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Contract 36029
CIT`( SECRETARY CONTRACT NO . SlLa AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT WORTH, TEXAS (NORTH TARRANT PARKWAY TIF) This AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT WORTH, TEXAS ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS (the "County"). The City and the County hereby agree that the following statements are true and correct and constitute the basis upon which the City and the County have entered into this Agreement: A. On December 9, 2003 the City Council of the City ("City Council") adopted City Ordinance No. 15774 designating certain real property in the northern area of the City as Tax Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas, (the "TIF District"). The TIF District is informally known as the "NORTH TARRANT PARKWAY TIF". Ordinance No. 15774 is hereby incorporated by reference for all purposes, and attached hereto as Exhibit "A". B. Designation of the TIF District will cause development of property in and around the TIF District to occur that would not occur otherwise in the foreseeable future. The designated TIF District lacks adequate infrastructure and methods of ingress and egress. The TIF is intended to encourage private development in the TIF District for infrastructure improvements for the construction of public thoroughfares related to the North Tarrant Parkway. It is anticipated that private development in the TIF District will follow. This overall development will result in increased tax revenues and other public benefits for both the City and the County. C. Pursuant to Section 311.013(f) of the Texas Tax Code, the County is not required to pay any tax increment into the tax increment fund of the TIF District unless it enters into an agreement to do so with the City. The County wishes to enter into such an agreement with the City NOW, THEREFORE, for and in consideration of the conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and the County do hereby contract, covenant and agree as follows: 1. INCORPORATION OF RECITALS. The parties hereby agree that the recitals set forth above are true an sar ect-Mod form the basis upon which they have entered into this Agreement. '' G• U ti r County Participation Agreement' °'"w ` '' E re:North Tarrant Parkway TIF Page 1 2. DEFINITIONS. In addition to any terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Act means the Tax Increment Financing Act, as amended and as codified as Chapter 311 of the Texas Tax Code. Captured Appraised Value in a given year means the total appraised value of all real property taxable by the County and located in the TIF District for that year less the Tax Increment Base. Project Plan means the project plan for the development and/or redevelopment of the TIF District, as adopted by the TIF Board and approved by the City Council of the City, attached hereto as Exhibit "B". Tax Increment in a given year means the amount of property taxes levied and collected by the County for that year on the Captured Appraised Value of real property taxable by the County and located in the TIF District. Tax Increment Base means the total appraised value as of January 1, 2003 of all real property taxable by the County and located in the TIF District. Tax Increment Fund means that fund created by the City pursuant to Section 311.014 of the Act and Section 7 of City Ordinance No. 15774, which will be maintained by the City as a separate and individual account, into which all revenues of the TIF District will be deposited, including (i.) deposits of Tax Increment by the City and by other taxing units with jurisdiction over real property in the TIF District, including the County, and (ii.) all accrued interest earned on the cash balance of the fund.. TIF Board means the governing board of directors of the TIF District appointed in accordance with Section 311.009 of the Act and Section 4 of City Ordinance No. 15774. TIF District means the certain real properties and boundaries as described in City Ordinance No. 15774. TIF Ordinance means City Ordinance No. 15774 adopted December 9, 2003, attached hereto as Exhibit "A". 3. DEPOSIT OF TAX INCREMENT. Pursuant to a Resolution duly adopted by the governing body of the County, which Resolution is attached hereto as Exhibit "C" and is hereby made a part of this Agreement County Participation Agreement re:North Tarrant Parkway TIF Page 2 for all purposes, and specifically subject to Section 4 of this Agreement, the County hereby agrees to deposit each year during the term of the TIF District, beginning with the 2004 tax year, eighty percent (80%) of the County's Tax Increment into the Tax Increment Fund up to a maximum cumulative contribution of $10,644,000 (the "Maximum County Contribution"). The calculation to determine the dollar amount of the County's Tax Increment to be deposited shall be made in accordance with the County's Tax Increment Financing Policy and such deposits shall be made in accordance with the City's standard administrative procedures, but only following receipt of a bill from the City that outlines the City's calculation of the amount of the deposit that is required for that year. The County shall have up to one calendar year from the execution date of this agreement in which to make its deposit for tax increments due from tax years 2004 and 2005. 4. LIMITATIONS ON TAX INCREMENT DEPOSITS AND USE OF FUNDS. This Agreement is based on the following conditions, and the City agrees and acknowledges the County's right to enforce the conditions contained herein by injunction or any other lawful means in the event one or more of such conditions are not satisfied. 4.1. Amendment to TIF Ordinance. The TIF Ordinance designates the boundaries, the eligible real properties for the calculation of Tax Increment for the TIF District and the specific participation level of the City. All amendments to the TIF Ordinance shall be approved by the TIF Board prior to approval by the City Council. If the City Council approves an amendment to the TIF Ordinance different from the amendment approved by the TIF Board, the County shall suspend payment into the TIF Fund as described in Section 3 until the amendment is approved by the governing body of the County. 