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Contract 22347
U un JC 59 J NO, 19�b V STATE OF TEXAS § TAX ABATEMENT AGREEMENT BETWEEN COUNTY OF TARRANT § THE CITY OF FORT WORTH AND CITY OF FORT WORTH § FIRESTONE LIMITED PARTNERSHIP This Tax Abatement and Development Agreement (this "Agreement" ) is entered into by and between the City of Fort Worth, Texas (the "City" ) , duly acting herein by and through its Assistant City Manager, and Firestone Limited Partnership ( "Owner" ) , a Texas limited partnership. WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, on the 13th day of February, 1996, the City Council of the City of Fort Worth, Texas ( "City Council" ) adopted a Policy Statement : Tax Abatement for Qualifying Development Projects (the "Policy Statement" ) , attached hereto and incorporated herein as Exhibit "A" ; and WHEREAS, the Policy Statement constitutes appropriate "guidelines and criteria" governing tax abatement agreements to be entered into by the City as contemplated by the Texas Tax Code, as amended (the "Code" ) ; and WHEREAS, on the 13th day of August 1996, the City Council passed Ordinance No . 12621 (the "Ordinance" ) establishing Tax Abatement Reinvestment Zone No. 23 , City of Fort Worth, Texas, a reinvestment zone for residential tax abatement (the "Zone" ) , as authorized by Title 3 , Chapter 312 , Subchapter B, of the Code; and WHEREAS, Owner owns certain real property, more particularly described in Exhibit "B" attached hereto and incorporated herein by reference (the "Premises" ) , located totally within the Zone; and WHEREAS, on the 26th day of June, 1996, Owner submitted an application for tax abatement with various attachments to the City concerning the contemplated use of the Premises (the "Application" ) , attached hereto and incorporated herein as Exhibit "C" ; and WHEREAS, the contemplated use of the Premises, the Required Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development of said Zone in accordance with the purposes for its creation and are in compliance with the Policy Statement and the Ordinance and similar guidelines and criteria adopted by the City and all applicable law; and WHEREAS, the City Council finds that the terms of this Agreement, and the Premises and Required Improvements as defined herein in Section I .A. meet the applicable guidelines and criteria OFFICIAL RECORD T CR SECRETARY FT. WORM. TEX. heretofore adopted by the City Council, which are set forth in the Policy Statement; and WHEREAS, written notice that the City intends to enter into this Agreement, along with a copy of this Agreement will be furnished, in the manner prescribed by the Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the premises and the promises contained herein, do hereby contract, covenant and agree as follows : I. OWNER'S TAX ABATEMENT COVENANTS A. Owner shall construct, or cause to be constructed, on and within the Premises, improvements (the "Required Improvements" ) consisting of a minimum of 330 multifamily units and related facilities having an estimated cost upon completion, inclusive of site development, of Twenty-Four Million Two Hundred Thousand Dollars ($24, 200, 000) . Owner intends to develop the Required Improvements generally in accordance with the specifications submitted by Owner with the Application. The kind, number and location of the Required Improvements is more particularly described in the Application. As long as the conditions in the first sentence of this Paragraph I .A. are met and the Required Improvements are used for the purposes and in the manner described in the Application, variations in the Required Improvements from the description provided in the Application shall not be a breach of this Agreement as defined in Section VI . herein. B. Owner covenants that the Required Improvements shall be constructed and the premises shall be used in accordance with the description of the project set forth in the Application. The Owner covenants to substantially comply with and satisfy all of the provisions and requirements for the project as set forth in the Application, including but not limited to (i) the project description and location; (ii) the activities to be performed; (iii) the eligibility criteria for the project; (iv) the employment impact from construction including the number of construction jobs, payroll for the jobs, amounts to be spent with Fort Worth contractors, subcontractors, and Minority Business Enterprises and Women Business Enterprises; (v) the employment impact from permanent employment, including the number of new jobs, annual payroll for the jobs, and number of jobs to be held by Fort Worth residents; (vi) the cost and fiscal impact of the project; and (vii) the dollar amount and type of annual supplier and professional service contracts that will be awarded to 2 companies located in the City and with Minority Business Enterprises and Women Business Enterprises . C. As part of its obligations under Paragraph I .B. , Owner covenants that, in connection with operation of the facility located on the Premises, there shall be created a minimum of six (6) new full time jobs by the end of the term of the Abatement (as defined in Paragraph III.E. hereof) . Within the ten (10) year abatement period, sixty-seven percent (67%) of all jobs created in connection with operation of said facility shall be held by City residents . If prevailing conditions make it impossible for Owner to meet the requirements of this paragraph, Owner shall explain the reasons for Owner' s failure to meet such requirements and shall propose a recommended course of rectification. If the City Council finds that such failure was justified, the Council may modify the requirements of this paragraph. D. Owner covenants that (i) the Required Improvements shall comply with all applicable City building codes and ordinances, including, but not limited to, subdivision, building, electrical, plumbing, and fire prevention codes and ordinances; (ii) construction of the Required Improvements will be in accordance with all applicable federal and state laws and regulations; and (iii) throughout the Term of the Abatement, the Required Improvements shall be continuously operated and maintained for the purposes set forth herein so that the uses of the Premises shall be consistent with the general purposes of encouraging development or redevelopment of the Zone, except as otherwise authorized or modified by this Agreement. E. Prior to obtaining a final certificate of occupancy for the Required Improvements, Owner shall (i) demolish the existing structures located upon, and (ii) shall landscape in a neat and attractive condition in accordance with a P.D. site plan approved by the City Council, such portions of that property designated as Phase II on the Schedule of Development Phases attached hereto and incorporated herein as Exhibit D to which Owner has acquired title or control . Owner shall be permitted at no cost to deposit rocks, dirt, and other selected fill material from Phases I and II at a site near Meacham Field as designated by the City. Lumber, sheet rock and other similar type debris shall be disposed of at Owner's expense at a properly licensed landfill . Ii. GENERAL PROVISIONS A. The City has adopted guidelines and criteria governing tax abatement agreements for the City such that it can enter into this Agreement containing the terms set forth herein. B. Procedures followed by the City conform to the require- ments of the Code and the Ordinance, and have been and will be 3 undertaken in coordination with Owner' s corporate, public, employee, and business relations requirements . C. The Premises are not an improvement project financed by tax increment bonds . D. Neither the Premises nor any of the Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing units joining in or adopting this Agreement. E. This Agreement is subject to rights of holders of out- standing bonds of the City. F. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control . G. A portion or all of the Premises and/or Improvements may be eligible for complete or partial exemption from ad valorem taxes, as a result of existing law or future legislation. This Agreement is not to be construed as evidence that no such exemp- tions apply to the Premises and/or Improvements . III. ABATEMENT TERMS AND CONDITIONS A. The City hereby grants a tax abatement ( "Abatement" ) to Owner relative to the Premises and the Improvements, such Abatement to be subject to the following terms and conditions . B. The value of the Abatement on the Premises and the Improvements shall be the following portion of the increase in value of the Improvements on the Premises over the value on January 1, 1996, the year in which this Agreement is executed: One hundred percent (1000) of the increase in value from the construction of the Required Improvements . C. The Abatement shall apply only to taxes on the increase in value of the Premises due to construction of the Required Improvements and shall not apply to taxes on the land. D. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or Improvements . E. The term of the Abatement (the "Term" ) shall begin on January 1 of the year following the calendar year in which the final certificate of occupancy is issued by the City for all the Required Improvements (the "Beginning Date" ) and, unless sooner 4 terminated as herein provided, shall end on December 31 immediately preceding the tenth (10th) anniversary of the Beginning Date. Upon issuance of the final certificate of occupancy, City shall also certify that the Required Improvements have been completed in satisfaction of the terms of this Agreement. IV. ADDITIONAL TERMS AND CONDITIONS A. Construction of the Required Improvements, construction of off-site improvements within public right-of-way and the dedication of street right-of-way and pedestrian easements pursuant to a final approved plat and site plan shall serve as full consideration for the street rights-of-way vacated pursuant to Ordinance No. 12676 . B. City hereby grants Owner an irrevocable and perpetual right to construct, repair and maintain improvements over, across and on those portions of the drainage and sewer line, facilities and easements located within Phase I, Phase II, and Phase III property provided that such improvements are designed and constructed in such a manner so as not to impair the integrity or operation of the facilities located within such easements . Should it become necessary for the City to repair, replace, maintain, remove, enlarge, service or alter in any way the facilities lying in, on or under the Premises, City shall not unreasonably disrupt operations on the Premises and shall restore the Premises and any Improvements thereon to the condition in which same were found before such work was undertaken. In the event that the City desires to relocate a facility rather than repair, replace, maintain, remove, enlarge, service or alter said facility in its present location, Owner agrees to dedicate at no cost to the Ctiy the necessary easements for relocation of the facility at City' s expense; provided, however, that such relocation does not interfere with Owner' s development plan or improvements constructed. City shall be responsible to Owner, its successors and assigns, for any damage sustained to any real or personal property as a result of the negligent performance of such work. City agrees to cooperate with Owner and execute any documents required by Owner' s lender or prospective lender concerning placement, removal, maintenance, restrictions, and/or liabilities concerning such easements, any facilities located therein, and any responsibilities related thereto; provided that City shall not be required to execute any documents or enter into any agreements granting any greater rights or assuming any greater liability than set forth herein. The provisions of this Paragraph IV.B. shall survive the termination of this Agreement. 