HomeMy WebLinkAboutContract 46559-EC2 C!1'Y Y4
ESTOPPEL CONTRACT NC. 6�� _CG�
To: CH Realty IX-Knightvest MF FW Berkeley Owner, LP
5728 LBJ Freeway, Suite 400
Dallas, Texas 75240
From: City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
RE: Tax Abatement Agreement for Property Located in a Neighborhood Empowerment Zone
by and between City of Fort Worth, Texas, a home rule municipal corporation organized
under the laws of the State of Texas(the "City"), and Park Ridge Multi-Family LP,a Texas
Limited Partnership ("Park Ridge"), dated March 25, 2015, City Secretary Contract No.
46559 (the "Tax Abatement Agreement") and as amended by City Secretary Contract
No. 46559-Al dated August 9, 2019.
The City and Park Ridge entered into the Tax Abatement Agreement for the real property
legally described on the attached Exhibit A (the "Property"). Park Ridge assigned its interest in
the Tax Abatement Agreement to Berkeley Apartments Phase II LLC ('Berkeley II"). Such
agreement is dated May 14, 2014, City Secretary Contract No. 46559-CAL Berkeley II assigned
its interest in the Tax Abatement Agreement to Crest Berkeley TIC I,LLC, Crest Berkeley TIC II,
LLC, and Crest Berkeley TIC III, LLC, ("Crest"). Such agreement is dated September 26, 2017,
City Secretary Contract No. 46559-CA2. Crest intends to assign its interest in the Tax Abatement
Agreement to CH Realty IX-Knightvest MF FW Berkeley Owner, LP ("Knightvest"). Pursuant
to the Tax Abatement Agreement, the City and Crest (as successor-in-interest to Berkeley II) are
required to provide estoppel certificates when requested. At the request of Crest, the City is
providing this Estoppel Certificate (the "Estoppel Certificate") to the Reliance Parties. All
capitalized terms in this Estoppel Certificate shall have the same meaning as set forth in the Tax
Abatement Agreement.
Accordingly, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged,the City hereby certifies and agrees as follows:
1. A true, correct and complete copy of the Tax Abatement Agreement is attached
hereto as Exhibit B,which Tax Abatement Agreement is in full force and effect as
of the date hereof, and has not been modified, changed, altered or amended (and
there are no other promises, agreements,understandings, or commitments between
the City and Crest relating to the Tax Abatement Agreement).
2. A true, correct and complete copy of the Amendment to the Tax Abatement
o? RECEIVED Agreement is attached hereto as Exhibit C, which Amendment to the Tax
rn . AUG 18 2021 j Abatement Agreement is in full force and effect as of the date hereof, and has not
017Y OF FORT WORTH been modified, changed, altered or amended (and there are no other promises,
CIIYSECRUARY agreements, understandings, or commitments between the City and Berkeley II
s �b
ertificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
relating to the Amendment). The Tax Abatement Agreement and Amendment to
the Tax Abatement Agreement comprises the only agreements between the City
and Crest with respect to the abatement of taxes for the Property.
3. The Compliance Auditing Term pursuant to the Amendment to the Tax Abatement
Agreement commenced on January 1,2018,and will expire on December 31,2022.
The Term of the Abatement benefit pursuant to the Amendment to the Tax
Abatement Agreement will commence on January 1, 2019, and will expire on
December 31, 2023.
4. The Required Improvements have been completed in accordance with and as
provided by the terms of the Tax Abatement Agreement, as evidenced by the
issuance of certificates of occupancy for each of such Required Improvements, and
the City has accepted such Required Improvements in satisfaction of the applicable
obligations under Section 1.1 and Section 1.2 of the Tax Abatement Agreement.
5. As of the date of this Estoppel, (i)Crest has not been,and is currently not,in default
under the Tax Abatement Agreement, and (ii) no event has occurred and no
condition exists which,with the giving of notice or the lapse of time or both,would
constitute a default under the Tax Abatement Agreement.
6. Crest has complied with all of the obligations of Owner with respect to the City's
right to inspect of the Property and audit the Records. The City has determined
that, as of the date hereof, the Owner and/or the Property are in compliance with
the Tax Abatement Agreement. Crest has timely delivered the information and
documentation required pursuant to Section 3.3 of the Tax Abatement Agreement.
7. The City hereby acknowledges and agrees that Crest has the right to assign Crest's
interest in the Tax Abatement Agreement to a new owner of all or any portion of
the Property and/or the Required Improvements,subject to the prior written consent
of the City Council. Crest has formally requested such consent, and the matters
were presented to the City Council on August 17, 2021, M&C 21-0575. The form
of Assignment Agreement attached hereto as Exhibit "D" fully satisfies the
requirements for an assignment and assumption agreement pursuant to Section 6 of
the Tax Abatement Agreement in connection therewith.
8. This Certificate shall be binding upon and shall inure to the benefit of the City,
Crest and its Affiliates, and the Reliance Parties and their Affiliates. The City
agrees and acknowledges that Crest and its Affiliates and the Reliance Parties and
their Affiliates may rely on this Certificate in connection with the assignment of
the Tax Abatement Agreement to Knightvest and/or its Affiliates.
9. The undersigned representative of the City is duly authorized and fully qualified to
execute this instrument on behalf of the City, thereby binding the City, and no
further authority, consent, action,resolution or other approval or documentation is
necessary in connection with same (whether executive or legislative in nature or
otherwise).
Estoppel Certificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
ATTEST: CITY OF FORT WORTH
By: V
City Secretary e: Fernando Costa
' le: Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
fi� OFFICIAL RECORD
Nam
CITY SECRETARY
Name: Melinda Ramos
Title: Sr. Assistant City Attorney O:T: ,NORTH, TX
Estoppel Certificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
EXHIBIT A
LEGAL DESCRIPTION
Being a replat of Lot 2R,in Block 1, of PARK RIDGE IV ADDITION, an Addition to the City of
Fort Worth, Tarrant County, Texas, according to the replat thereof recorded under Instrument
Number D209089550,of the Real Property Records of Tarrant County,Texas.Recorded in County
Clerk's File Number D215025874
Estoppel Certificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
EXHIBIT B
TAX ABATEMENT AGREEMENT
[See attached]
Estoppel Certificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
CITY SECRETARY
COME 4��_9
TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A
NEIGHBORHOOD EMPOWERMENT ZONE
2521 Frazier Avenue
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and
between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal
corporation organized under the laws of the State of Texas and acting by and through David
Cooke, its duly authorized City Manager, and Park Ridge Multi-Family, L.P., owner of property
located at 2521 Frazier Avenue; Lot 2R, Block 1, Park Ridge IV Addition to the City of Fort
Worth, Tarrant County, Texas, according to the Plat filed in Cabinet A, Slide 11283, being a replat
of Lots 1, 2, and 3, Block 1, Park Ridge IV Addition to the City of Fort Worth, Cabinet A, Slide
11283, Plat Records, Tarrant County, Texas, situated in the M.J. Arocha Survey, Abstract No 2,
Tarrant County,Texas.
The City Council of the City of Fort Worth("City Council")hereby finds and the City and
Owner hereby agree that the following statements are true and correct and constitute the basis upon
which the City and Owner have entered into this Agreement:
A. Chapter 378 of the Texas Local Government Code allows a municipality to create a
neighborhood empowerment zone if the municipality determines that the creation of the zone
would promote:
(1) the creation of affordable housing,including manufactured housing in the zone;
(2) an increase in economic development in the zone;
(3) an increase in the quality of social services, education, or public safety provided
to residents of the zone; or
(4) the rehabilitation of affordable housing in the zone.