4.2 Certain TIF District Project Costs Excluded. The Tax Increment deposited into the Tax Increment Fund by the County shall be used to pay a pro rata portion of a maximum of$21,151,094 in 2005 net present value project costs for infrastructure improvements or other public improvements as set forth and identified in the Project Plan attached hereto as Exhibit "B", less any funds paid toward the project by other sources (the "Maximum Project Costs"). All TIF Fund allocations, including but not limited to any management and administrative costs, must be approved by the TIF Board in accordance with the Project Plan. If the Project Plan is amended, the County shall suspend payment into the TIF Fund as described in Section 3 until the amendment is approved by the governing body of the County as an amendment to this Agreement. County Participation Agreement re:North Tarrant Parkway TIF Page 3 4.3 TIF District Expansion. As defined, the TIF District shall include real properties located within the boundaries as described in the TIF Ordinance. If the TIF District is expanded, the County is not required to deposit into the Tax Increment Fund any Tax Increment generated from properties in the expanded area unless participation in the expanded boundary area is approved by the governing body of the County as an amendment to this Agreement. Additionally, the Tax Increment deposited into the Tax Increment Fund by the County may not be used for any permissible project costs in any portion of the expanded area of the TIF District unless approved by the governing body of the County as an amendment to this Agreement. 5. TERM. This Agreement shall take effect on the date as of which both parties have executed it and shall expire upon expiration or termination of the TIF District, which currently is the earlier of (i) December 31, 2019 or an earlier termination date designated by ordinance subsequently adopted by the City Council of the City, (ii) the date on which all project costs of the TIF District, including, but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full, (iii) the date on which the Maximum County Contribution is reached or (iv) the date on which the County's pro-rata portion of the Maximum Project Costs, including, but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full. 6. FINAL ACCOUNTING. No later than July I of each year following execution of this Agreement, the City shall provide the County with an annual accounting of the funds deposited to and disbursed from the Tax Increment Fund, including accrued interest. After all project costs of the Zone have been paid or at the time of the expiration of this Agreement, any funds remaining in the Tax Increment Fund following the final annual accounting by the City shall be paid to those taxing units participating in the Zone in proportion to each taxing unit's share of the total amount of Tax Increment deposited into the Tax Increment Fund. 7. RESPONSIBILITY FOR ACTS. The City and the County shall each be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negligence of both the City and the County, responsibility, if any, shall be apportioned comparatively with the laws of the State of Texas, with the understanding that County Participation Agreement re:North Tarrant Parkway TIF Page 4 neither party waives any governmental powers or immunities or any other defenses available to each individually. 8. 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 may subsequently designate in writing,by certified mail,postage prepaid, or by hand delivery: City: County: City of Fort Worth Tarrant County Administrator's Office Attn: City Manager 100 East Weatherford Street 1000 Throckmorton Suite 404 Fort Worth, TX 76102 Fort Worth, Texas 76196-0609 with copies to: the City Attorney and Economic/Community Development Director at the same address 9. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and the County and are not intended to create any rights, contractual or otherwise, to any other person or entity. County Participation Agreement re:North Tarrant Parkway TIF Page 5 12. FORCE MAJEURE. The parties shall exercise every reasonable effort to meet their respective obligations as set forth in this Agreement, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of either party. 13. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 14. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 15. 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 the County as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 16. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. County Participation Agreement re:North Tarrant Parkway TIF Page 6 EXECUTED as of the later date below: CITY OF FORT WORTH, TEXAS: TARRANT COUNTY, TEXAS: ` � 1 By: By: Dale Fisseler 13. Glen Whitley Assistant City Manager County Judge Date: /D Date: lea M&C: Court Order No.: ATTEST: ATTEST: By: By: / Z Marty Hendrix 0 Adame:' �4(90 e Gv* 6 > C a 1, O City Secretary Title: p APPROVED AS TO FORM/LEGALITY: APPROVED O FO By:_ By: Peter Vaky Ray Rike Assistant City Attorney Ass istan istrict Attorney *By law,the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contractor legal document on behalf of other parties. Our view of this document was conducted solely from the legal perspective of our client, Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s). County Participation Agreement re:North Tarrant Parkway TIF Page 7 v lVt e. . EXHIBIT "A" ORDINANCE NO. 1 ,5771 AN ORDINANCE AMENDING ORDINANCE NO. 14441 BY TERMINATING TAX INCREMENT REINVESTMENT ZONE NUMBER FIVE, CITY OF FORT WORTH, TEXAS; DESIGNATING A CERTAIN - CONTIGUOUS GEOGRAPHIC AREA IN THE CITY OF FORT WORTH AS "TAX INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT WORTH, TEXAS"; CREATING A BOARD OF DIRECTORS FOR THE ZONE; PROVIDING THE EFFECTIVE AND TERMINATION DATES FOR THE ZONE; ESTABLISHING A TAX INCREMENT FUND FOR THE ZONE; AND CONTAINING OTHER MATTERS RELATED TO THE ZONE. WHEREAS, on December 19, 2000 the City Council of the City of Fort Worth, Texas (the "City") adopted Ordinance No. 14441 designating Tax Increment Reinvestment Zone Number Five, City of Fort Worth, Texas (the "Dell TIF"); and WHEREAS, the primary purpose of the Dell TIF was to facilitate the construction of infrastructure in the vicinity of a new business facility that Dell Computer Corporation planned to construct within the boundaries of the Dell TIF; and WHEREAS, because Dell Computer Corporation no longer intends to construct such a business facility in the foreseeable future, the