,910 Construction Cost $14,366,486 Soft Cost $ 2,162,295 Total Investment $18,890,691 Legal Description Sections 1,2 and 3 and the North portion of Section 4, RIDGLEA APARTMENTS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Volume 388-D, Page 53, Deed Records of Tarrant County, Texas; being more fully described below. J Section 4 North of Milburn Street BEGINNING at the northwest comer of that certain portion of sold Section 4 conveyed to the City of Fort Worth for an extension of Milburn Street by deed in Volume 5212, Page 962, of the Tarrant County Deed Records sold point being in the most westerly west line of sold Section.4 and the east line of Winthrop Avenue (50 foot wide right-of-way), from which point a 1/z" Iron rod found in place bears North 9 degrees.East, 0.39 foot and said point of beginning being 173.49 feet South from the most westerly northwest corner of said Section 4 and the most westerly southwest comer of Section 2 in said Ridglea Apartments: THENCE with common lines between said Sections 4 and 2,the following courses and distances: East, 185.0 feet: North, 15.0 feet: East 15.0 feet: North 189.93 feet to a 5/8"iron rod found in place for-comer: and, East 50.0 feet to the common east comer of said Sections 4 and 2 in the west line Of Bryant-Irvin Road(formerly Guilford Road-60 foot wide right-of-way): THENCE South with the east line of said Section 4 and sold west line of Bryant-Irvin Road, 349.21 feet to the northeast comer of said City of Fort Worth tract for Milburn Street, from which point a %" iron rod found in place for the.southeast comer of said tract for Milburn Street bears South 0 degrees, 13 minutes East, 49.42 feet: THENCE westerly with the north line of said City tract for Milburn Street, the following courses and distances: North 88 degrees,21 minutes West, 115.93 feet to the beginning of a curve whose center bears North 1 degree, 39 minutes East, 575.0 feet; EXHIBIT D westerly with said curve, a distance of 44.49 feet to the end of said curve: and North 83 degrees, 5.5 minutes West, 90.25 feet to the PLACE OF BEGINNING. •+`V7j': I' ii 1SLUo AIA.NAGEMENT PLAN E,=IT"Ell I. Lease-Up A. Prior to Office Opening 1. Management will meet with the Owner to identify any occupancy deadlines to which Owner may have committed to during the underwriting process. Owner will provide Management a copy of any commitments and all other governing documents that will affect lease-up and operations of the property. 2. Sixty (60) days prior to office opening, install a sign at the visible corners stating "Coming Soon - Alta Ridglea Village Apartment Homes (Telephone Number)." The phone calls should be forwarded to an answering service until the office opens. Once models are ready, a `Models Open" banner should be placed on the sign. 3. Brochures, including floor plans and property features, will be printed on quality paper. These brochures will be used in mailings and marketing calls. 4. Management will schedule a meeting with a representative of the local housing authority to provide information about the community and discuss applicable processing and qualification for affordable units. B. Curb Appeal 1. The property .entrance sign will be completed by the office opening date, complete with lighting and landscaping. 2. Construction debris will need to be cleaned up as needed. 3. Zone inspections will be completed weekly by staff members to ensure the property is clean and ensure there are no life safety issues. C. Product Preparation and Presentation 1. Only units that are market ready will be shown to prospects. This requires timely punch-out by construction and an attention to detail by the management staff. D. Advertising 1. The property brochures will be available for the initial lease-up. 2. All print advertising will contain the fair housing logo. 3. Copies of the brochures will be supplied to the local housing authority so that they have a product awareness to share with households on their waiting lists. Aq WOOD MANAGEMENT PLAN 11. Management Stabilization A. Property Entrance I. The entrance landscaping will include colorful annual beds and should be in place prior to opening. . 2. Banners, balloons and flags will be added to the entry; colors will be accenting the overall scheme of the property. B. Curb Appeal 1. The grounds will be picked up daily. 2. Flowers will be included in the landscaping plan at strategic locations. C. Office and Model 1. The office and models will be cleaned regularly. 2. Refreshments will be available for prospects. 3. A goal chart will be mounted.in an out-of-the-way place to track leasing progress. 4. Soft music will be played in the model and in the office. 5. Scent dispensers will be used in the office and model to ensure the first impression is as positive as possible. 6. The office will be decorated monthly in accordance with the marketing theme, if applicable. D. Product Preparation and Presentation I. Only units that are market ready will be shown to prospects. This requires timely punch-out and good detail work by the management staff. 2. "Show" units will be merchandized with items that draw attention to the features of each apartment. By identifying these features, a connection can easily be made with the prospective resident's hot buttons. E. Staff I. All staff members will be properly trained in all areas of sales, telephone techniques, closing techniques, demonstrating theproduct, qualifying, and overcoming objections. 