B. Chapter 378 of the Texas Local Government Code provides that a municipality that
creates a neighborhood empowerment zone may enter into agreements abating municipal property
taxes on property in the zone.
C. On July 31, 2001, the City Council adopted basic incentives for property owners
who own property located in a Neighborhood Empowerment Zone, stating that the City elects to
V3 be eligible to participate in tax abatement and including guidelines and criteria governing tax
N abatement agreements entered into between the City and various third parties, titled
"Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were
Q readopted on May 21,2013 (Resolution No.4209).
w
D. The NEZ Incentives contains appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas
Tax Code, as amended(the"Code").
w
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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E. On April 15,2014,the Fort Worth City Council adopted Ordinance No.21204 (the
"Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No.13" City of
Fort Worth, Texas (the "Zone") and adopted Resolution No.4313 establisliing "Designation of
the Berry/University Area as a Neighborhood Empowenment Zone"(the"NEZ").
F. Owner owns certain real property located entirely within the NEZ and that is more
particularly described in Exhibit "1", attached hereto and hereby made a part of this Agreement
for all purposes(the"Premises").
G. Owner or its assigns plans to construct the Required Improvements, as defined in
Section 1.1 of this Agreement, on the Premises to be used as an apartment complex (the
"Project").
H. On December 22,2013 Owner submitted an application for NEZ incentives and tax
abatement to the City concerning the contemplated use of the Premises (the "Application"),
attached hereto as Exhibit"2"and hereby made a part of this Agreement for all purposes.
I. The contemplated use of the Premises, the Required Improvements, as defined in
Section 1.1, and the terms of this Agreement are consistent with encouraging development of the
Zone in accordance with the purposes for its creation and are in compliance with the Policy
Statement,the Resolution and other applicable laws,ordinances,rules and regulations.
J. The terms of this Agreement,and the Premises and Required Improvements,satisfy
the eligibility criteria of the NEZ Incentives.
K. Written notice that the City intends to enter into this Agreement, along with a copy
of this Agreement, has been furnished in the manner prescribed by the Code to the presiding
officers of the governing bodies of each of the taxing units in which the Premises is located.
NOW, THEREFORE, the City and Owner, for and in consideration of the terms and
conditions set forth herein,do hereby contract,covenant and agree as follows:
1. OWNER'S COVENANTS.
1.1. Real Property Improvements.
Owner shall construct, or cause to be constructed, on and within the Premises
certain improvements consisting of a 310 unit multi-family apartment complex, (i)
consisting of thirteen three story apartment buildings with a mix of units and (ii) having a
construction cost upon completion of$33,685,000.00 including site development costs but
such construction costs shall be reduced by any construction cost saving (collectively, the
"Required Improvements").The type,number and details of the Required Improvements
are described in Exhibit "3". Tarrant Appraisal District must appraise the property
(improvements and land) within 10%of$33,685,000.00. Owner shall provide a copy of the
final construction invoices to City once the construction is complete; the construction
invoices shall be a part of this Agreement and shall be labeled Exhibit "4". Minor
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variations, and more substantial variations if approved in writing by both of the parties to
this Agreement, in the Required Improvements from the description provided in the
Application for Tax Abatement shall not constitute an Event of Default, as defined in
Section 4.1,provided that the conditions in the first sentence of this Section 1.1 are met and
the Required Improvements are used for the purposes and in the manner described in
Exhibit "4". For purposes of this Agreement, "Construction Costs" shall mean site
development costs; hard construction costs; contractor fees; the costs of supplies and
materials; engineering fees; architectural fees; and other professional (including legal and
the costs associated with the financing of the Required Improvements), development and
pemutting fees expended directly in connection with the Required Improvements. The
City recognizes that Owner will request bids and proposals from various contractors in
order to obtain the lowest reasonable price for the cost of the Required Improvements. In
the event that bids and proposals for the Required Improvements are below$33,685,000.00
in Construction Costs for work substantially the same as that provided in Exhibit"4" and
otherwise described in this Agreement, the City will meet with Owner to negotiate in good
faith an amendment to this Agreement so that Owner is not in default for its failure to
expend at least $33,685,000.00 in Construction Costs, with the understanding that the
City's staff will recommend, but cannot guarantee, approval of such amendment by the
City Council. The final site plan shall be in substantially the same form as the preliminary
site plan. Minor variations, and more substantial variations if approved in writing by both
parties to this Agreement, in the Required Improvements from the description provided in
the Application for Tax Abatement shall not constitute an Event of Default, as defined in
Section 4.1,provided that the conditions in the first sentence of this Section 1.1 are met and
the Required Improvements are used for the purposes and in the manner described in
Exhibit"411
.
1.2. Completion Date of Required Improvements.
Owner certifies that the Required Improvements will be completed within thirty-
six (36) months from the date of Council approval. The abatement will automatically
terminate two years after Council approval of the tax abatement if a building permit has not
been pulled and a foundation has not been poured, unless delayed because of force
majeure, in which case the two years shall be extended by the number of days comprising
the specific force majeure. For purposes of this Agreement, force majeure shall mean an
event beyond Owner's reasonable control, including,without limitation, acts of God, fires,
strikes,national disasters, wars,riots and material or Iabor restrictions,but shall not include
construction delays caused due to purely financial matters, such as, without limitation,
delays in the obtaining of adequate financing.
1.3. Use of Premises.
Owner covenants that the Required Improvements shall be constructed and the
Premises shall be used in accordance with the description of the Project set forth in the
Exhibit "4". In addition, Owner covenants that throughout the Term, the Required
Improvements shall be operated and maintained for the purposes set forth in this
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Agreement and in a manner that is consistent with the general purposes of encouraging
development or redevelopment of the Zone.
1.4. Property Maintenance.
Owner covenant to ensure high quality management and maintenance of the
Premises for the duration of the abatement, that each building in the development is
suitable for occupancy, taking into account local health, safety, and building codes, and
that Owner will comply with all building codes requirements imposed by the state or
local government unit responsible for making building code inspections. If a violation
report or notice is issued by the governmental unit,the Owner must provide to City either
a statement summarizing the violation report or notice or a copy of the violation report or
notice, and in addition, the Owner must state whether the violation has been corrected.
Failure to maintain property as described above will constitute an Event of Default and
Tax Abatement will be terminated.
2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS.
Subject to and in accordance with this Agreement, the City hereby grants to Owner a real
property tax abatement on the Premises, the Required Improvements, as specifically provided in
this Section 2("Abatement").
2.1. Amount of Abatement.
The actual amount of the Abatement granted under this Agreement shall be based
upon the increase in value of the Premises, the Required Improvements, over their values
on February, 2014, the year in which this Agreement was entered into, and certain
guidelines set forth in this Section 2.
The Abatement shall be one hundred percent (100%) of the increase in value of the
Premises due to construction of the Required Improvements and shall not apply to taxes
on the land, nor shall the abatement apply to mineral interests.
2.1.1. Abatement Based on Construction Expenses, 10% Affordable
Housinu Units.
Owner shall receive a 100 percent (%) Abatement for 5 years on the
improvement value, not including the value of the land, if Owner meets all of the
following requirements:
2.1.2.1 Spends at least $33,685,000.00 on construction costs of the
Required Improvements (including, but not limited to, site development costs)
and;
2.1.2.2 Set aside ten percent (10%) of the total units or thirty-one (31)
units, consisting of twenty-four (24) one bedrooms and seven (7) two bedrooms
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. f
for families with income at or below 80% of Area Family Median Income
(AMFI) adjusted annually by the Housing and Urban Development Department
(HUD) and the rent for the thirty-one (31) units does not exceed thirty percent
(30%) of the families' total monthly income. In addition six (6) of the units shall
be compliant with the Americans with Disability Act (ADA) and fully accessible
and two (2) of the units shall be fully accessible to persons with sensory
impairments. In no event shall Owner unreasonably deny an 80% of AMFI
tenant's application. In the event that the set aside units fall below the 10% set
aside, Owner shall make its best effort to bring the 10% set aside back into
compliance within the time specified in section 4 or it shall be in default.