need for the Dell TIF no longer exists; and WHEREAS, the City Council still desires to promote the development of land in the vicinity of the Dell TIF, specifically that certain contiguous geographic area in the City which is more specifically described in Exhibit "A" of this Ordinance (the "Zone") and'°whose boundaries include much of the land originally designated as the Dell TIF, through the creation of a new reinvestment zone as authorized by and in accordance with Page 1 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas the Tax Increment Financing Act, codified at Chapter 311 of the Texas Tax Code (the "Code"); and WHEREAS, on or about October 9, 2003 the City provided written notice to the governing body of each taxing unit that levies real property taxes in the Zone of(i) the City's intent to establish the Zone; (ii) a description of the boundaries of the Zone; (iii) the City's tentative plans for development of the Zone; and (iv) an estimate of the general impact of the Zone on property values and tax revenues; and WHEREAS, the governing body of each county and school district that levies real property taxes in the proposed Zone has waived the requirement imposed by Section 311.003(e) of the Code that the City provide such written notice at least sixty (60) days prior to the date of the public hearing conducted pursuant to Section 311.003(c) of the Code; and WHEREAS, the City has prepared a preliminary financing plan for the Zone and provided a copy of that plan to the governing body of each taxing unit.that levies taxes on real property in the Zone, as required by Section 311.003(b)of the Code; and WHEREAS, in accordance with Section 311.003(f) of the Code, on November 11,2003 the City made a single formal presentation to the governing body of each county and school district that levies real property taxes in the Zone, as agreed to by such governing bodies, which presentation, among other things, included (i) a description of the proposed boundaries of the Zone; (ii)the City's tentative plans for development of the Zone; and (iii) an estimate of the general impact of the Zone on property values and tax revenues; and i Page 2 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas WHEREAS, on December 2, 2003 and December 9, 2003 the City Council held a public hearing regarding the creation of the Zone and its benefits to the City and to property in the Zone and afforded a reasonable opportunity for(i) all interested persons to speak for or against the creation of the Zone, its boundaries or the concept of tax increment financing and (ii) owners of real property in the Zone to protest inclusion of their property in the Zone, as required by Sections 311.003(c) and (d) of the Code; and WHEREAS, notice of the public hearing was published in a newspaper of general circulation in the City on November 25, 2003, which satisfies the requirement of Section 311.003(c) of the Code that publication of the notice occur not later than the seventh day before the date of the public hearing; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,TEXAS: Section 1. TERMINATION OF DELL TIF That the City Council hereby amends Section 4 of Ordinance No. 14441 by changing the termination date of Tax Increment Reinvestment Zone Number Five, City of Fort Worth, Texas from December 19, 2040 to December 2, 2003. Accordingly, Tax Increment Reinvestment Zone Number Five, City of Fort Worth, Texas is hereby terminated. Page 3 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas i Section 2. FINDINGS. That after reviewing all information before it regarding the establishment of the Zone and after conducting a public hearing regarding the creation of the Zone and its benefits to the City and to property in the Zone and affording a reasonable opportunity for (i) all interested persons to speak for or against the creation of the Zone, its boundaries or the concept of tax increment financing and (ii) owners of real property in the Zone to protest inclusion of their property in the Zone, the City Council hereby makes the following findings of fact: 2.1. The statements and facts set forth in the recitals of this Ordinance are true and correct. Therefore, the City has met the notice and procedural requirements established by the Code for creation of a reinvestment zone under the Code. 2.2. Development of the Zone will not occur solely through private investment in the foreseeable future. 2.3. Improvements in the Zone, including,but not limited to, those previously outlined to the City Council and the governing bodies of all other taxing units that levy real property taxes in the Zone, will significantly enhance the value of all the taxable real property in the Zone and will be of general benefit to the City. 2.4. The area within the Zone is contiguous, predominantly open and is located between the central city area of the City and Fort Worth Alliance Airport, a corridor of the City that is likely to become increasingly vital to the City's future development and economic well-being. However, the area lacks adequate Page 4 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas infrastructure and methods of ingress and egress, and attempts at private development in the area have not been successful. Because of these and other factors, the area within the Zone substantially impairs and arrests the sound growth of the City. The area within the Zone therefore meets the criteria for designation of a reinvestment zone and satisfies the requirements of Section 311.005 of the Code. 2.5. No more than ten percent (10%) or less of the property in the Zone is used currently for residential purposes, as specified by Section 311.006 of the Code. 2.6. According to the most recent appraisal roll of the City, the total appraised value of all taxable real property in the Zone and in existing reinvestment zones in the City does not exceed fifteen percent (15%) of the total appraised value of taxable real property in the City and in industrial districts created by the City, if any. 2.7. The Zone does not contain more than fifteen percent (15%) of the total appraised value of real property taxable by any county or school district. Section 3. DESIGNATION OF NEW ZONE. That the City Council hereby designates the Zone described in the boundary description and depicted in the map,both attached hereto as Exhibit"A" and made a part of this Ordinance for