5 V. RECORDS AUDITS AND EVALUATION OF PROJECT A. The City shall have the right to review the financial condition of the project to determine compliance with this Agreement. The City shall annually (or at such other times deemed appropriate by the City) evaluate the project to insure compliance with this Agreement . Owner shall provide information to the City on a form provided by the City for the evaluation. The information shall include, but not be limited to, the following: (i) the number and dollar amounts of all construction contracts and subcontracts awarded on the project, specifying which companies are Fort Worth entities (to be provided quarterly during the construction period) ; (ii) the total number of employees who work on the Premises, their total salaries, the number of employees who reside in Fort Worth and their gross salaries . These jobs shall be reported in job classifications appropriate to the employees (to be provided annually) ; (iii) the gross dollars spent on supplier and professional service contracts, with detail sufficient to demonstrate the amounts by contract awarded and performed by Fort Worth individuals and entities (to be provided semi-annually) ; (iv) the dollar amount of contracts awarded to Minority Business Enterprises and Women Business Enterprises (to be provided annually) ; and (v) if the dollars or percentages do not equal the original or City Council modified requirements of this Agreement, the Owner shall explain the reason for the failure to meet the requirements and state a recommended course of rectification. B. The City shall make a decision and rule on the eligi- bility of the project for tax abatement based on the information furnished each year on or before August 1 of the taxable year and shall so notify the Owner. The City Council ' s decision on the matter shall be binding, final and not appealable, except for arbitrary and capricious acts and actions, gross negligence or willful misconduct, and any appeal shall be under the substantial evidence rule. C. During normal office hours throughout the Term of this Agreement, providing reasonable notice is given to Owner, the City shall have access to the Premises by City employees for the purpose of inspecting the Premises and the Required Improvements to ensure that the Required Improvements or repairs are made in accordance with the specifications and conditions of this Agreement and to verify that the conditions of this Agreement are 6 being complied with, provided that such inspection shall not interfere with Owner' s normal business operations . VI. BREACH A. In the event that (i) the Required Improvements for which an abatement has been granted are not completed in accordance with this Agreement or with the guidelines and criteria adopted by the City Council in the Policy Statement to govern this Agreement; or (ii) the schedule of Improvements listed in Paragraph I .B of this Agreement is not satisfied; or (iii) Owner allows its ad valorem property taxes with respect to the Premises, owed the City to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem property taxes; or (iv) Owner breaches any of the other terms or conditions of this Agreement except for the terms and conditions of Section VII, then Owner shall be in default of this Agreement (an "Event of Default" ) . Should an Event of Default occur, the City shall give Owner and any mortgagee of the Premises (Mortgagee) written notice of such Event of Default and if Owner or Mortgagee has not cured such Event of Default within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Event of Default is not reasonably susceptible of cure within such ninety (90) day period and Owner or Mortgagee has commenced and is pursuing the cure of same, then after first advising City Council of the efforts to cure same, Owner or Mortgagee may utilize an additional ninety (90) days . Time in addition to the foregoing 180 days may be authorized by the City Council . As liquidated damages for an Event of Default after the expiration of the applicable notice and cure periods, all taxes which otherwise would have been paid to the City for each year when an Event of Default existed, without the benefit of Abatement (after taking into account any applicable exemptions) , and penalties and interest thereon charged at the statutory rate for delinquent taxes as determined by Section 33 . 01 of the Code, as in effect at the time of the payment of such penalties and for each such year for which such taxes were abated, will become a debt to the City. Such amount shall be due, owing and paid to the City within sixty (60) days of the expiration of the above-mentioned applicable cure period(s) as the sole and exclusive remedy of the City, subject to any and all lawful offsets, settlements, deductions, or credits to which Owner or Mortgagee may be entitled. The parties acknowledge that actual damages in the event of default and termination would be specula- tive and difficult to determine. B. Notwithstanding the foregoing paragraph, if the City and Owner mutually determine that the development or use of the Premises or Required Improvements as contemplated herein is no longer appropriate or feasible or that a higher or better use is preferable, the parties may terminate this Agreement by a writing 7 signed by both parties, the period of Abatement shall expire as of the effective date of the termination, there shall be no recapture of amounts previously abated, and neither party shall have any further rights or obligations hereunder. VII. OWNER'S SUPPLEMENTAL COVENANT Owner covenants that it shall commence construction of the Required Improvements before June 1, 1997, and shall complete all of the Required Improvements on or before June 1, 2000 . Owner further covenants that during the term of this Agreement Owner shall commence development or shall cause development to be commenced on at least one commercial or residential improvement (the "Future Development" ) on a portion of that property (the "Future Development Property" ) designated as Phase II, Phase III or Potential Future Phases on the Schedule for Development Phases attached hereto and incorporated herein as Exhibit D. In the event that Owner, or any successor or assign of Owner, fails to commence construction of the Future Development on the Future Development Property on or before the last day of the term of this Agreement, such failure shall not constitute a breach of the Tax Abatement terms and conditions of this Agreement, but Owner, its successors and assigns shall owe to the City a sum equal to the sum total of taxes abated pursuant to this Agreement as liquidated damages for failing to comply with the supplemental covenant of this Article VII, which debt shall be evidenced by a note and secured by a deed of trust lien encumbering Phase II in form and substance reasonably satisfactory to the City. The City hereby agrees to subordinate its right to such lien to any lien providing financing for the construction of the Future Development. Further, such failure shall not be considered an Event of Default or a breach of the Tax Abatement terms and conditions of this Agreement . Nor shall such event require the repayment of taxes abated under this Agreement . VIII. EFFECT OF SALE ASSIGNMENT OR LEASE OF PROPERTY The abatement shall vest in Owner and prior to the issuance of a final certificate of occupancy for the Required Improvements cannot be assigned to a new owner of all or a portion of the Required Improvements without the prior approval of the City Council, which approval shall not be unreasonably withheld. Any voluntary assignment without approval shall be grounds for termination of this Agreement as it applies to the portion of property sold and the tax abatement hereunder upon ten (10) days written notice from the City to Owner and Mortgagee. Notwithstanding the foregoing provisions, however, Owner may pledge the Agreement and the Abatement to any Mortgagee of the premises or assign this Agreement and the . abatement to any 8 affiliated corporation, a majority of whose shares are owned by or under common ownership with Owner. Owner' s long-term (up to 99 years) lease of the Premises and the lessee' s construction of the Required Improvements shall not be a breach of this Agreement or grounds for termination hereof. After the issuance of a final certificate of occupancy for the Required Improvements, rights of the Owner hereunder may be assigned to any subsequent Owner of all or a portion of the Required Improvements, and the terms of this Agreement shall benefit and be an appurtenance to the Premises . IX. NOTICE All 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: OWNER: Firestone Limited Partnership c/o Jason Runnels 2305 Cedar Springs Road, Suite 208 Dallas, Texas 75201 CITY: City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 X. CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council at its meeting on the 8th day of October, 1996, by Council approving Mayor and Council Communication No . C-15692 authorizing the City Manager to execute this Agreement on behalf of the City. XI. OWNER AUTHORIZATION This Agreement was entered into by FIRESTONE LIMITED PARTNERSHIP pursuant to authority granted by the Board of Directors of its General Partner, whereby one or more officers of the general partner of FIRESTONE LIMITED PARTNERSHIP are authorized by corporate resolution to execute this Agreement on behalf of FIRESTONE LIMITED PARTNERSHIP; a certificate evidenc_ng such resolution and consent is attached hereto as Exhibit "E" . 9 XII. SEVERABILITY In the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. In the event that (i) the Term of the Abatement with respect to any property is longer than allowed by law, or (ii) the Abatement applies to a broader classification of property than is allowed by law, then the Abatement shall be valid with respect to the classification of property abated hereunder, and the portion of the Term, that is allowed by law. XIII. 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 default exists the nature of default and curative action, which should be under- taken to cure same) , 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(ies) to receive the certificates . XIV. OWNER STANDING Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordi- nances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation. XV. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas . Venue for any action under this Agreement shall be the State District Court of Tarrant County, Texas . This Agreement is performable in Tarrant County, Texas . 10 XVI. RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas . XVII. AMENDMENT This Agreement may be modified by the parties hereto to include other provisions which could have originally been included in this Agreement or to delete provisions that were not originally necessary to this Agreement pursuant to the procedures set forth in Title 3 , Chapter 312 of the Code. EXECUTED thi s s i kM day of 1996, by the City. EXECUTED this ��1 f�� day of 1996, by Firestone Limited Partnership. ATTEST: CITY F F T O H, TEXAS By c City Secretary Assistant Ci ty Manager APPR7a, D AS TO FORM AND LEGALITY; ��j �� 4 City Attorney Date: /.. ' /7 - /cG ATTEST: FIRESTONE LIMITED PARTNERSHIP a Texas limited partnership. By: Phoenix G. P. III, Inc . a T xas corporation it General Partner W, By: Jason P. Runnels Vice President 11 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Mike Groomer, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFFF"IICE this Z day of 1�11� 199®6�e�®�®®�® ��� / N ry Publi in and for ® 0 the State o Texas m a - � 4 '1460���- '° :Notary' s Printed Name ,© �, °fxPIR as 19 o/!'