Determination of compliance with the thirty-one (31) units set aside for
families with income at or below 80% of median income requirements of this
Section 2.1.2 shall be based on Ownees,occupancy data on August 1 of each year
during the Compliance Auditing Term,as defined in Section 2.5.
The maximum percentage of Abatement available to Owner under this
Section 2.1. is 100 percent (100%). Owner shall not be eligible for any of the
Abatement under this Section 2.1. unless Owner meets all the requirements set
forth in all four subsections in the paragraphs above. In addition, if the total
construction costs of the Required Improvements are less than as provided in
Section 1.1 of this Agreement, Owner will be ineligible to receive the Abatement
under this Section 2.1.2.1, but an Event of Default, as defined and addressed in
Section 4,shall also occur.
2.3. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this Agreement,
Owner's Abatement in any given year shall be based on the increase in value of the
Premises, including the Required Improvements but excluding value attributed to the land,
up to a maximum of $42,106,250.00. In other words, by way of example only, if the
increase in value of the Premises, including the Required Improvements, in a given year is
$43,000,000.00 Owner's Abatement for that tax year shall be capped and calculated as if
the increase in value of the Premises for that year had only been$42,106,250.00.
2.4. Protests Over Appraisals or Assessments.
Owner shall have the right to protest and contest any or all appraisals or
assessments of the Premises and/or improvements thereon.
2.5. Terms.
January 1 of the year following the year in which a final certificate of occupancy is
issued for the Required Improvements will constitute the start of auditing for compliance of
this Agreement("Compliance Auditing Term"). Taxes will not be abated during the first
year of the Compliance Auditing Term. The term of the Abatement benefit (the "Term")
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shall begin on January 1 of the year following the year that the Compliance Auditing Term
begins(the"Abatement Beginning Date"). Unless sooner terminated as herein provided,
the Term and the Compliance Auditing Term shall end on the December 31st immediately
preceding their respective fifth (5th) anniversaries. Information for the last Compliance
Auditing Term shall be submitted as indicated in Section 3.3.
2.6. Abatement Application Fee.
The City acknowledges receipt from Owner of the required Abatement application
fee of one percent(.5%) of Project's estimated cost,not to exceed$2,000. The application
fee shall not be credited or refunded to any party for any reason.
3. RECORDS,AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Premises.
Between the execution date of this Agreement and the last day of the Term, at any
time during normal office hours throughout the Term and the year following the Term and
following reasonable notice to Owner, the City shall have and Owner shall provide access
to the Premises in order for the City to inspect the Premises and evaluate the Required
Improvements to ensure compliance with the terms and conditions of this Agreement.
Owner shall cooperate fully with the City daring any such inspection and/or evaluation.
3.2. Audits.
The City shall have the right to audit the financial and business records of Owner
that relate to the Project and Abatement terms and conditions (collectively,the"Records")
at any time during the Compliance Auditing Term in order to determine compliance with
this Agreement. Owner shall make all Records available to the City on the Premises or at
another location in the City following reasonable advance notice by the City and shall
otherwise cooperate fully with the City during any audit.
3.3. Provision of Information.
On or before February 1 following the end every year during the Compliance
Auditing Term, Owner shall provide information and documentation for the previous year
that addresses Owner's compliance with each of the terms and conditions of this
Agreement for that calendar year. This information shall include,but not be limited to,the
following;
3.3.1. The number and dollar amounts of all construction contracts and
subcontracts awarded on the Project.
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3.3.2. The number of units occupied by families with income at or below 80% of
(AMFI)and the rents for those units.
Owner shall supply any additional information requested by the City in its
evaluation of Owner's compliance with each of the terms and conditions of this
Agreement. Failure to provide all information required by this Section 3.3 shall
constitute an Event of Default, as defined in Section 4.1.
3.4. Determination of Compliance.
On or before August 1 of each year during the Compliance Auditing Term,the City
shall make a decision and rule on the actual annual percentage of Abatement available to
Owner for the following year of the Term and shall notify Owner of such decision and
ruling. The actual percentage of the Abatement granted for a given year of the Term is
therefore based upon Owner's compliance with the terms and conditions of this Agreement
during the previous year of the Compliance Auditing Term.
4. EVENTS OF DEFAULT.
4.1. Defined.
Owner shall be in default of this Agreement if(i) any of the covenants set forth in
Section 1 and 2 of this Agreement are not met; or (ii) ad valorem real property taxes with
respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible
personal property located on the Premises, become delinquent and Owner does not timely
and properly follow the legal procedures for protest and/or contest of any such ad valorem
real property or tangible personal property taxes; or (iii) subject to Section 2.1 of this
Agreement, Owner breaches any of the other terms or conditions of this Agreement
(collectively,each an"Event of Default").
4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred,
the City shall provide a written notice to Owner that describes the nature of the Event of
Default. Owner shall have ninety (90) calendar days from the date of receipt of this written
notice to fully cure or have cured the Event of Default. If Owner reasonably believes that
Owner will require additional time to cure the Event of Default, Owner shall promptly
notify the City in writing, in which case (i) after advising the City Council in an open
meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180)
calendar days from the original date of receipt of the written notice, or (ii) if Owner
reasonably believes that Owner will require more than one hundred eighty (180) days to
cure the Event of Default, after advising the City Council in an open meeting of Owner's
efforts and intent to cure, such additional time, if any, as may be offered by the City
Council in its sole discretion.
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4.3. Termination for Event of Default and Payment of Liquidated Damages.
If an Event of Default has not been cured within the time frame specifically allowed
under Section 4.2, the City shall have the right to terminate this Agreement immediately.
Owner acknowledges and agrees that an uncured Event of Default will (i)harm the City's
economic development and redevelopment efforts on the Premises and in the vicinity of the
Premises; (ii) require unplanned and expensive additional administrative oversight and
involvement by the City; and (iii) otherwise harm the City, and Owner agrees that the
amounts of actual damages therefrom are speculative in nature and will be difficult or
impossible to ascertain. Therefore, upon termination of this Agreement for any Event of
Default, Owner shall pay the City, as liquidated damages all taxes that were abated in
accordance with this Agreement for each year when an Event of Default existed and which
otherwise would have been paid to the City in the absence of this Agreement. The City and
Owner agree that this amount is a reasonable approximation of actual damages that the City
will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to
provide the City with compensation for actual damages and is not a penalty. This amount
may be recovered by the City through adjustments made to Owner's ad valorem property
tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise,
this amount shall be due, owing and paid to the City within sixty (60) days following the
effective date of termination of this Agreement. In the event that all or any portion of this
amount is not paid to the City within sixty (60) days following the effective date of
termination of this Agreement, Owner shall also be liable for all penalties and interest on
any outstanding amount at the statutory rate for delinquent taxes, as determined by the
Code at the time of the payment of such penalties and interest (currently, Section 33.01 of
the Code).