all purposes, as a reinvestment zone pursuant to and in accordance with the Code. This reinvestment zone shall be known as "Tax Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas." Page 5 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas Section 4. ZONE BOARD OF DIRECTORS. That a board of directors for the Zone ("Board") is hereby created. The Board shall consist of thirteen(13)members who shall serve for terms of two (2) years each. Of these thirteen (13) members, each taxing unit other than the City that levies taxes on real property in the Zone may, but is not required to, appoint one (1) member to the Board. After each taxing unit other than the City designates to the City either the name of the member that the taxing unit wishes to appoint or the fact that the taxing unit wishes to waive its right to appoint a member, the City Council shall appoint whatever number of members are necessary to fill the remaining positions on the Board. Such members may be members of the City Council. Section 5. TERM OF ZONE. That the Zone shall take effect upon the adoption of this Ordinance and terminate on the earlier of(i) December 31, 2019 or an earlier termination date designated by an ordinance adopted after the effective date of this Ordinance or (ii) the date on which all project costs,tax increment bonds and interest on those bonds have been paid in full. Section 6. DETERMINATION OF TAX INCREMENT BASE. That the tax increment base for the Zone, as defined by Section 311.012(c) of the Code, shall be the total appraised value of all real property in the Zone taxable by a Page 6 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas taxing unit for the year 2003, which is the year in which the Zone was designated as a reinvestment zone. Section 7. TAX INCREMENT FUND. That a tax increment fund for the Zone (the "TIF Fund") is hereby established. The TIF Fund may be divided into additional accounts and sub-accounts authorized by resolution or ordinance of the City Council. The TIF Fund shall consist of (i) the percentage of the tax increment, as defined by Section 311.012(a) of the Code, that each taxing unit which levies real property taxes in the Zone, other than the City,has elected to dedicate to the TIF Fund under an agreement with the City authorized by Section 311.013(f) of the Code, plus (ii) eighty percent (80%) of the City's tax increment, as defined by Section 311.012(a) of the Code, subject to any binding agreement that the City has executed as of the effective date of this Ordinance that pledges all or a portion of such tax increment for another purpose. The TIF Fund shall be maintained in an account at the depository bank of the City and shall be secured in the manner prescribed by law for Texas cities. In addition, all revenues from (i) the sale of any obligations hereafter issued by the City and secured in whole or in part from the tax increments; (ii) revenues from the sale of any property acquired as part of a tax increment financing plan adopted by the Board; and (iii) other revenues dedicated to and used in the Zone shall be deposited into the TIF Fund. TIF Funds will be used solely in accordance with Section 311.014 of the Code. Page 7 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas Section 8. TAX INCREMENT AGREEMENTS. That, pursuant to Sections 311.008 and 311.013 of the Code, the City Manager and City Attorney are hereby authorized to execute and deliver, for and on behalf of the City,tax increment agreements with taxing units that levy real property taxes in the Zone. Section 9. SEVERABILITY. That if any portion, section or part of a section of this Ordinance is subsequently declared invalid, inoperative or void for any reason by a court of competent jurisdiction, the remaining portions, sections or parts of sections of this Ordinance shall be and remain in full force and effect and shall not in any way be impaired or affected by such decision, opinion or judgment. Section 10. That this Ordinance shall take effect and be in full force and effect from and after its adoption. AND IT IS SO ORDAINED. ADOPTED AND EFFECTIVE: Page 8 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney Date: I Z-D , r iDr3-J M&C: Page 9 of 9 Ordinance Designating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth,Texas I; . LEGEND ZWJOlG UTEGORY AM re "AR' SINGLE FAMLLY-VEEk ED 36.2 EXHIBIT A - -' t EL�ER NI«: 'A5' SINGUi FAMILY-DEGCHED 31.8 (� _ 6"i'e•:.�•.,` 'O' MULTI-FAMILY-GIU EI!DEW 3041 i -. __ `� � �•�`ti—) "� t '.OM' OFria-WDRISE 81.7 _ — _ '• f s E OOMIUM 93.0 'FrvFsrwcrED co6!nwetcut 5.0 I �_�, _ _�, R ,\��:.....:•. •G► COMMERQAL 703.1 f �. :l — . _ _< ... . > 'P uGm N Lmw 229.E ❑ — Fda~ AIK 291.9 11'p ED45v' '377' PLANNED DEYBOPMENi TOTAL 2,008 "1 �. i• _ / F }i' i r i 1 / i i' I . 4` ., /f .RAT ,.�•�Y�' J�9 i: / l � riJ � f A} �' V i'•.i Ir'J �'-'''��1 iV 11 �r .�.� \+ —tf l; .` -/ =�-���•,,,\:{`;j,•/ \ / � J + c ) t lea j+ —1 � !. r i. 'r 7 A 1:!F.' � , r4 C t r_�� ^ I�`4•.m.,,: is ; •\ i f ham+ t �,, `' '�``1\ ! ;/` i �. 1 �,, s D -, I 1, �c to d x {��r "1��4 t r � _ .-. r .."»i "4•.4M / 1 I�._' \•. \ r_`_—f.�.�JJ�''���/1*..4N 1 �i F �'<i.Y S� a I ��' T 1-- � 1 .'I\/� -.— `q,�y. \'+`\ - ��` IJI� � i ;T' i '(�`IFcK'�-$ 'I I � ',�,ii, ,�,:.'�h�'P� 1 •'� -- \ • �✓\/.�.�. ;� / /- J!/ ,li.� 'il��*,.i��R k I l f V ��4 � It.._ .;,1\�,'`_ I / �- '.�� I f ��. ' ,',. .1 1 \) ) N �'o .0 TIF DISTRICT #7 1 UI 1 _.�• \\ _ i !— ._ i i- \' ,. \� I I �..C (2,008± Ac.) J L 1e EXH1B11'A. LEGAL DESCRIPTION TIF DISTRICT Being a tract of land situated in the William McCowen Survey,Abstract No.,99., Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an axle found at the southwest corner of that Tract 1 as described in:a Deed to Ellesmere Investments Corporation,N.V. as recorded in Volume 6617,Page 99 of.the County Records.of Tarrant County, Texas, said point being called the southwest corner of said McCowen Survey therein; THENCE northerly along the west line of said Ellesmere Tract and along the west line of said McCowen Survey at 2466.71 feet pass on 5/8 inch iron rod in the southerly right-of=way line of Harmon Road where it turns north, and continue on passing the southerly right-of-way,line of State Highway No. 287 and there leaving said Ellesmere tract and continuing notherly across said Highway 287, and along Hannon Road to a point which is 2604 feet south of the northwest corner of that tract