*4 Ay 29 My Commission Expires : ®Qa��666Y� STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Aso P. t2U.l�dNers , V(CE pg-ey 1ENt" of Firestone Limited Partnership, a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation as the president of Firestone Limited Partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2C'Pam!Ylb 1996 . Notary Public n and for SALLY the State of Texas UPY P4. ° Notary Public State of Texas comm. Expires 4-14-2000 Notary' s Printed Name MMM° My Commission Expires : 12 Exhibit "A" CITY OF FORT WORTH POLICY STATEMENT: TAX ABATEMENT FOR QUALIFYING DEVELOPMENT PROJECTS 2/13196 I. GENERAL PURPOSE AND OBJECTIVES Certain types of investment result in the creation of new jobs, new income and provide for positive economic growth and inner-city economic stabilization which is beneficial to the City as a whole. The City of Fort Worth is committed to the promotion of high quality development in all parts of the City and improvement in the quality of life for its citizens. The City of Fort Worth will, on a case-by-case basis, give consideration to the granting of property tax incentives to eligible residential, commercial, and industrial development projects. It is the policy of the City of Fort Worth that consideration of eligible projects will be provided in accordance with the guidelines and criteria outlined in this document. Texas law authorizes the City of Fort Worth to grant tax abatement on the value added to a particular property by a specific development project which meets the economic goals and objectives of the City, and the requirements of the statute (Vernon's Tax Code Ann. Section 312.001, et. seq.). As mandated by state law, this policy applies to the owners of real property. It is not the policy of the City of Fort Worth to grant property tax abatement to any development project for which a building permit has been previously issued by the City's Department of Development. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. Although all applications which meet the eligibility criteria(Section III.) of this policy statement will be reviewed, it is the objective of the City of Fort Worth to encourage applications from projects that: (a) are located in enterprise zones or other designated target areas; or (b) result in a development with little or no additional cost to the City; or (c) result in 1,000 or more new jobs, with a commitment to hire Fort Worth and inner city residents. II. DEFINITIONS "Abatement"means the full or partial exemption from ad valorem taxes on eligible properties for a period of up to ten 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 begun after the execution of the tax abatement agreement. Eligible properties must be located in a reinvestment zone. _i_ "Reinvestment Zone" is an area designated as such by the City of Fort Worth or State of Texas in accordance.with the Texas Property Redevelopment and Tax Abatement Act, Sections 312.001 through 312.209 of the Tax Code. "Residential Development Project" is a development project which proposes to construct or renovate multi-family residential living units on property that is (or meets the requirements to be) zoned multi-family as defined by the City of Fort Worth Zoning Ordinance. "Fort Worth Company" is a business which has a principal office located within the city limits of Fort Worth. "Minority Business Enterprise (MBE) and Women Business Enterprise (WBE)" is a minority or women owned business that has received certification as either a MBE or WBE by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation(TxDOT), Highway Division. "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). "Facility Expansion" is a new permanent real property improvement such as a building or buildings constructed to provide additional square footage to accommodate increased space requirements of a Fort Worth company. "Facility Modernization" is a new permanent real property improvement under taken to provide increased productivity for a new or existing Fort Worth company. "Supply and Service Expenses" are discretionary expenses incurred during the normal maintenance and operation activities of a business. III. ELIGIBILITY CRITERIA A. RESIDENTIAL PROJECT ELIGIBILITY A residential development project is eligible for property tax abatement if 1. The project is located in any of the following census tracts: 1002.02, 1010, 1011, 1016, 1017, 1018, 1019 (partial), 1025, 1028 (partial), 1029, 1030, 1031, 1033, 1035, 1036.01, 1037.01, 1038, 1040, 1041 (partial) (see Map- Exhibit"A"); AND 2. a. The project will construct or renovate no less than 50 residential living units of which no less than 20% shall be affordable (as defined by the U.S. Department of Housing and Urban Development) to persons with incomes at or below 80%of median family income; OR b. The project has a minimum capital investment of$5 million (excluding acquisition costs for land and any existing improvements). 2 III. ELIGIBILITY CRITERIA B. COMMERCIALRAIDUSTRIAL ELIGIBILITY 1. New Projects In order to be eligible for property tax abatement, a new commercial/industrial development project must satisfy one of the following three criteria: a. Upon completion will have a minimum capital investment of$10 million and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for full time employment.; OR b. Is located in the "inner city" (as identified on Exhibit "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of these inner city census tracts and commits to hire an agreed upon percentage of residents from an eligible inner city census tract(as identified on Exhibit"A") for full time employment.; OR C. Is located outside of the "inner city", has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit"A")for full time employment. 2. Existing Business Expansion and/or Modernization In order to be eligible for property tax abatement, a facility expansion and/or modernization by an existing commercial/industrial business a. Upon completion will have a minimum capital investment of$10 million.; OR b. Must result in increased employment for which the business commits to hire and retain an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for new, full time positions; AND C. Must have a minimum capital investment of(1) $500,000, OR (2) an amount equal to or greater than 25% of the appraised value, as certified by the appropriate appraisal district, of real property improvements on the property for the year in which the abatement is requested. C. PROOF TESTS 1. Building Permits No tax abatement will be granted to any development project which has applied for or received a building permit from the City's Department of Development. -3- 2. Evidence of Need for Tax Abatement The applicant must provide evidence to substantiate and justify the tax abatement request including (but not limited to) an analysis demonstrating the tax abatement is necessary for the financial viability of the project. IV. ABATEMENT GUIDELINES The tax abatement agreement must provide that the applicant: (1) Hire Fort Worth residents for an agreed upon percentage (at least 25%) of new full time jobs to be created and .make a good faith effort to hire 100% Fort Worth residents for all new jobs created as a result of the abatement, (2) Commit to hire an agreed upon percentage of Fort Worth residents from an eligible inner city census tract (as identified on Exhibit "A") for all new jobs created as a result of the project. The agreed upon percentage shall be determined by negotiation. (3) Utilize Fort Worth companies for an agreed upon percentage of the total costs for construction and Supply and Service Contracts, and (4) Utilize Minority and Women owned Business Enterprises (M&WBEs) for an agreed upon percentage of the total costs for construction and supply and service contracts in the manner provided in the City of Fort Worth's Minority and Women Business Enterprise ordinance. In addition to the above,the abatement must comply with the following guidelines: A. State law prohibits abatement of taxes levied on inventory, supplies or the existing tax base. City policy is not to abate taxes on personal property located within Fort Worth prior to the date of the tax abatement agreement. B. Unless otherwise specified in the agreement, the amount of the taxes to be abated shall in no event exceed the amount of the capital investment (as specified in the application) multiplied by the City's tax rate in effect for the year in which the calculation is made. C. In certain cases, the City may consider a tax abatement application from the owner of real property who serves as a landlord or lessor for a development project which meets the eligibility criteria of this section. D. The City may consider an application from the owner or lessee of real property requesting abatement of real and or personal property owned or leased by a certificated air carrier on the condition that the certificated air carrier make specific real property improvements or lease real property improvements for a term of 10 years or more. E. For an eligible development project to be considered for tax abatement, the "Application for Tax Abatement" form must be completed and submitted to the Office of Economic Development. -4- F. An application fee must accompany the application. The fee is calculated at the lesser of. (i) 1%of the project capital investment, or(ii) $15,000. If construction on the project is begun on the site specified in the application within a one (1) year period from the application submittal date (with or without a tax abatement), this fee shall be credited to any permit, impact, inspection or any other lawful fee required by the City of Fort Worth. If the project is not constructed on the site specified in the application or if construction takes place at the specified site more than one (1) year after the application submittal date, the application fee shall not be refunded or otherwise credited. G. If requested, the applicant must provide evidence that there are no delinquent property taxes due on the property on which the development project is to occur. H. The tax abatement agreement shall limit the uses of property consistent with the general purpose of encouraging development or redevelopment of the zone during the period that property tax abatements are in effect. I. Tax abatement may only be granted for projects located in a reinvestment or enterprise zone. For eligible projects not currently located in such a zone, the City Council may choose to so designate the applicant's property in order to allow for a tax abatement. J. The owners of all projects receiving tax abatement shall properly maintain the property to assure the long term economic viability of the project. V. PROCEDURAL STEPS Each request for property tax abatement shall be processed according to the following procedural guidelines. A. Application Submission: Provided that the project meets the criteria detailed in Section III of this policy, the Applicant must complete and submit a City of Fort Worth "Application For Tax Abatement" form (with required attachments) and pay the appropriate application fee. B. Application Review and Evaluation: The Economic Development Office will review the application for accuracy and completeness. Once complete, the application will be evaluated based on: 1. Types of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement package(s), transportation assistance, and any other. 2. Percent of new jobs committed to Fort Worth residents. 3. Percent of new jobs committed to Fort Worth"Inner City"residents. -5- 4. Percent of construction contracts committed to: a. Fort Worth based firms, and b. Minority and Women owned Business Enterprises (MBEs and WBEs). 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Women owned Business Enterprises (MBEs and WBEs). 6. The project's increase in the value of the tax base. 7. Costs to the City(such as infrastructure participation, etc.). 8. Other items which may be negotiated by the City and the applicant. Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Expanding Economic Opportunities Committee. C. Consideration by Council Committee Should the Economic Development Office present the application to the City Council's Expanding Economic Opportunities Committee, the Committee will consider the application at an open meeting. The Committee may: (1) 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 (2) Request modifications to the application. Economic Development 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 (3) 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. D. 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. E. 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. -6- VI. 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. VII. INSPECTION AND FINANCIAL VERIFICATION 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. VIII. EVALUATION 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 all affected taxing units. On or before March 31sf 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 deadline shall result in any taxes abated in the prior year being due and payable. IX. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY No tax abatement rights may be sold, assigned or leased unless otherwise specified in the tax abatement agreement. 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. l INNER CITY ELIGIBLE z CENSUS r ■■ + AREAS 4 .:-�.� .-, ♦. ® ® �at� Ftrli4l�,,sswsv'i;�ks..,c:! 1 k•,�r'+��'[ o��o����®��q®® ��cEE1�@ ttt@5t1® ,�nA@`iij,•1 +-`�•il�" " :��.w,,.G�a oo' °oee°toe.�trcr � ��a► ,vte►�a1 �-111c�'°E��w, ����� s=saFP:®r <I` O) ,�®®��P�'>R491j � 69��?3��\®1�,11z .ia'e■^ni//'/ � '�ar1P'oer.■�.a■iitllie•{��•��c����l��tE®cre■i/�� Eligible Census Areas �®'A r� 1 <�ooT �t.It�tal��� �.'`► .e� � �.r, 114W�II�r F�/l o r �aolrn€IIIttltt�l►� ��,iU �, . . •�*�1 t�►�+t�:amE**�) a AttltgtltttttfEler���� o� A � r Tax Abatement: vllimit , Eligible Census Areas till., �ri`'� - y�Ie�nni�tol8!►;y• �jE"-n=���-.� Eltl) %2i "Jil ��';i �►o�o �� h�®i`tA��i,�1 i n��r�.. . 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It ` - i ���. ��I�li"��♦i �Ii.,l •■. � 1� � 11111EIfi i � � at■1C w� j,t, �"�'� Rt �[ri � c®I� �,I®� � � t�511 i L _..) 1l,� @ N,'►pr• tj�� �� �♦.�� � �� ��.. B ® i�t !• E�` '� +tea !�� r•...-,.r� •� '.`�� ate++•—_-1--�;.i i �E�LF{��• ,�, �-- _T,! F,� ��P���1. r Exhibit `B" PROPOSED FIRESTONE/REILLY BROTHERS ADDITION Per Preliminary Plat 480,772sf. 11.037 acres PROPOSED BLOCK A Jennings West Addition Block 24 Block 17 (Tracts land 2) Block 16 (Tracts 1A, 2A, 3A, 6, 7, 8, 9) Street Vacations Lake Street (17,790 sf; length of 296.5'between W. 7th and W. 10th St) and 60'ROW Lexington Street (17,790 sf;length of 296.5'between W. 7th and W. 10th St.) and 60'ROW PROPOSED BLOCK B Rector Addition Block 5 (Tract 1, 2, 3, 4, 5, 6, B) PROPOSED BLOCK C J. P. Smith Addition Block 4R (Lot 1, Lot 2) Block 9 (Tract 5A, 6A, 7A, 7B) Block 3 Finley Addition Tracts A, B, C, D, E, F, G, H, I,J, K Street Vacation West Second Street (25,877 sf; extension length of 213' west of Henderson St and variable ROW) Conners Addition Tract 1R, IA) 5A Robinson Addition Tract 7 10/01/1996 13: 25 8173357437 DUNAWAY ASSOCIATES PAGE 02 15.78' 13.48Q'�7�' ` \ F A- 10'52'45' _\ R 440,00' L 83.55' G R 20.00' �\ 63.47' ---_-•--- 158.38' L - 3150' S 89'28*44' W S 89'28'44' W WEST FIFTH ; STREET Z � w 89'28'61• E � 10 .50' ---� ---- p 1� W vc WEST SEVENTH STREET w N 89'28'W E 209.51 -- —-- N 89'2a'44' E 219.03' Z � x o W U g z N -- S a928'44' W 71o.00, TENTH STREET AN EXHIBIT SHOWING FIRESTONE , PHASE I DUNAWAY ASSOCIATES, Inc. 'ieoo sec 'c1Ra�8s sm 100DB° SCALE 1' 150' Tp WOE'TIML9 76107 PH.(91T)896—ItQI 817)48o-218b t�2(e14)a8e-74!')' Exhibit it r . ;j , APPLICATION FOR RESIDENTIAL TAX'ABATEMENT 1. Applicant Information: Name _ Firestone Limited Partnership Address 2305 Cedar springs, Suite 208 City, State Zip Code Dallas Texas 75201 Telephone ( 214 ) 880 — 0350 ext. Fax ( 214 ) 880 — 0320 ext. Internet E-mail Address (if available): n/a Contact Person (include title/position) J. Blake Pogue, President Name of property owner Firestone Limited Partnership 2. Property Description Attach legal description or surveyor's metes & bounds description. 3. Current Appraised Value of Property Attach latest copy of property tax statement from the County Appraisal District. 4. Attach a brief description of the project including: number of units to be con- structed , number of units to be renovated, size of units, number of affordable housing units (if applicable), rental rates per unit, amenities, etc. 5. Project Description A. Cost of construction $ 21,028,000 +/_ 10% C. Site Development (parking, fencing, landscaping, etc.): 1. Type of work to be done 2. Projected costs $ 750,000 +/- 10% B. Personal Property: Value of furnishings, office equipment, etc. $ 5oo,000 +/_ 10% 6. Project Construction: A. What percent of the construction costs (5A.&B. above) will you commit to spend with: 1. Fort Worth businesses? minimum 25-30% with a goal of 50% 2. Minority and Women owned Business Enterprises? 20 % B. When will construction start? 06/97 end? 06/00 C. How many construction jobs will be created? 150 D. What is the estimated payroll for these jobs? $3,500,000 7. Employment A. How many new full time jobs will be created? 6 B. What percent of 7A. will be filled with: 1. Fort Worth residents? 67 % 2. Inner City residents? 30 % C. Attach a description of the jobs to be created (technician, engineer, machinist, etc.), task(s) to be performed by each, and wage rate for each classification. D. Attach a brief description of the employee benefit package(s) offerred (ie. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. 8. Regarding supply and service expenses (ie. landscaping, office or manufacturing supplies, janitorial services, etc.): A. What is the annual amount of non-sole source supply and service expenses? 300,000 B. What percentage of 8A. will be committed to Fort Worth businesses? 70 % C. What percentage of 8A. will be committed to Minority and Women Owned Businesses? 20 % 9. Is the property appropriately zoned for this project? 10. Is the property platted? If yes, will replatting be necessary? 11. Attach a description of any environmental impacts associated with this project. 12. Attach a description of any direct benefits to the City of Fort Worth as a result of this project (le. sales tax, inventory tax, development fees, etc.) 13. Do you intend to pursue abatement of: County taxes? © Yes O No School taxes? © Yes O No 14. What level of abatement do you request: Years? _ 10 Percentage? 100% 15. On an attachment, explain why tax abatement is necessary for the success of this project. Include a business pro forma or other documentation to substanti- ate your request. On behalf of the applicant, I certify the information contained in this application (including all attachments) to be true and correct. I further certify that, on behalf of the applicant, I have read the "Policy Statement:Tax Abatement For Qualified Development Projects" and agree to comply with the guidelines and criteria stated therein. me Title Date Question "2" PROPOSED FIRESTONE I REILLY BROTHERS ADDITION Per Preliminary Plat 480,772sf. 11.037 acres PROPOSED BLOCK A Jennings West Addition Block 24 Block 17 (Tracts land 2) Block 16 (Tracts IA, 2A, 3A, 6, 7, 8, 9) Street Vacations Lake Street (17,790 sf; length of 296.5'between W. 7th and W. 10th St) and 60'ROW Lexington Street (17,790 sf;length of 296.5'between W. 7th and W. 10th St.) and 60' ROW PROPOSED BLOCK B Rector Addition Block 5 (Tract 1, 2, 3, 4, 5, 6, B) PROPOSED BLOCK C J. P. Smith Addition Block 4R (Lot 1, Lot 2) Block 9 (Tract 5A, 6A, 7A, 7B) Block 3 Finley Addition Tracts A, B, C, D, E, F, G, H, I,J, K Street Vacation West Second Street (25,877 sf; extension length of 213' west of Henderson St and variable ROW) Conners Addition Tract 1 R, 1A) 5A Robinson Addition Tract 7 10/01/1996 13: 25 8173357437 DUNAWAY ASSOCIATES PAGE 02 4, 1 �. 15.44W 32. N OS 10'52'45' \ R 440,00' 3 G=IR 20.00'45"SB'S6' 63.47' —--_-•—_- 156,38, L - 33.50' S 89'2a'44' W S 84'28'44' W WEST FIFTH 3 STREET g cnnZF E+ 9 w 59'28'61" E � 10 so' — _�_.-- G C W E. 3 WEST SEVENTH STREET w N 89'28'44' E 209.51 _— N 89'2W44' E 219.03' A E.7 o a � W ' -- S a9'28'44' W 710.00' TENTH STREET AN EXHIBIT SHOWING FIRESTONE , PHASE I DUNAWAY ASSOCIATES, Inc. e11601 Luc m a�' VI 1OeD SCALE 1' = 150' "17? PH.(814)$8b-11 g1 11rri8[H81'7KB�-E186 >ralr�e»)sae-� Question "3" TAX VALUE FIRESTONE FORT WORTH, TEXAS 1995 1996 Name Acreage Cad # Final Value Final Value Carvey .147 06703631 26,784 .114 02776804 19,824 deleted acct for `96 .094 02776812 16,296 deleted acct for `96 .187 02776820 33,592 deleted acct for `96 .142 02777010 24,820 deleted acct for `96 .118 02777061 22,350 deleted acct for `96 .118 02777088 21,600 deleted acct for `96 .118 02777096 20,600 deleted acct for `96 .370 02777118 64,500 deleted acct for `96 .327 02777126 57,200 deleted acct for `96 .157 04701771 28,308 deleted acct for `96 1.58 06708623 278,522 1.727 309,090 305,306 Meador .275 01456210 68,646 87,469 .918 01456245 292,857 314,444 .367 01456253 83.330 93,320 1.56 444,833 495,233 01456261 501 501 .225 02327651 49,980 53,900 .346 02327686 102,799 102,799 .298 04325249 68,356 68,356 .149 04325257 33,310 35,740 1.018 254,946 261,296 Nix .258 01456164 165,984 175,116 .194 01456180 50,760 50,760 .051 01456229 13.200 13,200 .503 229,944 239,076 McKay 1.331 01456474 138,400 152,900 01456482 501 501 1.331 06601332 138,400 152,900 2.662 277,301 306,301 Evans .220 02327678 126,685 112,291 1995 1996 Name Acreage Cad # Final Value Final Value Record .115 00936545 20,000 20,000 .115 00936553 20,000 20,000 .115 00936561 20,000 20,000 .413 02776790 73,000 73,000 .758 133,000 133,000 Gilula .153 02777134 26,640 26,640 Roberts .154 00936588 63,076 59,963 Nguyen .262 02777142 129,514 129,514 Higgins .344 01456237 187,980 183,504 Gordon .169 00618349 26,640 26,640 Lane .091 00936650 19,000 19,000 .109 00936626 16,000 16,000 .114 00936596 19,403 19,403 .314 54,403 54,403 Boswell .119 00936669 20,000 20,000 .110 00936642 20,900 20,900 .126 00936634 20,200 20,200 .169 00936618 26,000 26,000 .524 87,100 87,100 11.699 Question "4" FIRESTONE EXECUTIVE SUMMARY PROPERTY/ LOCATION 11.037 acres located at the intersection of Henderson Street and 7th Street in downtown Fort Worth, Texas DEVELOPER Phoenix Property Company NO. OF UNITS 350 luxury "Brownstone" apartment homes BUILDING DATA Three and four-story "Brownstone" apartment buildings incorporating one and two bedroom units averaging 866 square feet. Other improvements will consist of a clubhouse, pool, jacuzzi, exercise room, business center and controlled access gates. PARKING 525 parking spaces including 26 direct access garages and 111 covered parking spaces ARCHITECT BGA Architects PROJECTED START October 1996 PROJECTED COMPLETION March 1998 LEASE UP PERIOD August 1997 - September 1998 PROJECTED COSTS $25,778,000 FIRESTONE APARTMENTS PROJECTED RENTAL INCOME AUGUST 1998 Unit #of Total Unit Total Monthly Unit Type Area Units Area Rent Rent Rent/Sf 1 BR/1 BA Al 641 38 24,358 730 27,740 1.14 1 BR/1 BA A3 806 25 20,150 920 23,000 1.14 1 BR/1 BA A5 1038 13 13,494 1,090 14,170 1.05 1 BR/1 BA 131 1045 12 12,540 1,100 13,200 1.05 2 BR/2 BA B2 1104 25 27,600 1,140 28,500 1.03 2 BR/2 BA 134 1515 13 19,695 1,650 21,450 1.09 Total Block"A" 935 126 117,837 1,016 128,060 1.09 1 BR/1 BA A2 650 27 17,550 740 19,980 1.14 1 BR/1 BA A4 800 27 21,600 910 24,570 1.14 2 BR/2 BA 131 1045 20 20,900 1,090 21,800 1.04 Total Block"B" 811 74 60,050 897 66,350 1.10 1 BR/1 BA Al 641 50 32,050 730 36,500 1.14 1 BR/1 BA A3 806 26 20,956 920 23,920 1.14 1 BR/1 BA A4 800 30 24,000 890 26,700 1.11 2 BR/2 BA 131 1045 14 14,630 1,100 15,400 1.05 2 BR/2 BA 132 1104 24 26,496 1,140 27,360 1.03 2 BR/2 BA 133 1200 6 7,200 1,250 7,500 1.04 Total Block"C" 836 150 125,332 916 137,380 1.10 Total/Average 866 350 303,219 948 331,790 1.09 Question "611 ACTION PLAN: FORT WORTH CONTRACTORS DISADVANTAGED BUSINESS ENTERPRISES Phoenix Property Company will provide every opportunity for local contractors and Disadvantaged Business Enterprises to participate in the development of Firestone. We have compiled a contractor list and DBE list from which bid packages in the relevant trades will be sent. Further, Phoenix will place advertisements / invitations to bid in the largest locally-circulated publications giving notice to potential contractors and suppliers of the development. Phoenix has notified both the Hispanic and the Fort Worth Metropolitan Black Chambers of Commerce of the project and potential opportunities for DBE and local contractors. We have been advised that the Chambers will also distribute our invitation to bid directly to their respective membership. Phoenix Property Company 's goal is for 50% of the construction dollars to be spent in the Fort Worth community. At this time our commitment is 25% to local contractors. Disadvantaged Business Enterprises would be allocated 20% of the construction dollars along with ongoing supplies and services after, the project is completed. Question "T' y � 0 '� y � rn > > �- � �. � crq crq � � �- � � rD m V V 0 0 0 0 0 Ul U7 U7 U7 0 0 0 0 0 0 0 ~ O n �j 110 CNTI V 0000 00 00 00 in x i-•� A C� N DD N W O O V N �-c N d\ U7 OC;,N C;*N W ON 0 O 0 C-, U7 ►-- Go O.