4.4. Termination at Will.
If the City and Owner mutually determine that the development or use of the
Premises or the anticipated Required Improvements are no longer appropriate or feasible,
or that a higher or better use is preferable, the City and Owner may terminate this
Agreement in a written format that is signed by both parties. In this event, (i) if the Term
has commenced, the Term shall expire as of the effective date of the termination of this
Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither
party shall have any further rights or obligations hereunder.
4.5 Sexually Oriented Business& Liquor Stores or Package Stores.
a. Owner understands and agrees the City has the right to terminate this
agreement, without cause, if the Project contains or will contain a sexually oriented
business.
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b. Owner understands and agrees that the City has the right to terminate this
agreement, without cause, as determined in City's sole discretion if the Project contains
or will contain a liquor store or package store.
5. INDEMNIFICATION.
Owner understands and agrees that the City is not sponsoring the Project or creating any
kind of partnership or joint venture with Owner with regard to the Project, including, but not
limited to,the construction of the Required Improvements. It is expressly understood and agreed
that Owner shall operate as an independent contractor as to all aspects of the Project, and not as
an agent or representative the City. OWNER, AT OWNER'S OWN EXPENSE, SHALL
INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE
INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND
AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OFANY KIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEA TH, TO ANY AND ALL
PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT(i) CAUSED BY THE NEGLIGENT OR WILLFUL ACTS) OR OMISSION(S) OF
OWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
AND/OR SUBCONTRACTORS, AND (fi) ARISING OUT OF, OCCASIONED BY OR
RELATED TO THE PROJECT OR THE CONSTRUCTION OF THE REQUIRED
IMPROVEMENTS OR ANY OTHER PERFORMANCE OF THISAGREEMENT.
6. EFFECT OF SALE OF PREMISES.
Company may assign this Agreement and all or any portion of the benefits provided
hereunder to an Affiliate without the consent of the City, provided that (i) prior to or
contemporaneously with the effectiveness of such assignment, Company provides the City with
written notice of such assignment, which notice shall include the name of the Affiliate and a
contact name,address and telephone number,and(ii)the Affiliate agrees in writing to assume all
terms and conditions of Company under this Agreement. For purposes of this Agreement, an
"Affiliate" means all entities, incorporated or otherwise, under common control with Company,
controlled by Company or controlling Company. For purposes of this definition,"control"means
fifty percent(50%)or more of the ownership determined by either value or vote. Company may
not otherwise assign this Agreement or any of the benefits provided hereunder to another party
without the consent of the City Council, which consent shall not unreasonably be withheld or
delayed, provided that(i)the City Council finds that the proposed assignee is financially capable
of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in
writing to assume all terms and conditions of Company under this Agreement. Any attempted
assignment without the City Council's prior written consent shall constitute grounds for
termination of this Agreement and the Abatement granted hereunder following ten(10) calendar
days of receipt of written notice from the City to Owner.
Page 9 of V1(1
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
In no event shall the abatement term be extended in the event of a subsequent sale
or assignment.
7. NOTICES.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid,or by hand delivery:
City: Owner:
City of Fort Worth Park Ridge Multi-Family,L.P.
Attn:City Manager 2000 McKinney Avenue,Suite 1000
1000 Throckmorton Dallas,Texas 75201
Fort Worth,Texas 76102 Attn:Jeff Courtwright
and
Housing and Economic Development Department
Attn:Jay Chapa
1000 Throckmorton
Fort Worth,Texas 76102
8. MISCELLANEOUS.
8.1. Bonds.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
8.2. Conflicts of Interest.
Neither the Premises nor any of the Required Improvements covered by this
Agreement are owned or leased by any member of the City Council, any member of the
City Plan or Zoning Commission or any member of the governing body of any taxing units
in the Zone.
8.3. Conflicts Between Documents.
In the event of any conflict between the City's zoning ordinances, or other City
ordinances or regulations, and this Agreement,such ordinances or regulations shall control.
Page 10 of 1 6P
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
In the event of any conflict between the body of this Agreement and Exhibit'4", the body
of this Agreement shall control.
8.4. Future Application.
A portion or all of the Premises and/or Required Improvements may be eligible for
complete or partial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement shall not be construed as evidence that such exemptions do not
apply to the Premises and/or Required Improvements.
8.5. City Council Authorization.
This Agreement was authorized by the City Council through approval Mayor and
Council Communication No. C-26660 on February 4, 2014, which, among other things,
authorized the City Manager to execute this Agreement on behalf of the City.
8.6. Estoppel Certificate.
Any party hereto may request an estoppel certificate from another party hereto so
long as the certificate is requested in connection with a bona fide business purpose. The
certificate, which if requested will be addressed to the Owner, shall include, but not
necessarily be limited to, statements that this Agreement is in full force and effect without
default (or if an Event of Default exists, the nature of the Event of Default and curative
action taken and/or necessary to effect a cure), the remaining tern of this Agreement, the
levels and remaining term of the Abatement in effect, and such other matters reasonably
requested by the party or parties to receive the certificates.
8.7. Owner Standing.
Owner shall be deemed a proper and necessary party in any litigation questioning or
challenging the validity of this Agreement or any of the underlying laws, ordinances,
resolutions or City Council actions authorizing this Agreement and Owner shall be entitled
to intervene in any such litigation.
8.8. Venue and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any
action under this Agreement shall lie in the State District Court of Tarrant County, Texas.
This Agreement is performable in Tarrant County,Texas.
8.9. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
Page 11 of 1 b
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
8.10. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
8.11. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Owner, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
This Agreement shall not be amended unless executed in writing by both parties and
approved by the City Council. This Agreement may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
Page 12 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
CITY OF FORT WORTH:
By: �h---
Fernando Costa
Assistant City Manager
PARK RDDGE MULTI-FAMILY LP,
a Texas Limited Partnership
By: LPC-PPC Park Ridge LP,
a Texas limited partnership,
its general partner
By: Lincoln Property Company No. 2063
Limited Partnership, a Texas limited
Partnership, its general partner
By: Lincoln No. 2063, Inc.,
a Texas corporation,
its general partner
B . C'V
y
Name:
J
Title:
By: PPC-Park Ridge G.P. Inc.,
a Texas corpora
its general paet
By: /
Name: 1 L A �I ac�
Title: f �L`��c)Ej
Page 13 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
ATTEST: �� ,°16000
o o
By: °
City Secr $ �, °°°
�aao°tppo°n
XYa
APPROVED AS TO FORM AND LEGALI
By:OI
Melinda Ramos
Sr. Assistant City Attorney
M & C: C-26660
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation,known to me to
be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal
corporation, that he was duly authorized to perform the same by appropriate resolution of the City
Council of the City of Fort Worth and that he executed the same as the act of the said City for the
purposes and consideration therein expressed and in the capacity therein stated.
MGIVEN UNDER MY HAND AND SEAL OF OFFICE this Ze:day of
fir , , 2015.
Notary Pu tc in or
the State ouexas
Notary's Printed Ndme
a"a:'o"• TRIKINYA L.JOHNSON
NotorY Public,state of texas
My Commission Expires
April 17, 2018
Page 14 of 16 OFFICIAL RECORD
NEZ Tax Abatement with Park Ridge Multi-Family,L.P. CITY SECRETARY
Approved by M&C C-26660,February 2,2014 Ft WORTH,TX
STATE OF TEXAS §
COUNTY OF T-AT5
BEFORE ME, the undersigned authority, on this day personally appeared Jeff Courtwright, Vice
President of Park Ridge Multi-Family, L.P., 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 Park Ridge Multi-Family,L.P..
ti
GIVEN UNDER MY HAND AND SEAL OF OFFICE this c day of
2015.