of land described in a deed of Societe Generele Financial Corporation as recorded in Volume 14738,Page 59 of the Deed Records of Tarrant County,Texas,said point being the intersection of the centerline of Harmon Road with the:south right-of--way line ofPark- Glen Boulevard; THENCE N 890 2.4' 01"E, 1763 feet, leaving the center line of.Harmon Road; THENCE N 000 00' 00" E, at approximately 2700 feet pass the north right-of-"way line'of Park Glen Boulevard, in all a distance of 3125 feet; THENCE S 890 58' 26"E, 903 feet; THENCE N 000 03' 21" W, 1484 feet to a point in the City of Fort:Worth City limit:line as described in City Ordinance Number 9689; THENCE easterly 1576 feet along the boundary of said annexation tract to the westerly right-of way line of Interstate Highway 35W, said point being the northwest comer of a judgment filed in Volume 4186, Page 386 of said County Records; THENCE continuing easterly across Highway 35W, 350 feet to the easterly right-of-way line of said Highway 35W; THENCE northerly 4845 feet more or less along the easterly right-of-way line of said Highway 35W, to the southerly right-of-way line of Golden Triangle Boulevard; GAjob\011530\civ\sur\01153001.LEG.DOC 1 THENCE easterly 2420 feet more or less, along the southerly right of way line of Golden . Triangle Boulevard to the westerly right-of-way line of Old Denton Road, said point being the northeast corner of that tract of land described in a Deed to H.R. Perot as recorded in Volume; 8494, Page 1570 of said County Records; THENCE southerly 11,140 feet more or less, along the westerly right-of-way line of said Old. Denton Road to a point in the northerly line of that tract of land described in a Deed to LW. Lobb as recorded in Deed Volume 2221, Page 413 of said County Records'; THENCE westerly along the north line of said Lobb tract 990 feet to the northeast corner,of Tract 2 of those tracts of land described in a Deed to Hillwood/2500,LTD. As recorded in Deed Volume 9409, Page 1403 of said County Records, and being the northwest comer of said:Lobb tract; THENCE southerly along the line common to said Lobb and Hillwood tracts 1775 feet,more or. less, to the northwest comer of that tract of land described in a Deed to Lowell Hughes:as recorded in Deed Volume 4389,Page 780 of said County Records; THENCE easterly along the northerly boundary line of said Hughes tract 533 feet to an ell comer .of said tract; THENCE southerly along the boundary line of said Hughes tract 180 feet; . THENCE easterly along the boundary line of said Hughes tract 440 feet to the westerly right of-` way line of said Old Denton Road; THENCE southerly along the westerly right-of-way line of Old Denton Road 174"Q'feety more or less, to the southerly line of that certain Tract 8 of said'Hillwood/2500,.LTD,Tracts (Volume' 9409, Page 1403); THENCE westerly 2945 feet along the.southerly line of said Hillwoodf25Q0;.LTD:;;tract 8:to the; easterly right-of-way line of said.Highway 35 W; THENCE southerly along the easterly right-of-way line 1500 feet more or less, to the south hne of said McCowen Survey; THENCE westerly along the south line of said.McCowen survey crossing..said Highway 35 W,. and the crossing to the westerly right-of--way line of said Highway 287,passing the.southeastti corner of said Ellesmere Investments Tract and continuing along the south line.of said McCowen Survey and along the south line of said Ellesmere tract 3876.76 feet from the southeast corner of said Ellesmere tract as called for in said Deed to POINT OF BEGINNING, and containing.2: 8` acres of land, more or less. G:\job\011530\civ\sur\01153001.LEG.DOC 2 EXHIBIT "B" TAX INCREMENT REINVESTMENT ZONE SEVEN, CITY OF FORT WORTH, TEXAS (North Tarrant Parkway TIF) PROJECT PLAN AND FINANCING PLAN CITY OF FORT WORTH SENEMBER 2005 Table of Contents I. Tax Increment Finance Overview............................................................. 2 II. North Tarrant Parkway Reinvestment Zone Summary.............................. 3 III. Description of Proposed Zone..................:..................................................4 A. Map and Legal Description B. Changes to Current Ordinances and Codes IV. Economic Impact.........................................................................................6 A. Increased Tax Base B. Increased Retail Business C. Employment Opportunities D. Relocation of Displaced Individuals V. Description of Project Improvements and Costs.........................................8 A. Improvements B. Project Costs C. Timetable of Project Costs VI. Tax Increment Projections (Financing Plan).............................................10 A. Feasibility Study B. Bonded Indebtedness C. Projections of Revenue D. Estimated Payment of Project Costs VII. Tables.........................................................................................................12 Table 1: Project Improvement Description Table 2: Estimated Project Improvement Costs Table 3: 2003 Tax Summary—Need this Table 3a: TIF Appraisal Report from Tarrant Appraisal Table 4: TIF Tax Increment Projections Table 5: Tax Increment Projections—All Jurisdictions Table 6: Projected Project Costs to be Reimbursed by Tax Increment TAX INCREMENT FINANCING OVERVIEW Tax increment financing ("TIF") is a tool Texas local governments use to finance public works within a defined area. These improvements are intended to promote development or redevelopment in the defined area and surrounding areas. The primary statute governing tax increment financing is codified in Chapter 311 of the Texas Tax Code (the "Tax Code"). The Tax Increment Financing Act provides for Municipalities to create "reinvestment zones" within which various public works and improvements can be undertaken, using tax increment bonds or notes to pay for those improvements. A municipality makes an area eligible for tax increment financing by designating a reinvestment zone. At the time an area is designated a reinvestment zone for tax increment financing, the existing total of appraised value of real property in the zone is identified and designated as the "tax increment base. Taxing units levying taxes in the zone during its life are limited to tax revenues derived from this original based. Public improvements are made in the area to attract private development that would not otherwise occur or which would otherwise occur at a much later date. As new