2. Weekly staff meetings will be held and attended by all staff members. General property progress will be reviewed, along with telephone logs and prospect cards. The meetings will be motivational in nature. 3. All staff members will be professionally attired. F. Market Knowledge 1. Market comparable surveys willbe updated every month. 2. Leasing Consultants will physically shop the apartment communities in the , area to learn about their competition. oil WOOD MANAGEMENT PLAN G. Advertising 1. Referral fees for residents and merchants are to be offered. Merchants that have a high number of clientele that matches the property target population will be solicited for merchant referrals. 2. Trailblazer signs will be printed with the property name, telephone number and directional arrows to lead prospects to the property. Areas of emphasis will be the high traffic, highly visible areas within a three-mile circumference of the property. 3. Contact with the local Chamber of Commerce and major surrounding businesses will be made to further encourage referrals. 4. The local housing authority will be supplied with property brochures and other necessary information about the community to assist' them in determining which households from their waiting list would qualify for housing at the property. 5. All print advertising will contain the fair housing logo. 6. Newspaper ads will be placed in the local newspapers if deemed appropriate and effective. Newspapers that reach a target population will be utilized. 7. Daily telephone logs will be maintained to track the effectiveness of all advertising. The logs will be reviewed at the weekly sales meeting. H. Leasing Incentives and Bonuses 1. Anyone leasing an apartment will be paid a commission in accordance with management company policy. 2. As approved in advance by Owner, an incentive will be paid to each staff member based on meeting or exceeding the monthly rental goals. I. Marketing Calls 1. The staff will provide property information to the local housing authority on a regular basis. Consistent communications will be established with a representative of the housing authority making them aware of unit availability. 2. Marketing calls will be completed throughout the month. Records will be kept as to where information was left and with whom contact was made. Marketing call sheets are to be turned in monthly by each employee in order to receive their commissions earned. The following are areas of concentration which could be included: ❑ Churches ❑ Business Parks ❑ Community Organizations ❑ Home Builders ❑ Local Businesses ❑ Real Estate Offices ❑ Major Employers of the Area ❑ Malls ❑ Hotels ❑ Other Apartment Communities 3. The apartment locator services in the area will be contacted. A� WOOD MANAGEMENT PLAN N. Post Selling 1. Post selling will begin the day of move-in. An office member will accompany the resident to complete the move-in inspection and follow-up periodically to ensure that everything is satisfactory in the apartment. 2. All office personnel will communicate with the residents on a regular basis to ensure that repairs are not needed in his/her apartment. 3. A resident services program will be initiated once it is determined what services will be in the highest demand by the residents. O. Resident Orientation and Support Services 1. Resident orientation will be conducted with management beginning in the application stage and continuing through the initial move-in inspection of the apartment. As residents are accepted for occupancy, the management will conduct an orientation session with each family. This meeting will include dialogue with the family regarding its interest and expectations about community life at the property. The orientation will cover both the resident's responsibilities and management's responsibilities relating to the lease, rules and regulations, utilities connection, apartment. care, maintenance procedures and other property policies. Residents will be educated about their obligations under the lease agreement. 2. Management will host resident social functions to promote a sense of community and enhance resident retention. 3. Management will have an "open door" policy for resident grievances. 4. Residents will be notified on a regular basis of upcoming resident programs. 5. A new resident orientation. meeting will be held before or on the day of move-in. Delivery of the move-in package is required, which contains the following: a. Lease Delivery—The lease terms will be carefully reviewed and explained to the resident. b. Rules and Regulations — The rules and regulations will be fully explained to the resident. c. Additional rules that will be explained include: • Rent payment policy, • Late fees, • Returned check policy and • Apartment inspection report. Z WOOD EXHIBIT'T' Leasing Guidelines Business will be conducted in accordance with the Fair Housing Act. We provide equal housing and service for all people regardless of race, color,religion, sex,national origin,handicap or familial status. Occupancy Guidelines: No more than two individuals per bedroom may occupy an apartment unit,plus one infant per bedroom up to the age of 18 months at the time the lease is signed. Qualification Guidelines: All non-dependent leaseholders or non-dependent occupants of legal must fill out an application and are considered to be applicants. Credit history, income/employment and criminal history are verified for all applicants. All information provided must be accurate and complete,as well as verifiable. Each applicant's credit,criminal and income/employment information will be individually scored, with