Notary Public and for
the State of Texas s,�IINIHfgI1NN11►II1111NIIIIIIIIIUIIN1iIIII1111111HIIINII1NI11lNNUlNgln
ALYSE GRAYS
My Commission Expire
Notary's grinted Name = sober jo' 2018
�IIIIIIIIIIIIIIIIIIIIiIIIIII111111iIIlU1N11111111111111NIIIII11111111NIt111N11NN11�
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared J. Blake Pogue,
President of PPC-Park Ridge Inc., a Texas corporation, 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 PPC-Park Ridge GP,Inc.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2015.
i
Notary Public in.and
the State of Tex�ls SALLY RUSH
O
,' L MY COMMISSION EXPIRES
L Y \ i April 17,2016
Notary's Printed Name
Page 15 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
Exhibit 1: Property Description
Exhibit 2: Application: (NEZ) Incentives and Tax Abatement
Exhibit 3: Project description including kind, number, and details of the proposed
improvements.
Exhibit 4: Final Construction Invoices
Page 16 of 16
NEZ Tax Abatement with Park Ridge Multi-Family,L.P.
Approved by M&C C-26660,February 2,2014
Exhibit 1
Property Description
2521 Frazier Avenue; Lot 2R, Block 1, Park Ridge IV Addition to the City of Fort
Worth, Tarrant County, Texas,according to the Plat filed in Cabinet A, Slide 11283,
being a replat of Lots 1, 2, and 3,Block 1,Park Ridge IV Addition to the City of Fort
Worth, Cabinet A, Slide 11283,Plat Records, Tarrant County,Texas, situated in the M.J.
Arocha Survey,Abstract No 2, Tarrant County, Texas.
Exhibit 2
FORT WORTH Application No.
CITY OF FORT WORTH
NEIGHBORHOOD EMPOWERMENT ZONE (NEZ)PROGRAM
PROJECT CERTIFICATION APPLICATION
I. APPLICATION CHECKLIST - Please submit the following documentation:
A completed application form
A list of all properties owned by the applicant,owner,developer,associates,principals,partners,and agents
in the Citv Fort Worth
❑ Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the
application fee is$25.00.For multifamily,commercial,industrial,commercial facilities,and mixed-use tax
abatement applications:0.5%of the total Capital Investment of the project,with a$200.00 minimum and
not to exceed$2,000,00;For residential tax abatement applications:$100.00 per house.
Proof of ownership,such as a warranty deed,affidavit of heirship,or a probated will OR evidence of site
control,such as option to buy(A registered warranty deed is required for tax abatement application.)
❑ Title abstract of the property(only if applying for release of City liens)
f A reduced 1 lx17 floor plan,site plan,and site elevation with
��ryry a written detailed project description that includes a construction time line
ice+ A detailed line item budget showing the cost breakdown for the project
❑ Copy of Incorporation Papers noting all principals,partners,and agents if applicable
Required-Meet with the Councilmember and Neighborhood&other Organizations representing the NEZ
as outlined in the Public Notice requirement of the NEZ Policy and Ovidelines revised April 6,2004 or
followed guidelines of NEZ Strategic Plan if a Strategic Plan is in place for the specific NEZ.
❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development
Corporation(For projects located in Woodhaven NEZ only)
INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED
DOCUMENTS SHOWN IN THE ABOVE CHECKLIST ARE SUBMITTED WITHIN 30 DAYS AFTER THE
APPLICATION IS RECEIVED.
YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR
PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY, IT TAKES 60 TO 90
BUSINESS DAYS TO COMPLETE THE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER THE
ISSUANCE OF NEZ CERTIFICATION DEPENDING ON THE COMPLEXITY OF YOUR PROJECT. ALL
BUILDING PERMITS MUST BE PULLED WITHIN THE 12 MONTH PERIOD THAT CERTIFICATION WAS
APPROVED, OR WITHIN THE 12 MONTH PERIOD THAT THE TAX ABATEMENT WAS APPROVED,OR YOU
WILL BE REQUIRED TO RE-APPLY FOR NEZ INCENTIVES.
II. APPLICANT/AGENT INFORMATION
I. Applicant: P-11k Lz__N e11.'mt�l 1 rat�y 2. Contact Person:
3. Address: 14
Street City State ZIP
4. Phone no.: .214-7ya- 36 34 5. Fax No.: a1g, VV.D. 359�
6, Email: Se,C-,VG /F1<i d d
7. Agent(if any) Jim Paton
8. Address: Lincoln Property Company 2000 McKinney Ave. Dallas, Texas 75201
Street City State Zip
9. Phone no.: 214-740-3474 10. FaxNo.: 214-740-3595
11. Email: jpatoD@lpsi.com
Revised July 22,2010 1
i
FORT WORTH Application No.
PROJECT ELIGIBILTTY
1. Please list down the addresses and legal descriptions of the project and other properties your
organization owns in Fort Worth. Attach metes and bounds description if no address or legal
description is available. Attach a map showing the location of the project.
Table 1 Property Ownershi
Address Zip Code
Project Location Subdivision Name Lot No. Block No.
Other properties owned in the City of Fort Worth -continue on a separate sheet and attach if necessary.
2. For each property listed in Table 1,please check the boxes below to indicate if:
• there are taxes past due;or
• there are City liens;or
• You (meaning the applicant, developer, associates, agents, principals) have been subject to a Building
Standards Commission's Order of Demolition where the property was demolished within the last five
years.
Table 2 Property Taxes and City Liens
Property City Liens on Property
Address Taxes 'Weed Board-up/Open Demolition Paving Order of
Due Liens Stucture Liens Liens Liens Demolition
a ❑ ❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑ ❑
LJ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ El
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
(Please attach additional sheets of paper as needed.)
If there are taxes due or' liens against any property in the City of Fort Worth you may not be eligible
for NEZ incentives
Revised July 22,2010 2
A
FORT WORTH Application No.
3. Do you own other properties under other names? Yes❑No
If Yes,please specify SgA /j
4. Does the proposed project conform with City of Fort Worth Zoning? Yes ❑No
If no,what steps are being taken to insure compliance?
5. Project ❑ ❑ ❑ ❑ ❑ El
Type: Single Family Multi-Family Commercial I Industrial Community Facilities Mixed-Use
❑Owner occupied
V3Rental Property
6. Please describe the proposed residential or commercial project: 111.�
l'V
7. I your project is a commercial,industrial,or mixed-use project,please describe the types of
businesses that are being proposed: 1.11A
8. b this a new construction or rehab project? 10 New Construction ❑Rehab
9. How much is the total development cost of your project? 4 33.6Q
10. Will the eligible rehabilitation work* equal to at least 30% of the Tarrant Appraisal District(TAD)
assessed value of the structure during the year rehabilitation occurs? ❑Yes ❑No
*Eligible rehabilitation includes only physical improvements to real property. It does NOT include:
Front yard fencing consisting of chain-link or solid material construction;personal property such as furniture,
appliances,equipment,and/or supplies.Total eligible rehabilitation costs shall equal to or exceed 30%of the
TAD appraised value of the structure during the year rehabilitation occurs.
11.How much is the total square footage of your project? square feet
*If applying for a tax abatement please answer questions 12—16.If not skip to part III Incentives
12.For a single-family homeownership, mixed-use, or multi-family development nroiect, please fill out
the number of residential units based on income range of owners or renters in the following table.