development is added to the tax rolls, total assessed valuations rise. This rise in new value is called the "captured appraised value". Then, the taxes that are collected by the participating taxing jurisdictions on the incremental increase between the original based value and the new, higher value (the"tax increment") are deposited into a TIF trust fund which is used to pay for the public improvements are completed and paid for, the TIF is dissolved and the full amount of the taxes collected in the area are kept by the taxing jurisdictions. In effect, the taxing jurisdictions are "investing" the future earnings to receive the benefit of higher tax revenues from new development. In addition, taxing jurisdictions are not restricted from raising their tax rates during the life of the zone. The subsequent tax increment earned would not only finance public improvements but would also ultimately accrue to the direct benefit of each local taxing jurisdiction. The North Tarrant Parkway TIF promotes regional mobility and increased economic stability. 2 TIF No. 7 092105 II. NORTH TARRANT PARKWAY TIF ZONE SUMMARY The reinvestment zone covered by this project plan and financing plan (this "Plan") is described in Section II hereof(the "Zone"). -In general, under this Plan it is contemplated various land developers (each Developer) will fund (i)portions of the City's share of costs both under certain Agreements by and between the City of Fort Worth (the "City") and the Texas Department of Transportation TxDOT for the construction of public roads and (ii) certain costs under any agreements entered into between the TIF Board of Directors and Developer for the construction of public roads (hereinafter such road improvements shall be referred to as "Project Improvements").. In particular, the Project Improvements include the construction of public thoroughfares that generally meet the regional transportation facility requirements of North Fort Worth and the surrounding areas, including,but not limited to,principal/major arterials, interchanges, and large bridges that: 1) benefit property within the Zone, as determined by the Zone's board of directors; 2) the construction of which are needed during the term of the Zone, as demonstrated in a traffic impact study submitted to and validated by the City's Transportation/Public Works Department as part of a planned development within or directly benefiting the Zone; and 3) that will be constructed by a developer who will pay the entire cost of construction and be reimbursed for only the public portion of the construction, the amount of which will be based on the planned development's traffic impact on regional facilities, as determined by the City's Transportation/Public Works Department. Based upon a set of conservative assumptions and analysis of the project and financing plan, it is concluded that the project and financing plan is feasible. Two projects referred to and depicted in the agreement between TxDOT and the City dated July 21, 2001 as (A) the North Tarrant Parkway Interchange Ramps and Frontage Roads, and (B) the connecting road from Interstate Highway 35-W east to Rainey Lake Road within the TIF Zone described in Section IV hereof are examples of Project Improvements to be undertaken by the TIF District in which a developer funds portions of the City's share of costs in road construction projects. As was done with the example above,the Board of Directors of the Zone (the "Board") and each developer will enter into a Development Agreement addressing the Project Improvements and the reimbursement to the developer from the Zone Tax Increment (the "Zone Development Agreement"). Table 1 lists the Zone projects. In general, the Zone Tax Increment will consist of eighty percent (80%) of City of Fort Worth, Tarrant County and Tarrant County Hospital District (and possibly the Tarrant Regional Water District) property taxes generated from any appreciation in the taxable value of real property within the Zone since the year in which the Zone is formed. The Zone Tax Increment shall flow to the Zone's tax increment fund each year until expiration of the Zone, which is December 31, 2019 (the "TIF Fund"). Money flowing to the TIF Fund each year will be disbursed as authorized by the Board and in accordance with this Plan. It is contemplated that the Zone Development Agreements will describe how the Zone Tax Increment will be allocated to pay for the Project Improvement Reimbursement Amount and any other project costs (as that term is defined in Section 311.002(1) of the Texas Tax Code) authorized by the Board and this Plan. 3 TIF No. 7 092105 I. DESCRIPTION OF ZONE 4 T1F No. 7 092105 II. DESCRIPTION OF ZONE A. Map A legal description of the reinvestment zone boundary and a description of the current land uses are presented in Exhibit A. Exhibit B depicts the proposed roadway infrastructure and right-of-way associated with projects#1 and#2 on Table 1. Exhibit C depicts the proposed roadway infrastructure improvements associated with projects # 3 through#9. Exhibit D depicts the proposed roadway infrastructure improvements associated with projects#10 through#12 B. Changes to Current Ordinances and Codes There are currently no proposed changes to the zoning ordinances, the master plan, the building codes, or any other municipal ordinances relating to the Zone that would affect the anticipated implementation of this Plan by the Board. 5 TIF No. 7 092I05 III. ECONOMIC IMPACT 6 TIF No. 7 092105 III. ECONOMIC IMPACT A. Increased Tax Base It is anticipated that the area within the Zone will experience new development once the proposed improvements are completed. Therefore, this conceptual master plan will be an important catalyst in spurring additional private investment, which strengthens the Fort Worth economy and tax base. Potential mixed-use development is expected to include commercial, retail, restaurants,hotels/motels, entertainment, residential. It is anticipated that there will be a substantial increase in taxable real property in the Zone as a result of the construction of the project improvements. This increase in taxable real property within the.Zone will be the basis on which Zone Tax Increment will be derived. It is estimated that the area in the Zone will fully develop in a 30-year period, and the increment could reach over $58 million by the end of the 15-year TIF term