leaseholders' income combined for qualification. All occupants of legal age must be a leaseholder unless dependency status can be verified. Credit Worthiness: A credit report will be secured for all leaseholders to verify account credit ratings. Unfavorable accounts may affect qualification for residency,including but not limited to collection, charge off,repossession,current delinquency or bankruptcy. Income/Employment: Gross annual income will be verified for all leaseholders using a payroll check stub that is to be no older than 30 days, Annual rent as a percent of a leaseholder(s)annual income cannot exceed 35%. Additional sources of income may be considered. If self employed or primarily commission-based,a copy of the previous two years' tax returns will be required. Criminal History: A search will be conducted for each applicant's criminal history. A criminal background check will be run for all addressed at which the applicants have resided over the past 24 months. The application will be rejected for any of the following criminal related reasons that have occurred within the ten years prior to the application date: • Felony conviction • Any terrorist related conviction • Any illegal drug related conviction • Any prostitution related conviction • Any sex related conviction • Any cruelty to animals related conviction • Misdemeanor conviction involving crime against persons or property. • Any of the above related charges resulting in"Adjudication Withheld"and/or"Deferred Adjudication" • Active status on probation or parole resulting from any of the above Reasons for not approving an application include, but are not limited to: bankruptcy within the past two years, insufficient income, unpaid judgements, eviction, outstanding rent debt, criminal record, household size exceeding occupancy limits and falsification of the application information. EXHIBIT G MINORITY/WOIvIEN BUSINESS ENTERPRISE The following document lists the Minority/Women Business Enterprise (MlWBE) for the 9-county area that makes up the Fort Worth market referred to in the tax abatement agreement as area M/WBE. The nine counties are Tarrant, Parker, Johnson, Collin, Dallas, Denton, Ellis,Kaufman and Rockwall. Contractors not on that list can apply for certification through the North Central Texas Regional Certification Agency (NCTRCA) or the Texas Department of Transportation, highway division. The NCTRCA application can ,be picked' up from the City of Fort Worth M/WBE office located at 1000 Thzockmorton Street, Fort Worth TX 76102. To be counted toward the required percentage of M/WBE, contractors or subcontractors need to be.certified before award of the project. The list of M/WBE contractors includes contractors from Fort Worth. Developers can obtain the list of M/WBE contractors by specific trades by sending a written request to the City of Fort Worth M/WBE office or by visiting the City. of Fort Worth's Website (fortworthgov.org). This list is updated every three months. Developers can obtain updated list from the City of Fort Worth M/WBE office or from the City of Fort Worth's Website. Exhibit C ASSIGNMENT OF TAX ABATEMENT AGREEMENT This Assignment of Tax Abatement Agreement is made and entered into by and between Alta Ridglea Village L.P. ("Assignor") and CFH Realty IV/Ridglea Village, L.P., ("Assignee") and the City of Fort Worth, ("City"). RECITALS A. Alta Ridglea Village L.P. and the City of Fort Worth, Texas (the "City") entered into that certain Tax Abatement Agreement ("Agreement") for Property Located 3601 Westridge Avenue ("Property") which is located in the Ridglea Como Neighborhood Empowerment Zone, such Agreement approved by the City Council of Fort Worth July 23, 2002, City Secretary Contract Number 27980 ("Agreement"): B. Section 5 of the Agreement permits Assignor to assign all of its rights under the Agreement to Assignee, with the prior consent of the City Council: C. Pursuant to that certain Special Warranty Deed dated as of June 2006, recorded under Tarrant County Deed Records, Assignor conveyed the Property to CFH Realty IV/Ridglea Village, L.P. and Assignee acquired title to the real property, which is the subject of the Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Assignment. Assignor hereby ASSIGNS, TRANSFERS AND CONVEYS all rights, duties, obligations, title and interest under the Agreement to Assignee. 2. Acceptance. Assignee hereby accepts the Assignment granted herein, and assumes all of Assignor's rights, duties and obligations arising under the Agreement from and after the Effective Date (as defined below). 3. Effective Date. The effective date of this Assignment is June_, 2006 ("Effective Date"). All rights, duties and obligations under the Agreement arising, accruing or relating to the period before the Effective Date are allocated to Assignor and all rights, duties and obligations arising, accruing or relating to the period thereafter shall be allocated to Assignee. 1 4. Release and Surrender of Assignor. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Agreement as of the Effective Date. Assignor must surrender the Property to the Assignee on or before 11:59 p. in. on the date prior to the Effective Date in its present condition. Assignor relinquishes any right to any improvements, fixtures or equipment on the Property. 5. Representations. Assignor represents, warrants and covenants with Assignee that as of the Effective Date, that Assignor is not in default under any of its obligations contained in the Agreement. 