Table 3 Number of Residential Units and Income Range of Owners or Renters
Number of Units Percentage
Income Range
>80%ofAMFI** .'�7 40-r0
At or below 80%of AMFI 31 10
Total Units /46'lw
**AMFI:Area Median Family Income. Please see attachment for income and housing payment guidelines.
13.Fora multifamily project to be qualified for tax abatement, at least 20% of total units shall be
affordable to families at or below 80%of AMFI. Check the box if you are requesting a waiver of this
requirement. F
14. For a commercial, industrial or community facilities project, indicate square footage of non-
residential space.
Commercial Industrial Community Facilities
square feet square feet square feet
Revised July 22,2010 3
FORT WORTH Application No.
15. Flow much will be your Capital Investment*** on the project?Please use the following table to provide
the details and amount of your Capital Investment(Attached additional sheets if necessary).
Table 4 Itemized Budget of the Project
Items Amount Notes
Total
***Capital Investment includes only real property improvements such as new facilities and strictures,site improvements,facility
expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing j
improvements,or personal property(such as machinery,equipment,and/or supplies or inventory). I
16. For a commercial,industrial, community facility or mixed-use project,how many employees will the
project generate? A
17. For a mixed-use project,please indicate the percentage of all uses in the project in the following table.
Table 5 Percentage of Uses in a Mixed-Use Project
Type Square Footage Percentage `
Residential
Office
Satin
Entertainment
Retail sales
Service
Total
III. INCENTIVES - What incentives are you applying for?
Municipal Property Tax Abatements
Must provide Final Plat Cabinet and Slide for Tag Abatement Cabinet Slide
5 years ❑More than 5 years
]Residential owner occupied ❑Residential Rental Property XApartments(5 plus units) ❑Commercial
Development Fee Waivers
All building permit related fees(including Plans Review and Inspections)
❑ Plat application fee(including concept plan,preliminary plat,final plat,short form replat)
❑ Zoning application fee ❑ Board of Adjustment application fee
❑ Demolition fee ❑ Structure moving fee
Community Facilities Agreement(CFA)application fee j
Street and utility easement vacation application fee
Impact Fee Waivers -The maximum water/wastewater impact fee waiver amount for a commercial,industrial, mixed-
use, or community facility development project is equivalent to the water/wastewater impact fee of two 6-inch meters
Water (Meter Size '1'A ) (No.of meters t� ---� ❑Transportation
Release of City Liens
❑ Weed liens ❑Paving liens ❑Board up/open structure liens ❑Demolition liens
Revised July 22,2010 4
FORT WORTH Application No. I
III. ACKNOWLEDGMENTS
I hereby certify that the information provided is true and accurate to the best of my knowledge. I hereby
acknowledge that I have received a copy of NEZ Basic Incentives,which governs the granting of tax abatements,fee
waivers and release of City liens, and that any VIOLATION of the terms of the NEZ Basic Incentives or
MISREPRESENTATION shall constitute grounds for rejection of an application or termination of incentives at the
discretion of the City.
I understand that the approval of fee waivers and other incentives shall not be deemed to be approval of any aspect of
the project. I understand that I am responsible in obtaining required permits and inspections from the City and in
ensuring the project is located in the correct zoning district.
I understand that my application will not be processed if it is incomplete. I agree to provide any additional
information for determining eligibility as requested by the City.
i
(PRINTED OR TYPED N ) TIIORIZED SIGNATURE) (DATE)
i
Please mail or fax your application to:
City of Fort Worth Planning and Development Department
1000 Throckmorton Street,Fort Worth,Texas 76102
Tel: (817)392-2222 Fax:(817)392-8116
Electronic version of this form is available on our website. For more information on the NEZ Program,please visit
our web site at www.fortworthgov.org/plannlmgauddevelopment
For Office Use Qn\ly/
Application No. �� In which NEZ? V Council District
Application Coined Date(Received Date): Conform with Zoning? Yes ❑No
Type? ❑SF Multifamily ❑Commercial ❑ dustrial ❑Community facilities ❑Mixed-Use
Construction completion date? ❑Before NEZ After NEZ Ownership/Site Control ❑Yes❑No
TAD Account No. Consistent with the NEZ plan? Yes ❑No
Meet affordability test? Yes ❑No Minimum Capital Investment? Yes ❑No
Rehab at or higher than 30%? Yes ❑No Meet mixed-use definition? Yes ❑No
Tax current on this property? Yes ❑No Tax current on other properties? Yes ❑No
City liens on this property? City liens on other properties?
• Weed liens ❑Yes No • Weed liens ❑Yes (No
• Board-up/open structure liens ❑Yes No • Board-up/open structure liens ❑Yes• Demolition liens ❑Yes No • Demolition liens ❑Yes• Paving liens ❑Yes No • Paving liens ❑Yes• Order ofPyoles"TINo
❑Y s • Order of demolition ❑Yes
Certified? Certified by Date certification issued? -
I
If not certified,reason
Referred to: ❑Economic Development ❑housing ❑Development ❑Water ❑Code ❑TPW
Revised July 22,2010 5
I
Exhibit 3
Proiect Description
Three hundred and ten (310) unit apartment complex:
Thirteen three-story apartment buildings containing a mix of the following units:
67 One bedroom {676 s.f.) 11Two bedroom {1,160 s.f.}
34 One bedroom (766 s.f.) 4 Two bedroom {1,109 s.f.}
25 One bedroom {747 s.f.) 4 Two bedroom {1,165 s.f.}
5 One bedroom {771s.f) 7 Two bedroom {1,137 s.f.}
10 One bedroom (787 s.f.) 4 Two bedroom {1,123 s.f.}
17 One bedroom {860 s.f) 10 Two bedroom {1,190 s.f.}
17 One bedroom {840 s.f) ITwo bedroom 11,209 s.f.}
12 One bedroom {874 s.f.) 9 Two bedroom {1,215 s.f.}
5 One bedroom (872 s.f) 9 Two bedroom {1,174 s.f.}
4 One bedroom {900 s.f.) 6 Two bedroom {1,215 s.f.}
2 One bedroom {850 s.f.) 2 Two bedroom {1,204 s.f.}
18 Two bedroom {1,068 s.f.) 9 Two bedroom {1,382 s.f.}
18 Two bedroom {1,022 s.f.)
Features
Nine foot ceilings
Crown molding
Granite countertops
Glass the backsplash in the kitchen
Faux wood floors throughout the living area in first floor units
Stainless steel and black appliance
package
Full size washer and dryer connections
Exterior: masonry and cement siding
Resort style pool
Lush landscaping
Fitness center
633 total parking spaces: 143 direct access garages,45 in-direct access
garages,3 2 1 surface parking spaces,and 124 tandem parking spaces
Exhibit 4
Final Construction Invoices
Will be provided to City after construction is complete and final Certificate of
Occupancy is issued.
M&C Review
Official site of the City of Fort Worth,Texas
Cry COUNCIL AGENDA FoRTWORTI_i
COUNCIL ACTION: Approved on 2/4/2014
DATE: 2/4/2014 REFERENCE C-26660 LOG NAME: 17BERKELEY PHASE
NO.: II
CODE: C TYPE: PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Five-Year Tax Abatement Agreement with Park Ridge Multi-
Family L.P., for Phase II of the Berkeley Apartments Located at 2521 Frazier Avenue in
the Berry/University Neighborhood Empowerment Zone (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize a five-year Tax Abatement Agreement for the
Construction of a Multi-Family Development located at 2521 Frazier Avenue in the Berry/University
Neighborhood Empowerment Zone, in accordance with the Neighborhood Empowerment Zone
Tax Abatement Policy and Basic Incentives with a reduction of the set aside of units for persons
with incomes at or below 80 percent of the Area Median Income from 20 percent to 10 percent
with Park Ridge Multi-Family L.P.