with eighty percent (80%) participation for the City, County, Hospital District, and Water District (and not including participation by the respective school districts). As a result of this increase in taxable real property, Northwest ISD could receive an estimated $88 million collectively in tax revenue directly from private developments within the TIF Zone over the 15-year period. B. Increased Retail Business Based on current land uses and potential investment, the TIF Zone will develop with approximately 230 acres (2.5-3.0 million square feet)of undeveloped real property. The planned infrastructure improvements depicted in Exhibit B will contribute significantly to Fort Worth's ability to retain and attract business growth North of the downtown area. C. Employment Opportunities In addition to the jobs created during construction of the project improvements, it is expected that the future development of the Zone resulting from the improvements will generate employment opportunities in business,retail,medical and hospitality industries. D. Relocation of Displaced Individuals No person shall be displaced as a result of implementing this Plan. 7 TIF No. 7 092105 MJ W G IV. DESCRIPTION OF PROJECT IMPROVEMENTS g TIF No. 7 092105 IV. DESCRIPTION OF PROJECT IMPROVEMENTS AND COSTS A. Improvements The Project Improvements will include capital improvements, which will benefit the general public as well as facilitate development of the Zone. The proposed infrastructure improvement must meet the regional transportation facility requirements of North Fort Worth and the surrounding areas, including, but not limited to, principal/major arterials, interchanges, and large bridges that: 1) benefit property within the Zone, as determined by the Zone's board of directors; 2) the construction of which are needed during the term of the Zone, as demonstrated in a traffic impact study submitted to and validated by the City's Transportation/Public Works Department as part of a planned development within or directly benefiting the Zone; and 3) that will be constructed by a developer who will pay the entire cost of construction and be reimbursed for only the public portion of the construction,the amount of which will be based on the planned development's traffic impact on regional facilities, as determined by the City's Transportation/Public Works Department. Based upon a set of conservative assumptions and analysis of the project and financing plan, it is concluded that the project and financing plan is feasible. A description of the type and location of the Project Improvements is attached hereto as Table 1. B. Project Costs A list of the estimated project costs of the Zone, including administrative expenses, is attached hereto as Table 2. C. Timetable of Project Costs Project Improvements #1 and#2 on Table 1 will be completed (both Phase I and Phase II Improvements) by the spring of 2005. Projects qualifying for TIF participation under Project Improvements #3 through #12 on Table 1 will be completed in accordance with timelines subsequently established by the TIF's board of directors pursuant to individual tax increment financing development agreements, if any; at the time the TIF's board of directors enters into such agreements. 9 TIF No. 7 092105 V. TAX INCREMENT PROJECTIONS (FINANCING PLAN) 10 TIF No. 7 092105 V. TAX INCREMENT PROJECTIONS (FINANCING PLAN) A. Project Feasibility It is estimated that the area in the Zone will fully develop in a 30-year period, and the increment could reach over$58 million by the end of the 15-year TIF term with eighty percent (80%) participation for the City, County, Hospital District, and Water District (and not including participation by the respective school districts). B. Bonded Indebtedness No bonded indebtedness is expected to be incurred with respect to the Project Improvements. C. Projections of Revenue This section outlines the estimated Zone Tax Increment. The Zone Tax Increment will depend on many factors, including (a) the base value of real property in the Zone subject to property tax; (b) annual growth of the Zone's taxable real property (which largely depends on private growth within the Zone); (c) participation by tax units; (d) tax rates; (e) collection rates; and (f) the term of the Zone. Each of these factors is discussed in turn. 1. Taxable Appraised Value (the Base Value). Table 3 sets forth the total taxable appraised value of property in the Zone, which is $1,283,676 as determined by Tarrant Appraisal District as of February 28,2005. 2. Expected Annual Growth of the Zone's Taxable Real Property and Tax Increment. The estimated captured appraised value (thus reflecting estimated growth of real property taxable values) of the Zone for each year of its existence and the estimated tax increment to be generated annually in total and from each taxing entity is outlined on Tables 4 and 5. 4. Participation by Tax Units. Although other tax units may participate in the Zone, the financial projections set forth in this Plan assume that the City of Fort Worth, Tarrant County, the Tarrant County Hospital District and the Tarrant Regional Water District will participate in the Zone, contributing eighty percent (80%) of their tax increment with respect to the Zone. 5. Projected Tax Rates. Property tax rates are assumed to remain constant. 6. Projected Collection Rates. This Plan assumes a ninety-nine percent (99%) collection rate. 7. Term of the Zone. The term of the Zone will be 16 years, expiring on December 31, 2019, with Zone Tax Increment paid for fifteen (15) years, beginning with that Zone Tax 11 TIF No. 7 092105 Increment generated in the 2004 tax year and ending with that Zone Tax Increment generated in the 2018 tax year. D. Estimated Payment of Project Costs Based on the assumptions and estimates set forth in Paragraph C above, it is expected that the Zone Tax Increment will be sufficient to pay in full all project costs (including interest) of any development agreements entered into by the Zone Board of Directors during the term of this Zone. Additionally, it is contemplated that costs associated with administering the TIF will be included in the overall project plan. 12 TJFNo. 7 092)05 VII. TABLES 12 TIF No. 7 092105 TABLE 1 Project Improvement Description 1. Phase I: North Tarrant Parkway/IH-35W Interchange The completion of the North Tarrant Parkway interchange, ramps, and frontage Roads (TxDOT CSJ : 0081-12-031 and 0902-48-515) on Interstate Highway 35 West between US81/US287 and existing Heritage Trace Parkway interchange. 