\ \�O \,O V N P A N Ul O w w W \�OFj N W 00V V O Ul 0000 N F-' N W N N N W U7 \,O W 00 � O� aN 00 57 Ul N Ul 00 ►A W N 00 V � a\ � r-� �, ...........................ai 0 en Cholcc�- PPO ...................................................................................................................................................... . . .. ... .::.. . . . Summary of Medical Benefits Effective June 1, 1996 Plan Feature PPO Benefits Non-PPO Benefits Calendar year deductible $200 per person; $400 per person; $400 per family $800 per family Your share after the deductible You pay 10%for most covered You pay 35%for most covered medical expenses medical expenses Out-of-pocket maximums $1,250 per person; $2,250 per person; $2,500 per family $4,500 per family Lifetime maximum Combined maximum of$1,000,000 per person benefit Doctor's office visits You pay$20 per visit(with no You pay 35%after the calendar calendar year deductible),the year deductible,the plan pays plan pays the rest 65% Well baby care You pay$20 per visit,the plan Not covered pays the rest Laboratory fees' You pay 10% after the calendar You pay 35%after the calendar year deductible,the plan pays year deductible,the plan pays 90% 65% Prescription drugs You pay$10 per generic You pay 35%after the calendar prescription and$20 per name year deductible,the plan pays brand prescription,the plan pays 65% the rest for prescriptions filled at a preferred pharmacy Inpatient hospital care After you pay the calendar year After you pay the calendar year for illness, accident or surgery' deductible and a$100 hospital deductible and a$200 hospital admission deductible,the plan admission deductible,the plan pays 90%. pays 65%. Emergency medical care You pay$50 for each hospital You pay 35%after-the calendar emergency room visit year deductible,the plan pays 65% Aetna Health Plans 10.43.032 DELTA DENTAL P Summary of Benefits Effective June 1 , 1996 Group # 4354 Mail Claims To: Delta Dental Plan 3405 Piedmont Road NE, Suite 400 Atlanta, GA 30305 1-800-521-2651 Plan Features Be e " Deductible: Individual $50 (per calendar year) Family $100 Services: Diagnostic & Preventative * 100% Basic Services 80% Crowns 50% Prosthodontics 50% Orthodontics 50% Dental Accident 100% Maximum: Individual $11000 (per calendar year) Orthodontics $2,500 (Lifetime) * Deductible not applicable. Please refer to your Group Dental Benefits Summary Plan Description for more details. ............................ A IRM Aetna Pharmacy Management June 1, 1996 Special Prescription Drug Expense Coverage At a Preferred Pharmacy you pay: $10 per generic prescription; $20 per name brand prescription; then the plan pays 100%. At a non-preferred pharmacy you pay: 35%, after you pay the calendar year deductible; the medical plan pays 65% of reasonable and customary charges for prescription drugs. Benefit Amount After you pay the appropriate copay at a Preferred Pharmacy, the total benefit is determined by: • the Preferred Pharmacy; and • Aetna, Any amount so determined will be paid to the Preferred Pharmacy on your behalf. All prescriptions will be filled with generic equivalents unless: • there is no generic equivalent; • the Preferred Pharmacy is unable to supply the generic drug at the time the prescription is filled, or; • the prescriber has indicated "dispense as written" on the prescription; or, • you request a brand name prescription when a prescriber has not indicated "dispense as written." In this case, you will be responsible for paying the pharmacy the brand name copay plus the difference between the cost of the brand name prescription and the generic equivalent. Limitations - No Benefits are Paid: • For a device of any type unless specifically included in the definition of a prescription drug. • For appetite suppressants. • For cosmetic drugs (e.g., Rogaine). • For immunization agents (e.g., routine or travel related). • For all injectable agents except insulin, Sumatriptan(Imitrex) -up to a maximum of 48 dispensing kits per year, and bee sting kits. • For contraceptive drugs, except oral contraceptives. • For drugs determined by Aetna to be experimental or still under clinical investigation by health professionals. • For any "over the counter" drugs (non-prescription). Aetna Health Plans 12.43.031(5/95) Limitations - No Benefits are Paid (continued) • For prescription drugs also obtainable "over the counter" (non-prescription). • For any drug entirely consumed at the time and place it is prescribed. • For the administration or injection of any drug. • For more than a 30 day supply per prescription or refill. • For any smoking cessation aids or drugs. • For any refill of a drug if it is more than the number of refills specified by the prescriber. Aetna, before recognizing charges,may require a new prescription or evidence as to the need if the prescriptions or refills appear excessive under accepted medical practice standards. • For any refill of a drug dispensed more than one year after the latest prescription for it or as permitted by the law of the jurisdiction in which the drug is dispensed. • For any drug provided by or while the person is an inpatient in any healthcare facility; or any drug provided on an outpatient basis in any such institution to the extent benefits are payable for it under any other part of this Plan. An Explanation of Certain Terms Prescription Drugs • A drug, biological, or compounded prescription which, by Federal Law: may be dispensed only by prescription and which is required to be labeled "Caution : Federal Law prohibits dispensing without prescription." • Injectable insulin, disposable needles and syringes and disposable diabetic supplies. Participating Agreement • An agreement between Aetna and a pharmacy with terms regarding payment for prescription drugs dispensed under the agreement. Pharmacy • An establishment where prescription drugs are legally dispensed. Preferred Pharmacy • A pharmacy, which is party to an agreement with Aetna to dispense drugs to persons covered under this plan, but only: • while the participating agreement remains in effect; and • when such a pharmacy dispenses a prescription drug under the terms of its participating agreement with Aetna. Non-Preferred Pharmacy • A pharmacy not a party to a participating agreement with Aetna, or a pharmacy who is party to such a participating agreement but who does not dispense prescription drugs in accordance with its terms. Prescriber • Any person, while acting within the scope of his or her license, who has the legal authority to write an order for a prescription drug. Prescription • An order of a prescriber for a prescription drug. If it is an oral order, it must be promptly put in writing by the pharmacy. Generic Prescription Drugs or Medicines • A prescription drug which is not protected by trademark registration, but is produced and sold under the chemical formulation name. Question All property described in item no. 2 has been approved for rezoning to a PDSU-for all uses allowed in "H' Central Business District but limited to 12 stories There were also other requirements established by the City Council concerning the Firestone Building. This zoning was approved by the City Council but the ordinance is not effective until the title transfer to Phoenix or its affiliates. DUNAWAY ASSOCIATES, INC. ENGINEERS - PLANNERS - SURVEYORS MEMORANDUM � TO: Distribution List in File DATE: Au gust 28, 1996 Job No. 811.9501703 RE: Firestone - Revised Preliminary Plat FROM: Jim Dunaway VA: TOH-E Mail TSG-E Mail JED - E Mail TAB This afternoon the City of Fort Worth Planning Commission unanimously approved PP-96-031 and VA-96-042 which were requests of Phoenix Property Company to vacate the remaining portion of Second/Lake north of Fifth St. and also to revise a preliminary plat which incorporated all of the Phase I and Phase II property. The only issue that is outstanding and needs to be resolved during the design period is the right-of- way and/or 5-foot pedestrian easement along Henderson St. The Park Department feels like they made this request originally as a part of the original preliminary plat. I indicated that it was my understanding that all of this discussion concerned the 5-foot strips along Seventh St. but this is what I would propose to them. I propose that we seek to vacate the excess right-of-way along Henderson St. If we're successful in vacating that right-of-way, we will allow a 5-foot access easement along the property's frontage on Henderson. If we are not successful in vacating the excess right-of-way on Henderson St., we would leave that excess right-of-way to be the pedestrian way and we would not do any further 5-foot easement on the northern portion of the project north of old Second St. The Park Department may still want 5-foot easement up on the north part of the project, but at this time that would not be the case. There is no further action or hearings on the preliminary plat and the street vacation request will go to City Council in approximately 3-4 weeks. If anyone should have any questions, please call. JRD:gg H:\WP\95\9501703\082896M1.JRD dist: Blake Pogue Jason Runnels James Wade Johnny Guest Mike Reilly Winn Adams 1501 MERRINIAC CIRCLE e SUITE 100 • FORT WORT11.TEXAS 76107-6572 • (817):3:35-1121 • METRO(817)429-31:35 FAX (817):3:35-7-1:37 City Plan Commission -- 8/28/96 Development Review Committee --8/22/96 Staff Information Report --Page 1 PP-96-031 PP-96-031 FIRESTONE /REILLY BROS. ADDITION, 13.179 ACRES (North of West Tenth Street and west of Henderson Street) GENERAL INFORMATION APPLICANT Phoenix Property Company SURVEYOR/ENGINEER/PLANNER Dunaway and Associates LOCATION/AREA Southwest corner of West Seventh and Henderson/ 13.1 acres SECTOR/DISTRICT Central Business EXISTING ZONING/LAND USE "PDSU" Planned Development/Specific Use District, "J" Light Industrial District/ commercial PROPOSED ZONING/LAND USE "PDSU" Planned Development/Specific Use District /multi-family ADJACENT ZONING/LAND USE NORTH- "J" Light Industrial District /vacant EAST - "J" Light Industrial District/ church SOUTH- "J" Light Industrial District / commercial WEST - "J" Light Industrial District / commercial PHYSICAL ENVIRONMENT No distinguishing features ACCESS AND CIRCULATION Access to the subject property is from the westside of Henderson and the northside of West Seventh. IMPACT ANALYSIS This plat is in the Central Business District. Final plans for projected dwelling units and resultant residents are in progress. ADJACENT PLANS AND PLATS None City Plan Commission -- 8/28/96 Development Review Committee --8/22/96 Staff Information Report --Page 2 PP-96-031 PLAN CONFORMANCE AND DESIGN CONSIDERATIONS SECTOR/DISTRICT PLAN The land uses proposed in this plat are in conformance with the Downtown Strategic Action Plan which indicates this location as Tier H housing. SEC. 103. 2 SUBDIVISION ORD. MASTER THOROUGHFARE PLAN In Conformance None of the streets shown on the plat are elements of the Plan. SEC. 401. A. paras. 