DISCUSSION:
In 2006, Lincoln Properties d/b/a Park Ridge Multi-Family L.P., submitted an application for
Neighborhood Empowerment Zone (NEZ) Incentives, including a tax abatement for the Berkeley
Apartments located at 2001 Park Hill Drive (Project). The Project was for the phased development
of 716 units, 406 units in Phase I and 310 units in Phase II with a total investment of$78 million.
As part of the NEZ application for Phase I, the developer requested a five-year tax abatement with
a reduction of the set aside of units for persons with incomes at or below 80 percent of the Area
Median Income (AMI) from 20 percent, as required in the NEZ Policy, to 10 percent due to the
cost of demolition of the former apartment complex, associated environmental remediation and
infrastructure improvements for the entire site. City Council approved the tax abatement with the
reduction on July 18, 2006 (M&C C-21576) and Phase I began construction soon after.
Phase II was originally scheduled for construction in 2010 but was delayed due to economic
conditions. The developer has now submitted an application for NEZ incentives for Phase II of the
Berkeley Apartments, including tax abatement with the same request for 10 percent of the units
set aside at or below 80 percent of AMI because of the high development costs listed above. The
Property Owner plans to invest an estimated amount of$33,685,000.00 to construct a 310 Unit
Apartment Complex (Project). The Project will be located at 2521 Frazier Avenue described as
Block 1, Lot 2R, Park Ridge Addition, an Addition to the City of Fort Worth, Tarrant County, Texas
according to the plat recorded under Instrument No. D209089550 of the Real Property Records of
Tarrant County, in the Berry/University NEZ. The proposed elevation and map location are
attached as Exhibit A.
The Housing and Econornic Development Department reviewed the application and certified that
the Project met the eligibility criteria to receive a Municipal Property Tax Abatement and
recommends approval with the reduction in the set aside units.
littp://apps.cAvnet,org/council_packet/mc_review.asp?ID=19447&councildate=2/4/2014[02/05/2014 9:38:58 AM]
M&C Review
Upon execution of the Agreement, 100 percent of the assessed value of the improvements used
for calculating municipal property tax will be frozen for a period of five-years starting January 2015
at the estimated pre-improvement value, as defined by the Tarrant Appraisal District (TAD), for the
property as follows:
Pre-Improvement TAD Value of Improvements i $ 0.00
Pre-Improvement Estimated Value of Land r $730,241.00
Total Pre-Improvement Estimated Value $730,241.00
The Municipal Property Tax Abatement on the improved value of the Project after construction is
estimated at $288,006.75 per year for a total amount of$1,440,033.75 over the five-year period.
However, this estimate may differ from the actual tax abatement value, which will be calculated
based on the Tarrant Appraisal District appraised value of the property.
In the event of a sale of this property, the Tax Abatement Agreement may be assigned to an
affiliate without the consent of the City Council or to a new owner with City Council approval, only
if the new owner meets all of the eligibility criteria as stated in the NEZ Tax Abatement Policy and
Basic Incentives.
This property is located in COUNCIL DISTRICT 9, Mapsco 76U.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Cynthia Garcia (8187).
Jesus Chapa (5804)
Additional Information Contact: Sarah Odle (7316)
ATTACHMENTS
2521 Frazier Avenue Map.pdf
2521 Frazier Elevation.pdf,
http://apps.cAvnet.org/council_pack-et/mc review.asp?lD=19447&counciIdate=2/4/2014[02/05/2014 9:38:58 AM]
EXHIBIT C
AMENDMENT OF THE TAX ABATEMENT AGREEMENT
[See attached]
Estoppel Certificate Crest Berkeley TIC I,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
34
56
' CITY SECRETARY
CON TRACT NO. q by 55 9
('• \2 ti AMENDMENT
TO CITY SECRETARY CONTRACT NO.46559
NEIGHBORHOOD EMPOWERMENT ZONE
` TAX ABATMENT AGREEMENT
2521 Frazier Avenue
This AMENDMENT TO CITY SECRETARY CONTRACT NO. 46559,
NEIGHBORHOOD EMPOWERMENT ZONE TAX ABATEMENT AGREEMENT is
made and entered into by and between the CITY OF FORT WORTH(the"City"), a municipal
corporation of Tarrant County, Texas, acting herein by and through Fernando Costa, its duly
authorized Assistant City Manager, and CREST BERKELEY TIC I, LLC, Delaware limited
liability company, CREST BERKELEY TIC II, LLC, a Delaware limited liability company,
and CREST BERKELEY TIC III, LLC, a Delaware limited liability company (collectively,
"Owner").
RECITALS
WHEREAS,the City of Fort Worth("City")and Owner's predecessor in interest made and
entered into City Secretary Contract No. 46559 (the "Agreement") to authorize a Neighborhood
Empowerment Zone ("NEZ") tax abatement agreement for the property located at 2521 Frazier
Avenue,Fort Worth,Texas 76110;and
WHEREAS, the Agreement provides that the "Abatement Beginning Date" shall begin on
January 1 of the year following the Compliance Auditing Tenn;and
WHEREAS, it advisable to execute this Amendment to the Agreement to revise the
Agreement to revise the "Abatement Beginning Date" to begin in 2019 and terminate in 2023 to
provide for the full realization of the five year abatement period.
NOW THEREFORE, City and Owner, acting herein by and through their duly authorized
representatives,enter into the following that amends the Agreement:
1.
Section 2.5 Terms is hereby amended to revise the "Abatement Beginning Date"to 2019, to
read as follows:
2.5 Terms.
January 1 of the year following the year in which a final certificate of occupancy is
CSC No.46559 NEZ Tax Abatement Amendment 1 of4
Berkeley Apartments Phase 11 LLC t
c�FFIC�3�.�r�F�y_ ��_,
CITY SECRETARY
FT. WORTH,TX
issued for the Required Improvements will constitute the start of auditing for compliance of this
Agreement("Compliance Auditing Term"). Taxes will not be abated during the first year of the
Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin on
January 1, 2019 ("Abatement Beginning Date").Unless sooner terminated as herein provided, the
Term and the Compliance Auditing Term shall end on the December 31, 2023. Information for the
last Compliance Auditing Term shall be submitted as indicated in Section 3.3.
2.
All other provisions of the Agreement and Exhibits which are not expressly amended herein
shall remain in full force and effect.
EXECUTED on this the /Z d day of Qoa"t .2019.
CITY OF FORT WORTH: OF F0�T�
A7M;
Fernando Costa
Assistant City Manager
Mary J. 0ykr, City Secretary N, c
Approved as to Form Legality:
IJ'�!� .
Melmda Ramos
Senior Assistant City Attorney
CREST BERKELEY TIC I,LLC,
a Delaware limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation, its Manager
By: /e,--- —
Printed ame:Kevin K.Braun
Title: Vice President
rFT.
AL RECORD
CSC No.46559 NEZ Tax Abatement Amendment R
Berkeley Apartments Phase 11 LLC EC�I��°TARY
ORTH,TX
CREST BERKELEY TIC II,LLC,
a Delaware limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation, its Manager
By:
Printed ame:Kevin K. Braun
Title: Vice President
CREST BERKELEY TIC III,LLC,
a Delaware limited liability company
By: Crest Opportunity X, Inc.,
a Texas corporation, its Manager
By:
Printed ame: Kevin K. Braun
Title: Vice President
ET. WORTH,
RE]
CORED)No.46559 NEZ Tax Abatement Amendment
Berkeley Apartments Phase 11 LLC TARY
TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Fernando Costa, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed
the same for the purposes and consideration therein expressed, as the act and deed of the CITY
OF FORT WORTH, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2019.