6. City of Fort Worth's Consent. City of Fort Worth hereby consents to this Assignment upon the terms and conditions set forth herein. Unless and until City of Fort Worth has executed this Assignment, this Assignment is of no effect. The consent granted herein should not be construed as consent to any further assignment except as provided in the Agreement. The failure or delay of City of Fort Worth in seeking to enforce any provisions of the Agreement or this Assignment should not be deemed a waiver of rights or remedies that City of Fort Worth may have, or a waiver of any subsequent breach of the terms and provisions therein or herein contained. 7. Notices. Any notice given by any party to another party hereto must be given in the manner required under the Agreement. The addresses set forth below supercede any addresses for notices set forth in the Agreement. CITY OF FORT WORTH: City of Fort Worth Housing Department (NEZ) 1000 Throckmorton Fort Worth, Texas 76102 ASSIGNEE: CFH Realty IV/Ridglea Village, L.P. 2100 McKinney, Suite 700 Dallas, Texas 75201 Attention: Asset Manager—Ridglea Village ASSIGNOR: Alta Ridglea Village L.P. 1110 Northchase Pkwy, Suite 150 Marietta, GA 30067 2 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dale Fisseler, 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 Mayor and Council Communication 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 , 2006. Notary Public in and for the State of Texas COAFFICIA'd END 5 CITY Rb EARy r, n 8. Successors. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the parties, and their respective heirs, executors, administrators, successors and assigns. 9. Counterparts. This Assignment may be executed in multiple counterparts, each of which, once executed, will be an original and fully-binding on the parties so executing; and all such counterparts together constitute one and the same agreement. 10. Binding Offer. This Assignment will be not be binding until executed and delivered by all three parties. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written. ASSIGNOR: ALTA RIDGLEA VILLAGE, L.P., a Georgia limited partnership By: Wood Alta Ridglea Village, L.P., its general partner By: Wood Texas Manager, Inc., its general partner By: Name: Title: ASSIGNEE: CFH Realty IV/Ridglea Village, L.P. By: CH Realty IV/Multifamily GP, L.L.C., a Delaware limited liability company its general partner By: Crow Holdings Managers, L.L.C., a Texas limited liability company, its manager By: Name: Title: 3 CITY OF FORT WORTH Dale Fisseler Assistant City Manager ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY: Leann Guzman Assistant City Attorney M & C: C- 4 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared , the of Wood Texas Manager, Inc., the general partner of Wood Alta Ridglea Village, L.P., which is the general partner of Alta Ridglea Village 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 and as the act and deed of Alta Ridglea Village L.P. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2006. Notary Public in and for the State of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared ' the of Crow Holdings Managers, L.L.C., the manager of CH Realty IV/Multifamily GP, L.L.C., which is the general partner of CFH Realty IV/Ridglea Village, 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 and as the act and deed of CFH Realty IV/Ridglea Village, L.P. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day of 2006. Notary Public in and for the State of Texas 6 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/30/2006 DATE: Tuesday, May 30, 2006 LOG NAME: 05ALTA RIDGLEA REFERENCE NO.: C-21477 SUBJECT: Approval of a Tax Abatement Assignment between Alta Ridglea Village L.P. and CFH Realty IV/Ridglea Village, L.P. for the Remaining Term of Alta Ridglea's Original Tax Abatement Agreement and Authorize Execution of Assignment of Tax Abatement Agreement between Alta Ridglea Village L.P., CFH Realty IV/Ridglea Village, L.P., and the City of Fort Worth RECOMMENDATION: It is recommended that the City Council: 1. Approve a Tax Abatement Assignment between Alta Ridglea Village L.P. and CFH Realty IV/Ridglea Village, L.P. for the remaining term of Alta Ridglea's original Tax Abatement; 2. Find that the statements set forth in the recitals of the attached Assignment of Tax Abatement Agreement between Alta Ridglea Village L.P. and CFH Realty IV/Ridglea Village, L.P. are true and correct; and 3. Authorize the City Manager to enter into an Assignment of Tax Abatement Agreement between Alta Ridglea Village L.P., CFH Realty IV/Ridglea Village, L.P. and the City of Fort Worth for the property listed in Exhibit "A" in accordance with paragraph 5 of the tax abatement agreement. DISCUSSION: On July 23, 2002 (M&C G-13679 ) the City Council authorized the Tax Abatement Agreement with J. Kline, LLC and the designation of Neighborhood Empowerment Reinvestment Zone No. 3. This property is now being sold to CFH Realty IV/Ridglea Village, L.P. and council approval is needed for the assignment of the tax abatement agreement to the new owner. The new owner is aware of all rights, duties and obligations of the tax abatement agreement. The Assignment of Tax Abatement Agreement is attached as Exhibit"A." This property is located in COUNCIL DISTRICT 3. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 9/12/2006 Page 2 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Dale Fisseler (6266) Originating Department Head: Jerome Walker (7537) Additional Information Contact: Sarah Odle (7316) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 9/12/2006