1 & 2, PLAN COMMISSION RULES & REGULATIONS TRAFFIC CIRCULATION In Conformance The streets shown on the plat provide adequate circulation for the proposed multi-family use. SEC. 401. A. 5, PLAN COMMISSION RULES & REGULATIONS COMMENTS AND REQUIREMENTS In addition to the standard Subdivision Regulations comments, the following comments have been submitted: No additional comments submitted. Preliminary Plat Requirements In addition to the requirements outlined in Section 302 of the City Plan Commission Rules and Regulations, the Preliminary Plat shall include: STREET DESIGN: (1) Assurance that all internal and abutting street alignments. street radii, horizontal curvature, intersections, right-of-way widths, median openings and cull-de-sac are designed in accordance with Transportation and Public Works design criteria and City Plan Commission Rules and Regulations. City Plan Commission -- 8/28/96 Development Review Committee --8/22/96 Staff Information Report -- Page 3 PP-96-031 PLAT FACE AMENDMENTS NONE PARK (2) PACSD requests that an additional five (5) feet of right-of-way be required along each side of 7th Street and along the west side of Henderson Street up and beyond the right-of- way requirements as outlined by the Department of Transpo rtation/Pub lie Works. This additional parkway/public space would facilitate a wider pedestrian corridor and improved opportunity for street tree planting. This wider than typical parkway would serve the residents of the Firestone/Reilly Brothers addition, future land developments in the area, and the general public. Opportunities for City participation in street tree planting should be explored as revisions to the site occur. This action would insure that linkage of this development occurs with the Central Business District and the Trinity River corridor, as per the CBD master plan. DRAINAGE NONE UTILITY SERVICES (3) Delineation of existing and proposed utility, public open space, street light and drainage easements where applicable. Final Plat Requirements In addition to the requirements outlined in Section 303 of the City Plan Commission Rules and Regulations, the Final Plat shall include: STREET DESIGN (1) Dedication of right-of-wa_y for all street alignments, including horizontal curvature, street radii, median openings and curb radii, intersections and cuts-de-sac in accordance with Transportation and Public Works design criteria and City Plan Commission Rules and Regulations. (2) Provision of adequate sight distances at all intersections, including final approval by Transportation and Public Works Department. City Plan Commission -- 8/28/96 Development Review Committee --8/22/96 Staff Information Report -- Page 4 PP-96-031 PLAT FACE AMENDMENTS (3) Dedication of utility, public open space, street light, and drainage easements where required. (Water Department requires the following easements: 1. Provide 15-feet wide easements for water lines less than 16-inch and the sewer lines less than 18-inch. 2. Provide 50-foot wide easements for the 36-inch water main and the 18-inch sewer M-15. Exact locations to be verified at time of final platting.) (4) Please add the following note to the plat: " The impact fee to be assessed for water and wastewater service shall be in accordance with Schedule 1 Water and Wastewater Impact Fee Assessment Schedule of Ordinance#10871 of the City of Fort Worth dated July 2, 1991. (5) Provision of all property dimensions and bearings. DRAINAGE NONE PARK (6) PACSD requests that an additional five (5) feet of right-of-way be required along each side of 7th Street and along the west side of Henderson Street up and beyond the right-of- way requirements as outlined by the Department of Transportation/Public Works. This additional parkway/public space would facilitate a wider pedestrian corridor and improved opportunity for street tree planting. This wider than typical parkway would serve the residents of the Firestone/Reilly Brothers addition, fijture land developments in the area and the general public. Opportunities for City participation in street tree planting should be explored as revisions to the site occur. This action -would insure that linkage of this development occurs with the Central Business District and the Trinity River corridor, as per the CBD master plan. City Plan Commission -- 8/28/96 Development Review Committee --8/22/96 Staff Information Report -- Page 5 PP-96-031 OTHER (7) Provision of a Community Facilities Agreement with provision for the extension of water, sewer, street lights, fire hydrants, public and private roadways, and drainage improvements as necessary to serve the subject property. (8) Acceptable arrangements must be made for mail deliveries (contact U. S. Postal Service). City Plan Commission -- 8/28/96 Development Review Committee-- 8/22/96 Staff Information Report--Page 1 VA-96-042 VA-96-042 STREET RIGHT-OF-WAY VACATION: SECOND STREET (North of West Fifth Street west of Henderson Street) APPLICANT: Dunaway Associates, Inc. PURPOSE: Replat with adjoining land STATUS: Paved street ZONING OF ADJOINING PROPERTY: "J" Light Industrial District and "PDSU' Planned Development/Specific Use District TECHNICAL ANALYSIS The purpose of this request is to vacate a 17,867 square foot section of right-of-way dedicated for Second Street. The subject street right-of-way is situated adjacent to Block 9, Lots 6A, 7A and 713, and Block 4R, Lot 1, J. P. Smith Addition; Lots I, H, G and 1R, Finley Addition; Lot 9AR, Conners Subdivision, and Lots 5A& 5B, R. L. Carlocks Addition. The subject street, acquired by dedication, contains water and gas facilities. The entities responsible for maintenance of these facilities require easements and arrangements for entry into the vacated right-of-way for maintenance purposes. In addition to the standard requirements, the following comments have been submitted: No additional comments submitted. Reviewing City departments and private utility companies have raised no objection to this request, subject to the following: (1) The vacated right-of-way be replatted with adiacent property, and include assurance of legal access to publicly dedicated right-of-way- for any separately platted property. (2) The required replat include dedication of required utility easements for all existing and proposed facilities, including water, sanitary sewer, electric, gas, and telephone utility facilities, unless other satisfactory arrangements are made, including relocation at the applicant's expense. Vacated right-of-way or a portion thereof shall be retained as a drainage easement if it is found that public water is traversing the proposed vacated right-of-way, or if the proposed vacated right-of-way contains drainage facilities. t R City Plan Commission -- 8/28/96 Development Review Committee-- 8/22/96 Staff Information Report--Page 2 VA-96-042 (3) The vacated right-of-way be physically closed with standard curb and gutter, unless standard driveway approaches are approved and constructed or other satisfactory arrangements are made. (4) Payment of the fair market value (contact Real Property Management at 817/871-8371). (5) Written consent from all property owners abutting the street and/or alley rights)-of-way proposed to be vacated, with such written consent to be submitted prior to further processing of this request. (Specifically Lots 5A& 5B, R. L. Carlocks Addition) CITY OF FORT WORTH , TEXAS _ DEPARTMENT OF DEVELOPMENT 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 May 17, 1996 Mr. Jason Runnels Phoenix Property Company 2305 Cedar Springs #208 Dallas, Texas 75201 Dear Mr. Runnels, This letter is to serve as confirmation that the property designated as the Phoenix project on West 7th Street (see outlined property on attached map) has been approved by the City Council as a "PD" Planned Development zoning for use as a mixed use development of commercial and apartments. As outlined in the letter by Mr. Jim Dunaway on April 29, 1996, the zoning approval is subject to conditions. When verification of compliance with those conditions has been received, the required ordinances will be filed with the City Secretary. If there are any further questions, please call me at 817-871-8043. Sincerely, r J n A. Garfield, AICP xecutive Secretary, Zoning Commission JAG:rj DUNAWAY ASSOCIATES, INC. ENGINEERS • PLANNERS • SURVEYORS DAI No. 0811.9501700 April 29, 1996 Mr. Blake Pogue Phoenix Property Company 2305 Cedar Springs #208 Dallas, Texas 75201 RE: Zoning Ordinance Dear Blake: Per your request, I contacted the City of Fort Worth and got a copy of the zoning ordinance which was passed by the City Council back in the fall of 1995. There were actually two zoning ordinances passed. Marcella Olsen, the Assistant City Attorney, says they are both identical except for the legal description information. Please note that obviously there are conditions placed on it, but nowhere in the document does it have a drop dead date for your zoning. It simply indicates, in paragraph three, you will file deed restrictions on the Firestone building, and in paragraph six, the zoning ordinance shall be filed when proof that title has changed hands has been delivered by Phoenix to the City. So, as far as I can tell, let's press on. You may want to have your own attorney call Marcella Olsen if you have any questions, but it seems to be pretty clear. Give me a call if you have any questions. Very truly yours, DUNAWAY ASSOCIATES, INC. Ja es R. away, Jr., P.E. Pre 'dent .1xD:ca EAWP\95\9501700\042996L 1 JRD 1501 MERRIMAC CIRCLE • SUITE 100 0 FORT WORTH,TEXAS 76107-6572 • (817)335-1121 • METRO(817)429-2135 « FAX(817)335-7437 :a ORDINANCE NO. sUBiECT TO REVISION AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE, ORDINANCE NO. 3011, AS AMENDED, SAME BEING AN ORDINANCE REGULATING AND RESTRICTING THE LOCATION AND USE OF BUILDINGS, STRUCTURES, AND LAND FOR TRADE, INDUSTRY, RESIDENCE OR OTHER PURPOSES, THE HEIGHT, NUMBER OF STORIES AND SIZE OF BUILDINGS AND OTHER STRUCTURES, THE SIZE OF YARDS AND OTHER OPEN SPACES, OFF-STREET PARKING AND LOADING, AND THE DENSITY OF POPULATION, AND FOR SUCH PURPOSES DIVIDING THE MUNICIPALITY INTO DISTRICTS OF SUCH NUMBER, SHAPE AND AREA AS MAY BE DEEMED BEST SUITED TO CARRY OUT THESE REGULATIONS AND SHOWING SUCH DISTRICTS AND THE BOUNDARIES THEREOF UPON "DISTRICT MAPS"; PROVIDING FOR INTERPRETATION, PURPOSE AND . CONFLICT; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY CLAUSE; PROVIDING FOR PUBLICATION AND NAMING AN EFFECTIVE DATE. SECTION 1. That Ordinance No. 3011 , as amended, be and is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed, and amended as follows: Z-95-101 Lot 1 , Block 5, Rector Addition, Lot J, Finley's Addition From "J" Light Industrial to "PD/SU" Planned Development/Specific use for the uses contained in the "H" Business District with a height limit of 120', subject to the following conditions: (1 ) Phoenix Property Company of Texas, Inc., and its successors and assigns shall use the Firestone Service Store located at 1001 West Seventh Street in connection with development of the project and shall rehabilitate the Firestone Service Store in a manner consistent with the historic character of the structure; (2) Neither Phoenix Property Company of Texas, Inc. nor'its successors or assigns shall demolish the Firestone Service Store in its entirety or destroy any part of the structure which would permanently impair the structural, historic or architectural integrity of such structure, or permit any third party under their control to do so; Z-95-101 (Continued) (3) Phoenix Property Company of Texas, Inc. or its successors or assigns shall file a restrictive covenant prohibiting demolition of the Firestone Service Store in its entirety or demolition of any part of the structure which would permanently impair the structural, historic or architectural integrity of such structure in the Tarrant County real property records. The restrictive covenant shall be filed concurrently with the filing of a final plat resulting from Preliminary Plat No. PP-95-016, approved on June 28, 1995, by the City Plan Commission. Such covenant shall run with the land, shall be binding on all subsequent owners of the Firestone Service Store and shall be in form and substance satisfactory to the City of Fort Worth. (4) Parking per Section 16A (5) Site plan required (6) This ordinance shall be filed with the City Secretary upon delivery of proof to the City Attorney that title to all property subject to this ordinance has been transferred to Phoenix Property of Texas, Inc. or its successors or assigns. (1101 West 5th Street & 912 West 2nd Street) SECTION 2. That the zoning regulations and districts, as herein established, have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and general welfare of the community. They have been designed to lessen congestion in the streets; to secure safety from fire, panic, flood and other dangers; to provide adequate light and air; to prevent overcrowding of land; to avoid undue concentration of population; to facilitate the adequate provisions of transportation, water, sewerage, parks and other public requirements. They have been made after full and complete public hearing with reasonable consideration, among other things, of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of a building and encouraging the most appropriate use of land throughout the community. SECTION 3. That this ordinance shall be cumulative of all other ordinances of the City of Fort Worth affecting