M. LAUREN ROSALES
Notary ID# 124018929
My Commission Expires Notary Public, State of Texas
May 10,2020
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Kevin K. Braun, Vice President of Crest Opportunity X,
Inc., in its capacity as manager for Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, and
Crest Berkeley TIC III, LLC, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the same for the purposes
and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1�15 day of
2019.
a L'—At l VOL ✓
F SUSAN TANDUKAR
124964311 Notary 10#� 1249 Notary Public, State of Texas
My Commission Expires
October 20,2020
CSC No.46559 NEZ Tax Abatement Amendment OFF10AL REr-C-i, 4
Berkeley Apartments Phase H LLC
�9�S1=G ETa`�,rI
Ivy: 11tfO Tj..." .q x
EXHIBIT D
FORM OF ASSIGNMENT AGREEMENT
[See attached]
Estoppel Certificate Crest Berkeley TIC 1,LLC,Crest Berkeley TIC II,LLC and Crest Berkeley TIC III,LLC and CH Realty IX-
Knightvest MF FW Berkeley Owner,LP
CONSENT TO ASSIGNMENT OF
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 46559 AND AS AMENDED BY
CITY SECRETARY CONTRACT NO. 46559-Al)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 46559
("Consent") is made and entered into by and between the CITY OF FORT WORTH ("City"), a
home rule municipal corporation organized under the laws of the State of Texas, and Crest Berkeley
TIC I, LLC, Crest Berkeley TIC II, LLC, and Crest Berkeley TIC III, LLC, Delaware limited
liability companies ("Assignor or Owner"), and CH Realty IX-Knightvest MF FW Berkeley
Owner, LP, a Delaware limited partnership ("Assignee").
The following introductory provisions are true and correct and from the basis of this Consent:
A. On or about February 2, 2014, the City and Park Ridge Multi-Family LP, ("Park Ridge")
entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City
Secretary Contract No.46559(the"Agreement"),and as amended on August 6,2019,City Secretary
Contract No. 46559-A1. Under the Agreement, Park Ridge agreed to construct to construct a multi-
family complex containing rental apartment units (each an "Apartment") and certain other
improvements on real property owned by Park Ridge(the"Land"), and to set aside a certain number
of Apartments as affordable housing units for lease exclusively to qualifying households, as more
specifically provided in the Abatement Agreement. In return, the City agreed to abate up to one
hundred percent(100%)of the real property taxes generated from the increase in the taxable value of
the improvements on the Land as more specifically provided in the Abatement Agreement. The
Abatement was granted pursuant to the City's Neighborhood Empowerment Zone Policy ("NEZ
Policy").
B. Park Ridge transferred the Land to Berkeley Apartments Phase II LLC (Berkeley Phase II)
("Assignor"), which was an Affiliate of Park Ridge. Both Park Ridge and Assignor agreed to the
assignment by Park Ridge of all rights and interest in the Abatement Agreement to Assignor. Under
Section 6 of the Abatement Agreement, Assignor may assign this Agreement and all or any portion
of the benefits provided hereunder to an Affiliate without the consent of the City, provided that (i)
prior to or contemporaneously with the effectiveness of such assignment, Company provides the City
with written notice of such assignment, which notice shall include the name of the Affiliate and a
contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all
terms and conditions of Owner under this Agreement. Such Agreement is dated May 5, 2015, CSC
No. 46559-CAI.
C. Berkeley Phase II transferred the land to Crest Berkeley TIC I, LLC, Crest Berkeley TIC II,
LLC and Crest Berkeley TIC III, LLC (Crest Berkeley) ("Assignor"). Both Berkeley Phase II and
Assignor agreed to the assignment by Crest Berkeley of all rights and interest in the Abatement
Agreement to Assignor. Under Section 6 of the Abatement Agreement,Assignor may not assign this
Agreement and all or any portion of the benefits provided hereunder to anyone other than an Affiliate
without the consent of the City. The City granted approval on September 26, 2017, M&C C-28394.
Such Agreement is dated October 5, 2017, CSC No. 46559-CA2.
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0575 on August 17,2021
1
D. Assignor has sold its interest in the Land and Required Improvements to Assignee. Both
Assignor and Assignee have requested that the City consent to an assignment by Assignor of all of
Assignor's rights and interest in the Abatement Agreement to Assignee.
NOW THEREFORE, in consideration of the mutual terms and conditions herein contained
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties hereby agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Assignor by the Agreement, effective as of August 19, 2021, ("Effective
Consent Date").
2. The City consents to such assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to the City that as of the Effective Consent Date
Assignee will comply with all duties and obligations of Owner set forth in the Agreement.
3. Assignee understand and agrees that no act or omission of Assignor, whether on, before or
after the Effective Consent Date, will serve to mitigate (i) any Abatement Amounts, Terms
and Conditions set forth in Sections 2 and 3 of the Agreement (ii) any Event of Default set
forth in Section 4 of the Agreement.
4. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement
that are an addition to or greater than those of the Owner thereunder.
5. All terms in this Consent that are capitalized but not defined shall have the meanings assigned
to them in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective Consent
Date.
CITY OF FORT WORTH
Fernando Costa
Assistant City Manager
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC 1, LLC, Crest Berkeley TIC 11, LLC, Crest Berkeley TIC III, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0575 on August 17, 2021
2
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal
corporation, that he was duly authorized to perform the same by appropriate Mayor and Council
Communication of the City Council of the City of Fort Worth and that he executed the same as the
act of the said City for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
92021.
Notary Public in and for
the State of Texas
ATTEST:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Melinda Ramos
Sr. Assistant City Attorney
M & C: 21-0575
ASSIGNOR: CREST BERKELEY TIC I,LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By:
Name: Kevin K. Braun
Title: Vice President
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0575 on August 17, 2021
3
ASSIGNOR: CREST BERKELEY TIC II,LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By:
Name: Kevin K. Braun
Title: Vice President
ASSIGNOR: CREST BERKELEY TIC III,LLC, a Delaware limited liability company
By: Crest Opportunity X, Inc., a Texas corporation, its Manager
By:
Name: Kevin K. Braun
Title: Vice President
ASSIGNEE: CH REALTY IX-KNIGHTVEST MF FW BERKELEY OWNER,LP, a Delaware
limited liability company
By: KV Berkeley GP, LLC,
a Delaware limited liability company,
its general partner
By: Knightvest 2021, LLC,
a Texas limited liability company,
its manager
By:
Name: David S. Moore
Title: Manager
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC III, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0575 on August 17, 2021
4
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Kevin K. Braun, Vice
President of Crest Opportunity X, Inc., 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 Crest
Opportunity X, Inc., a Texas corporation, as Manager of Crest Berkeley TIC 1, LLC, Crest Berkeley
TIC II, LLC and Crest Berkeley TIC III, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
, 2021.
Notary Public in and for
the State of Texas
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME,the undersigned authority,on this day personally appeared David S. Moore,Manager of
Knightvest 2021, LLC, 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 Knightvest 2021, LLC,
Manager for KV Berkeley GP, LLC, General Partner of CH Realty IX-Knightvest MF FW Berkeley
Owner,LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2021.
Notary Public in and for
the State of Texas
Consent to Assignment of Tax Abatement Agreement#46559-CA2
from Crest Berkeley TIC I, LLC, Crest Berkeley TIC II, LLC, Crest Berkeley TIC 11I, LLC to CH
Realty IX-Knightvest MF FW Berkeley Owner, LP
Approved by M&C 21-0575 on August 17, 2021
5