2. Phase II: North Tarrant Parkway from IH-35W to Rainy Lake Road The completion of approximately 5,000 feet of four(4) lanes divided North Tarrant Parkway from North Tarrant Parkway Interchange east to Rainy Lake Road tying into existing North Tarrant Parkway at KISD's Fossil Ridge High School. 3. Phase 1A—North Tarrant Parkway from IH-35W to US 287 • Construction of North Tarrant Parkway six (6) lanes from IH 35W to the Northbound (NB)US 81/287 4. Phase IB—NB US 287 Frontage Road • US 287 northbound Frontage Road reconstruction from just west of off ramp to North Tarrant Parkway to Harmon Road • Reconstruction of the existing NB US 81/287 Frontage Toad and ramp located South of Harmon Road 5. Phase 1C—Harmon Road Improvements Reconstruction of Harmon Rd six (6) lanes from NB US 81/287 frontage road to the Presidio Vista Development entrance. • Intersection and signalization improvements at the following intersections: - Harmon Road at West Presidio Vista Development entrance - Harmon Road at NB US Frontage Road - Harmon Road at SB US 81/287 Frontage Road 6. Phase ID—North Tarrant Parkway from Harmon to SB Frontage RD 7. Phase 1E—North Tarrant Parkway/US Interchange W/Harmon RD Overpass • Construction of North Tarrant Parkway six (6)lanes over US 81/287 • Construction of Turnaround from NB to SB US 81/287 Frontage Road at North Tarrant Parkway overpass • Widening of Harmon Road from two (2) lanes to six (6) lanes over US 81/287 • Reconstruction of the existing SB US 287 Frontage Road from Harmon RD to SB 81/287 entrance ramp • Construction of auxiliary lane 8. Phase 1F—US 287 Frontage Roads North of Harmon RD 9. Phase IG - US 287 NB Frontage Road Reconstruction 12 TIF No. 7 092105 10. Heritage Trace Parkway (North 2-1anes) • Two (2) additional lanes between I-35 and North Riverside in existing 120 ROW. Exiting three (3) lanes installed by Hillwood, including necessary signalization. 11. N.Riverside Dr. (to S. Line of Residential) (4-lanes) • Four(4) lanes (6,400 LF) of divided roadway between Heritage Trace Parkway and North Tarrant Parkway. Approximately 50% of ROW by Hillwood. The remainder will require City and/or County acquisition. 12. Texas U-Turn on IH-35W at Heritage Trace Parkway • One (1) lane bridge on I-35W(NB to SB)at Heritage Trace Parkway. Improvement may not be required. Priority Regional Transportation Facilities The proposed infrastructure and development improvements outlined in this project plan meet the regional transportation facility priorities. 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OOD PROPOSED 120' ROW ROW TO 13E CONATE0 BY F JLLWOOO ROW TO BE DONATED NORTM7ARR14MY-jp CK 'vY. 13Y OTHERS ' N0lffH FORT WORTH PROPOSED • r F «3» IIHIHX:l • ou •• RESOLUTION PARTICIPATION IN CITY OF FORT WORTH TAX INCREMENT FINANCING REINVESTMENT ZONE #7- NORTH TARRANT PARKWAY TIF WHEREAS,the general laws of the State of Texas authorize governmental taxing entities to join other taxing jurisdictions in the establishment of a reinvestment zone under the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code (the "Act"), to provide incentive for the development and redevelopment of properties that might not be undertaken without such incentive; and WHEREAS,the Fort Worth City Council approved Ordinance No. 15774,dated December 9, 2003, establishing Tax Increment Financing Reinvestment Zone Number Seven, City of Fort Worth, Texas, in accordance with the Tax Increment Financing Act, to promote commercial and retail development of property in the Zone by providing for infrastructure improvements and the construction of public thoroughfares through the use of tax increment financing; and WHEREAS, in accordance with the requirements of the Act,the Fort Worth City Council has given all applicable notices to the Tarrant County Commissioners Court as to the City Council's establishment of the tax increment reinvestment zone and,through its appointed representatives,has made a formal presentation to the Tarrant County Commissioners Court regarding the reinvestment zone; and WHEREAS,the County has one representative to the Fort Worth Tax Increment Financing Reinvestment Zone #7 Board of Directors and said representative has participated in the development of the Project Plan and Financing Plan for the zone; and WHEREAS,the City of Fort Worth City Council has adopted the amended Project Plan and Financing Plan as submitted by the Reinvestment Zone Board of Directors,dated September 2005; and WHEREAS, the Tarrant County Commissioners Court recognizes that Tarrant County's participation in the creation of the tax increment reinvestment zone will have the desired effect of developing the area to the benefit of all taxing units which levy taxes in the proposed reinvestment zone. NOW, THEREFORE, BE IT RESOLVED: That the Tarrant County Commissioners Court hereby approves participation in the Fort Worth Tax Increment Financing Reinvestment Zone#7 and the payment into the tax increment fund of eighty percent (80%) of its collected incremental tax revenue (as set forth in the Agreement) produced by applying the County's tax rate to the incremental increase in the value of property located in the reinvestment zone, effective January 1, 2004 through December 31, 2019 or until $10,644,000 in cumulative County increment deposits have be made,or until all project costs,up to a maximum of$21,121,094 in 2005 net present value dollars,has been paid,whichever occurs first, in accordance with the terms of the attached Agreement; that the Agreement be and is hereby approved;that the County and its Commissioners Court hereby agree to enter into the Agreement as a party thereto; and the County Judge of the County or his designee be and is hereby authorized and directed to execute said Agreement on behalf of the County and its Commissioners Court substantially in the form attached hereto and carry out the terms thereof at the appropriate time(s). PASSED AND APPROVED, IN OPEN COURT,this 18th day of September, 2007. COURT ORDER NO. � Z�� B. Glen Whitley, County Ju e Roy C./Brooks Marti VanRavenswaay Commissioner, Precinct 1 Commissioner, Precinct 2 ary Fickes J.D. J son Commissioner,Precinct 3 Commissioner, Precinct 4 ATTEST: APPRO AS C unty Jerk Asst. f ict Attorney