zoning and shall not repeal any of the provisions of such ordinances, except in those instances where provisions of such ordinances are in direct conflict with the provisions of this ordinance. SECTION 4. That all rights or remedies of the City of Fort Worth, Texas, are expressly saved as to any and all violations of Ordinance No. 3011 or of any amendments thereto that have accrued at the time of the effective date of this ordinance; and as to such accrued violations, and all pending litigation, both civil or criminal, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 5. It is hereby declared to be the intention of the City Council that the sections, paragraphs, sentences, clauses and phrases of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared void, ineffective or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such voidness, ineffectiveness or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this ordinance, since the same would have been enacted by the City Council without the incorporation herein of any such void, ineffective or unconstitutional phrase, clause, sentence, paragraph or section. SECTION 6. That any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 7. That the City Secretary of the City of Fort Worth, Texas is hereby directed to publish this ordinance for two (2) days in the official newspaper of the City of Fort Worth, Texas, as authorized by V.T.C.A. Local Government Code Subsection 52.013. SECTION 8. -That this ordinance shall be in full force and effect from and after the date of its passage and publication as required by law, and it is so ordained. APPROVED AS TO FORM AND LEGALITY: City Attorney Date: Adopted: Question "10" All of the subject property is currently platted as described in item no. 2. The site will be replatted during the design process to incorporate the vacated streets and add, or in some cases eliminate, utility easements. Q-0 0 OD 740 (A on F- -Suamnll AVE. PL lffw. C- O.W. P- M L 43". --L-- C-�o --qf -0 LD cn-I I LA BA LINGER S'T,P.- < ->> > C. > Ml- 0 z Cl*z a s2mz 5 -10 0\ >C-) z =40 71 on-1 =7,- MX -71 gm 00 > M z q7 > rr x, Z, lu Co co L >0 r + 4 M* F9 0 UN T1 PD�*"> � - 1 2++10(y�.-- : ::- O ED z > -a fit 0 tit t�ti 120t 0 230, > Cl, Z)*Z M > ZONE LINE M Jz- 0c oc V)Z C) =--I— Z;:a V)- - > > > HENDERSON AVE. FLOA M xLD > C- > F-I MJ) C,)Mcn C: c C= Z (-)Oz ;:DOC >0 I--Cl) (-)L=I= --qM a:C/) 0>(f) 0 --im 0 -q 0 F1 FM >U) - - a --i Cc)cil w CC) C) r-r- 0 r-r- X < 0 --1 0000 0 0 > T1 > Q C)C)C') (f) C) --I C') ;�, �,;r�?� (,() -0 Cl) > -P� C4 t,) > 0 - -1 C/) z r C-) M 0 C:) -0 I+ X > 0 0 cok 0 (0 , co M 0 cn N)Cn CO 0 n C)C-)C)C) > x ;0;0;u x M M rri M rn >�(>/I(>/)(>A Question The redevelopment of the subject property will have a positive environmental effect inasmuch as underground storage tanks will be removed, asbestos-filled buildings will be properly demolished and removed. The redevelopment will clean up abandoned and potentially dangerous structures. Re-population of the central city takes advantage of existing infrastructure and creates much shorter commuter distances thereby greatly improving air quality on a per capita basis and traffic congestion. Question "12" • Project is a 350-unit multifamily development which when completed will (a) be a positive for economic growth and stimulate activity in the area (b) provide stabilization in an area that has been experiencing decline and abandonment for the past 7-10 years and (c) will improve the quality of life for downtown workers. • Project will generate approximately 455 persons (350 units x 1.3) living in the central core of Fort Worth. Average annual incomes are estimated at$35-50,000 which would provide discretionary dollars to be spent on goods and services. There should be an increase in service and retail related jobs, although unquantifiable. • Sales tax from construction materials is estimated to be$400,000. • With the addition of 455 persons downtown with disposable income you would have to believe there would be an increase in generating sales tax, although unquantifiable. Question "15" EXECUTIVE SUMMARY TAX ABATEMENT REQUEST Phoenix Property Company proposes to build Firestone, 350 units of high quality market rate apartments in downtown, centered around 7th Street just west of Henderson Street. We have worked to assemble the many land contracts and convince our partners to finance this project without benefit of tax abatements. However, the general consensus, based primarily on an M/PF Market Study, is that we can't make the numbers work without an abatement. Would you please consider the following: 1) Tax revenues will be immediately increased based upon our purchase price 2) Achieves adopted goals of both the Downtown Plan and Cultural District Plan 3) Firestone offers the highest and best use of the land for years to come This is a tremendous "break through" opportunity for the City because there have not been any conventional market rate housing units developed in the central city in decades, perhaps as long as 40 or 50 years. This 350 unit $25,000,000+ development would represent almost one third of the housing goal in the 1993 Downtown Strategic Action Plan. The Plan recognized the need to use tax abatement or TIF financing to attract such residential investment to the central city. The Firestone project must attain a 10-year tax abatement on only the new construction. Because of high land assembly costs, unproven rental rates, and the other risks associated with pioneering this concept, the project does not provide sufficient return to attract the multi-family investment market. Without tax abatement the project shows a return of 7.63% which is too low for a pioneering real estate venture. With tax abatement, the project shows a 9.77% return. Phoenix has commitments from the investment community that they will finance the project with the 9.77% proforma. Growth in Sales and Ad Valorem Tax Bases. A stable and vigorous central city residential community will create a more lively and attractive retail environment for residents and non-residents alike, leading to greater sales tax revenues. The longterm trend over the last 3 decades has been for retail and services to gravitate to the suburbs and too often out of Fort Worth. This trend now seems to be affecting office users, with some corporations looking more to the suburban "campus environment" close to new residential areas. Even with tax abatement, the taxing entities ,will enjoy increased tax payments beginning with year one. Because of the land assembly costs exceeding current TAD values by over 44%, the taxing entities will begin to receive a substantial gain in ad valorem tax revenue during the 10-year abatement period beginning the first year. In fact, the TAD values for the subject property have been declining over the last few years, going down 63% in the last four years. So without Firestone, it is possible that taxing entities could continue to see declining values. When Firestone closes on the land, property values will be stabilized and probably increased for a significant area along the Henderson Street and 7th Street corridors. There just is no new commercial demand for property in the subject area in the foreseeable future. With corporate downsizing, suburban office developments, and other suburbanization trends, the subject area needs to look to residential development for revitalization of any consequence. The area is too far from the Downtown core to have Downtown commercial spillover within 10 years. The large amount of vacancy and underdeveloped land within the subject area results from the old 7th street car dealers moving out to suburban locations and other businesses seeking locations along new freeway corridors built during the 1960's and 1970's. Achieves goals of both the Downtown Plan and Cultural District Plan As mentioned, Firestone would represent over 30% of the Downtown Plan goal of attracting 1000 residential units within five years. In addition, Firestone is the first conventional market rate housing, also an important goal of the Downtown Plan. Both the Cultural District Plan and Downtown Plan calls for the need to beautify and upgrade land uses along the 7th Street corridor, the main connector between the two Districts. Firestone has provided special landscaping, sidewalks, and setbacks along the 7th Street frontage. The design and construction quality of Firestone is excellent. Firestone will establish a high quality trend for market rate housing in Downtown and along 7th Street. Landscaping, set backs, design, brick exterior finish, and overall project amenities are all excellent. The Firestone project provides quality market rate housing which will fill a void in the Downtown Housing Inventory. Existing or proposed, there are over 1000 units of low to moderate income housing units in Downtown. These units are either public housing or funded through low income tax credits. The 117 units in Sundance West and Sanger Lofts attract upper middle to upper income residents. This results in a conspicuous void in the conventional market rate housing that would attract middle income residents to the central city. This void must be filled to achieve balance in the central city population. For long term economic health, cities must attract a full range of income groups back to the central city. The Firestone project will prove the market and initiate a trend of greatly increased residential investment in the central City. Market experts, such as M/PF Research, have stated that Fort Worth needs a conventional development to prove the demand and rental rate strength. As with the "north of Downtown Dallas" area, once a momentum of residential investment and success is attained, additional quality developments will be attracted to the area. In Fort Worth, the trend could extend westward to the River and over to the Cultural District area which would help absorb hundreds of acres of vacant lands, which have little hope of attracting office or commercial development. The 7th Street corridor has been declining or stagnant for many years. Central city developments provide maximum return on existing public infrastructure and services. Firestone and similar developments do not create any new demand for infrastructure, police stations, fire stations, etc. Likewise, people living closer to where they work and play will result in overall improvements in congestion and air quality. The demographics of similar projects indicates that there will be little or no school age children in the development. 10/04/96 14: 07 PHOENIX PROP, CO Exhibit «D„ Ln 4 r SI T AVE.' m1 L n r` Raw, ru - 9 1� ^ O 90 - � C4 r`oz I / O A �N F3 Co Ole � A yi\ q� _ m.. _ \ C) oa r_-�47� J Li� � mill � m 'r• n ( r. , - r��,� t ' - '�� -�" _—• _ � :�. ran � ;, - , o-i `, � ..Y .. -n. � �, `~� ",'..•.,C:.; �;Z3� TlYi ITT► O•. CJ�t,If1w� ,,, , r r,'r r r 120 r• Z � ', it�,� - rf. [' y I � �..� �' .. �Cif `� n` "•i LQ` -�- \ � moo,= \ 3. A I ]- Y- yad i Z� HENDERSON AVE, Rai Bid ` ctaec - (n- 7 L� I O-In CC,-<i c-� `3 <� C) _ Y! Q yy>O ' fTt x � r F O 0 0 0 0 r O O� 71 b n o � O vi > r' �X x;1; Ui Oc I .P cI N n f T 7J y n co H' FF FF H {} f�1 -P fv Y OV C11 tv(h Co D M M YI n Lnvmi� I Op Exhibit "E" � CID x Zhe "State of ZeXas Secreturg of State S `_=P . 179 1996 LItgCOUN PROPERTY COMPANY — LINDA S. PAGE P . O . BOX 1920 DALLAS ,TX 75221 RE FIRESTONE LIMITED PARTNERSHIP FILING NUMBER 00090685-10 IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR. AMENDtIENT TO CERTIFICATE OF LIMITED PARTNERSHIP. THE APPROPRIATE EVICENCE IS ATTACHED FOR YOUR FILES AND THE ORIGINAL HAS BEEN FILED IN THIS OFFICE. PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER. iF WE CAN 83 OF FURTHEK SERVICc AT ANY TIME , PLEASE LET US KNOW. A., Antonio O.Garza,Jr.,Secretary of State AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF FILED —� In the Office of the Secretnry of State of Texas FIRESTONE LIMITED PARTNER HIP S E P 17 1996 Corporations Section This Amendment to Certificate of Limited Partnership (this "Amendment") is made according to Section 2.02 of the Texas Revised Limited Partnership Act, as of the 9th day of September, 1996. 1 . Name. The name of the limited partnership is Firestone Apartments, Ltd. (the "Partnership"). 2. Amendment to Certificate. The General Partner desires to change the name of the Partnership to Firestone Limited Partnership. IN WITNESS WHEREOF, this Amendment has been duly executed. GENERAL PARTNER: PHOENIX G.P. III, INC. Jason P. Runnels, vice President M261 1/Firestone/Page 1 CERTIFICATE OF LIMITED PARTNERSHIP OF FIRESTONE APARTMENTS,LTD. y i, This Certificate of Limited Partnership ("Certificate") is made, as of'July`30, 1996, according to Section 2.01 of the Texas Revised Limited Partnership Act by the- undersigned (the "General Partner"), constituting the sole general partner of Firestone Apartments, Ltd., a Texas limited partnership. 1. Name. The name of the limited partnership is Firestone Apartments, Ltd. (hereinafter the "Partnership"). 2. Registered Office and Agent. The registered office of the Partnership in the State of Texas shall be c/o Phoenix Property Company, 2305 Cedar Springs, Suite 208, Dallas, Texas 75201, and the registered agent of the Partnership for service of process in Texas shall be Jason Runnels. The address of the registered agent shall be c/o Phoenix Property Company,2305 Cedar Springs,Suite 208,Dallas,Texas 75201. 3. Principal Office. The location of the principal office of the Partnership is c/o Phoenix Property Company, 2305 Cedar Springs, Suite 208, Dallas, Texas 75201, or at such other location as the General Partner, in its discretion, may determine, after giving written notice of such designation to all of the other Partners. 4. Name and Mailing Address of the General Partner. The name and mailing address of the General Partner is set forth opposite its signature hereto. IN WITNESS WHEREOF, this Certificate has been executed as of the day and year first above written by the following General Partner whose respective mailing address is set forth opposite its signature. GENERAL PARTNER: ADDRESS: c/o Phoenix Property PHOENIX G.P. III, INC., Company a Texas corporation 2305 Cedar Springs Suite 208 Dallas, Texas 75201 Name Jason P. Runnels Title: Vice President ORGANIZATIONAL RESOLUTIONS OF THE BOARD OF DIRECTORS OF PHOENIX G.P. III, INC. We, the undersigned, being all the initial directors of PHOENIX G.P. III, INC., a Texas corporation, do hereby accept such office, waive notice and unanimously adopt the following resolutions in order to organize the corporation: 1 . Acceptance of Articles of Incorporation. RESOLVED, that the Articles of Incorporation filed in the office of the Secretary of State of the State of Texas on July 31 , 1996,are hereby approved and ordered filed in the corporate minute book. 2. Bylaws. RESOLVED,that the proposed Bylaws presented with this resolution are adopted as the Bylaws of the corporation and the Secretary shall insert them in the minute book. 3. Officers. RESOLVED, that the following persons are elected officers to serve until the first directors' meeting after the next annual meeting of the shareholders of the corporation: Name Office Jeffrey Blake Pogue Chairman of the Board/President Nancy A. Davis Vice President/Secretary/Treasurer Jason P. Runnels Vice President/Assistant Secretary Leigh Ann Everett Assistant Secretary 4. Minute Book. RESOLVED, that the minute book presented with this resolution is approved and adopted. The Secretary of the corporation is hereby directed to authenticate the minute book, to retain custody thereof and to insert in it a record of the Articles of Incorporation and amendments thereto, the Bylaws and amendments thereto, the minutes of this meeting and of other proceedings of the shareholders and directors and committees. 5. Seal. RESOLVED, that the corporate seal, which consist of a circle within which there is inscribed the name of the corporation, is approved and adopted. The Secretary is directed to make an impression of said seal at the end of this unanimous written resolution. 6. Certificates. RESOLVED, that the form of stock certificate, a copy of which is in the minute book, is approved and adopted. 7. Adoption of IRC 1244 Plan. RESOLVED, that the corporation adopt a Plan to issue shares of common stock pursuant to Section 1244 of the Internal Revenue Code of 1986. The officers of the corporation are authorized and directed to do all things necessary and appropriate to carry out the plan. (A) The corporation is authorized to offer and issue under this Plan 10,000 of One Dollar ($1 .00) par value shares of common stock at such prices (not less than par value) as the Board of directors shall determine. The maximum amount to be received by the corporation in consideration of the shares to be issued under this Plan shall be $1,000,000 payable only in cash or other property (other than stock or securities). (B) The Plan shall be effective from the date of adoption by the Board of Directors until withdrawn or terminated by the Board of Directors. While the Plan is effective, the corporation shall not offer or issue any shares except under the Plan. (C) This Plan shall be interpreted consistently with its intent to qualify under Section 1244 of the Internal Revenue Code. The corporation will use its best efforts to qualify the shares offered and issued under this Plan as "Section 1244 stock" as defined under such Code and Regulations promulgated thereunder. 8. Issuance of IRC 1244 Plan Shares. RESOLVED, that 1 ,000 of the corporation's authorized shares be issued under the corporation's IRC 1 244 Plan for a consideration consisting of money paid as follows: To Be Issued To Shares Consideration Value Jeffrey Blake Pogue 500.00 money paid $500.00 (separate property) Jason P. Runnels 500.00 money paid $500.00 FURTHER RESOLVED, that of the consideration received for each such share, $1 .00 shall constitute stated capital. 9. Subchapter S Election. RESOLVED, that the corporation elects to be subject to Subchapter S of the Internal Revenue Code of 1986, and that any officer of the corporation is authorized and directed to complete and file form 2553 with the Internal Revenue Service Center in Austin, Texas, if and when the President of the Corporation deems such election to be advisable. 10. Fiscal year. RESOLVED, that the fiscal year of the corporation shall be a fiscal year ending on December 31,and that the proper officials of the corporation are hereby authorized and directed to keep the books of account and financial records of the corporation in accordance with such fiscal year. 1 1 . Depository Resolutions. RESOLVED, that a regular bank account in the name of the corporation be opened in such bank or banks as the President of the corporation shall select, and in such further depositories as the officers of the corporation shall from time to time designate, wherein may be deposited any of the funds of the corporation and from which withdrawals are hereby authorized in the name of the corporation by the signature of those person(s) designated in writing by the President. RESOLVED FURTHER,that the Secretary or any Assistant Secretary of the corporation be, and each hereby is, authorized to certify to such bank resolutions authorizing the opening of any such bank accounts in such form as said banks may customarily require, and such resolutions shall be deemed to be copies of these minutes as it set forth herein in full. As an attestation of the accuracy of the foregoing and as evidence of their assent to the statements made therein,the undersigned, being all of the directors of the corporation, subscribe their names hereto as of the date indicated. `u Date !4jJfrey Blake Pogue ? •Ate f '�� Date Jason P. Runnels (seal) f LP City of Fort Worth, Texas ,\ Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 10/08/96 C-15692 02PHOENI 1 of 2 SUBJECT MAKE FINDINGS CONCERNING A PROPOSED TAX ABATEMENT AGREEMENT WITH PHOENIX PROPERTY COMPANY AND AUTHORIZE EXECUTION OF THE AGREEMENT RECOMMENDATION: It is recommended that the City Council: 1 . Find that the improvements contained within the attached agreement are feasible and practical and would be a benefit to the land and to the City after the expiration of the tax abatement agreement; and 2. Find that written notice of the City's intent to enter into the attached Tax Abatement Agreement and copies of the agreement were delivered by certified mail to all affected taxing units in accordance with state law; and 3. Find that the terms and conditions of the Agreement and the property subject to the Agreement meet the City's Policy Statement for Tax Abatement as established in M&C G- 11389 (Resolution NO. 2142); and 4. Authorize the City Manager to enter into the attached Tax Abatement Agreement with Phoenix Properties in accordance with the Tax Abatement Policy. DISCUSSION: The property subject to abatement is located west of Henderson St. along the Seventh Street corridor. The City Council has designated this property as Tax Abatement Reinvestment Zone Number 23. This reinvestment zone is located in Council District Nine. The property is owned by Phoenix Property Company. On this property, Phoenix will construct 358 one and two bedroom, market rate apartment units averaging 872 square feet each. In addition, the project includes renovation of the 10,000 square foot Firestone Building at the corner of Seventh and Henderson. At completion, the project will consist of some 312,342 square feet in twelve buildings. The development will include a swimming pool, business center, clubhouse, athletic facility, and on-site management offices. The facility will employ 7 people, 3 of which will be transfers from other locations resulting in 4 new hires (two of which are committed to residents of Fort Worth). Regarding utilization of Fort Worth based businesses, Phoenix has committed 25%-30% of the total construction costs to Fort Worth construction contractors and/or subcontractors. In addition, of $385,000 projected to be spent on supplies and services when the project is operational, Phoenix has committed 70% annually to Fort Worth based service and supply contractors and/or sub-contractors. City of Fort Worth, Texas Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 10/08/96 C-15692 02PHOENI 2 of 2 SUBJECT MAKE FINDINGS CONCERNING A PROPOSED TAX ABATEMENT AGREEMENT WITH PHOENIX PROPERTY COMPANY AND AUTHORIZE EXECUTION OF THE AGREEMENT Regarding Minority Business Enterprises (MBEs) and Women Business Enterprises (WBEs), Phoenix has committed 20% of the total construction costs to certified MBE/WBE construction contractors and/or subcontractors. In addition, of $385,000 in supplies and services expenses when the project is operational, Phoenix has committed 20% annually to certified MBE/WBE supply and service contractors and/or subcontractors. The abatement agreement includes a 100% abatement on the increase in appraised value resulting from construction of the real property improvements (described above) for a ten year period. Personal property is not abated. Over the ten year life of the agreement, the estimated value of the abatement is approximately $211 ,383 annually ($2.12 million total). In addition, the agreement contains a requirement to begin a second phase (non abated) of at least a commercial and residential improvement prior to the end of the abatement agreement period. Failure to fulfill this commitment will require the owner to pay to the City a sum equal to the sum of the total taxes abated pursuant to this agreement. This payment is further guaranteed through a note and secured by a deed of trust lien encumbering Phase II. Over a ten year period, the property (based on 1995 appraisals) would, absent construction of this development, generate an estimated $210,000 in property tax revenue. Should this development be constructed and the abatement approved, the property would generate an estimated $360,000 over the ten year period due to expected increases in land appraisals and the value of personal property at the site. FISCAL INFORMATION/CERTIFICATION: The Director of Fiscal Services certifies that no expenditure of City funds is associated with approval of this agreement. BT:m Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Mike Groomer 6140 Originating Department Head: APPROVED Tom Higgins 6192 (from) CITY COUNCIL For Additional Information CT 8 1996 Contact: /&�1 a J Paul Cain 8003 city,Searefnry of the e as