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Contract 28492
CITY SECRgTARy STATE OF TEXAS § COINTRAGT fit® COUNTY OF TARRANT- § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a Home rule municipal corporation organized under the laws of the State of Texas and acting by and through Reid Rector, its duly authorized Assistant City Manager, and TLC GREEN PROPERTY ASSOCIATES I, L.P. ("Owner"), a Texas limited partnership acting by and through Barry P. Marcus, the duly authorized Senior Vice President of Greenfield TLC GP, LLC, a Delaware limited liability company and Owner's general partner. 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. On February 26, 2002, the City Council adopted Resolution No. 2811, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy Statement"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes. B. The Policy Statement 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"). C. On February 11, 2003, the City Council adopted Ordinance No. 15436 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 42, City of Fort Worth, Texas (the "Zone"). The Zone is an overlay within an existing tax increment reinvestment zone, Tax Increment Reinvestment Zone Number Three, City of Fort Worth,Texas (the"Downtown TIF"). D. Affiliates of Owner have entered into a contract to purchase certain real property, and the real property improvements thereon, all of which is located entirely within the Zone and is more particularly described in Exhibit `B", attached hereto and hereby made a part of this Agreement for all purposes (the"Land"). E. Owner or its lawful assigns plan to undertake the Required Improvements, as defined in Section 1.1 of this Agreement, in order to redevelop improvements on the Land as a high-rise residential apartment and/or condominium tower with street level retail and an adjacent vehicular parking garage(the"Project"). �f���ML G?��C�G@ Page l K11 ��rir��llWltSll Tax Abatement Agreement between �? —y��Il� MM City of Fort Worth and TLC Green Property Associates I,L.P. �la U TIN ��Wo F. On January 29, 2003 Owner submitted an application for tax abatement to the City concerning the contemplated use of the Land(the"Application"), attached hereto as Exhibit"C" and hereby made a part of this Agreement for all purposes. G. The contemplated use of the Land, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and are in compliance with the Policy Statement,the Ordinance and other applicable laws, ordinances,rules and regulations. H. The terms of this Agreement, and the Land and Required Improvements, satisfy the eligibility criteria of the Policy Statement. I. 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 Land 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 redevelop, or cause to be redeveloped, improvements currently located on the Land as a high-rise combination retail and residential apartment and/or condominium tower(the "'Tower") (i)with at least 200 residential units occupying at least 300,000 square feet of space; (ii) with at least 20,000 square feet of space for street level retail business; and (iii) having a minimum Construction Cost upon completion of $50,000,000 (collectively, the "Required Improvements"). For purposes of this Agreement, "Construction Costs" shall mean site development costs, actual construction costs, including contractor fees, the costs of supplies and materials, the costs of tenant finish-outs, engineering fees, architectural fees, legal fees and other professional, development and permitting fees expended directly in connection with the Project. The City recognizes that Owner will request bids from various contractors in order to obtain the lowest reasonable price for the cost of the Project. In the event that bids for the Project are below $50,000,000 for work substantially the same as that provided in Exhibit "C" 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$50,000,000 on the Project, with the understanding that the City's staff will recommend,but cannot guarantee, approval of such amendment by the City Council. Page 2 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 1.2. Completion Date of Required Improvements. Owner intends to undertake work on the Required Improvements in accordance with the timeline set forth in Exhibit"C". Owner covenants and agrees that construction of all Required Improvements shall be substantially completed by June 30, 2005 unless delayed because of Force Majeure, in which case the June 30, 2005 date 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, material or labor restrictions, delays caused by unforeseen structural issues,weather delays, unreasonable delays by the City in issuing any permits or certificates of occupancy or conducting any inspections of or with respect to the Required Improvements or inspecting any of the Required Improvements, or delays caused by unforeseen construction or site issues, but shall not include construction delays caused due to purely financial matters involving Owner, such as,without limitation, delays in the obtaining of adequate financing. 1.3. Use of Land. Owner covenants that the Required Improvements shall be constructed and the Land shall be used in accordance with the description of the Project set forth in Exhibit "C". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for use as residential apartments for rent at market rates for the same or similar apartments, or condominiums available for rent or sale, with approximately 20,000 square feet of space dedicated to street level retail business and other commercial purposes and no more than 40,000 square feet of space dedicated for office use, and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. Provided that Owner has closed on its purchase of the Land, the City will grant to Owner a real property tax abatement on the Land for a period of one(1) year, as specifically provided in this Section 2 and subject to and in accordance with this Agreement (collectively, the "Abatement"). Owner understands and agrees that tangible personal property located on the Land will not be subject to tax abatement under this Agreement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Land for the 2005 tax year over its value for the 2003 tax year (the "Tax Increment"), which is the year in which this Agreement was entered into, and upon attainment by Owner of certain employment, contracting and spending benchmarks set forth in this Section 2. Notwithstanding anything that may be interpreted to the contrary in this Agreement, because the Laud is located in the Downtown TIF, this Agreement will not be effective unless approved by the Board of Directors of the Downtown TIF and the governing body of each taxing unit that deposits or has agreed to deposit tax increment into the fund of the Downtown TIF, as provided by Section 311.0125 of the Code. Page 3 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 2.1. Amount of Abatement. The Abatement granted hereunder may range up to a maximum of one hundred percent (100%) of the Tax Increment, and shall be calculated as follows: 2.1.1. Abatement Based on Completion of Required Improvements (60%). Owner shall receive an Abatement of sixty percent (60%) of the Tax Increment if Owner substantially completes the Required Improvements set forth in Section 1.1 by the completion date set forth in Section 1.2. For purposes of this Agreement, substantial completion shall mean the issuance by the City of a final certificate of occupancy for the residential units in the Tower and notice of compliance with shell building standards with respect to the retail space in the Tower. Determination of compliance with the requirements of this Section 2.1.1 shall be made on the earlier of June 30, 2005, as may be extended by Force Majeure, or the date on which a final certificate of occupancy is issued for the Required Improvements. Failure to substantially complete the Required Improvements as set forth in Section 1.1 by the completion date set forth in Section 1.2 shall constitute an Event of Default, as addressed in Section 4 of this Agreement. 2.1.2. Abatement Based on Construction Expenditures with Fort Worth Companies (20%). Owner shall receive an Abatement of twenty percent (20%) of the Tax Increment if, without regard to the actual amount of dollars spent on the Required Improvements, Owner spends at least twenty-five percent (25%) of the total actual Construction Costs with contractors that are Fort Worth Companies, as defined in Exhibit "A", Determination of compliance with the spending requirements of this Section 2.1.2 shall be based on spending during the period of time prior to and including June 30, 2005, as may be extended by Force Majeure. Failure to meet the goal set forth in this Section 2.1.2 shall not constitute an Event of Default but, rather, shall serve to reduce the amount of Abatement available to Owner hereunder by twenty percent(20%). 2.1.3. Abatement Based on Construction Expenditures with Fort Worth M/WBE Companies (20%). Owner shall receive an Abatement of twenty percent (20%) of the Tax Increment if, without regard to the actual amount of dollars spent on the Required Improvements, Owner spends at least twenty percent (20%) of the total Construction Costs with M/WBE certified contractors whose principal business office is located in the City ("Fort Worth M/WBE Companies"). Dollars spent with Fort Worth M/WBE Companies shall also count toward Owner's spending goal with respect to Fort Worth Companies, as set forth in Section 2.1.2. Page 4 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. Determination of compliance with the spending requirements of this Section 2.1.3 shall be based on spending during the period of time prior to and including June 30, 2005, as may be extended by Force Majeure. Failure to meet the goal set forth in this Section 2.1.3 shall not constitute an Event of Default but,rather, shall serve to reduce the amount of Abatement available to Owner hereunder by twenty percent (20%). 2.2. Additional Goals. 2.2.1. Central City Employment Goals. During calendar year 2005, if Owner provides any Full-time Equivalent Jobs on the Land, at least twenty-five percent (25%) of those positions will be held by residents of the Central City. For purposes of this Agreement, "Central City" shall be defined as those areas depicted in the map of Exhibit "D", attached hereto and hereby made a part of this Agreement for all purposes, as either the central city or a CDBG area, and "Full-time Equivalent Job" shall mean a job provided directly by Owner on the Land that is filled for a period of not less than forty (40) hours per week or another measurement used to define full-time equivalent employment by Owner in accordance with its then-current corporate-wide personnel policies and regulations. Failure to meet the goal set forth in this Section 2.2.1 shall not constitute an Event of Default but,rather, shall serve to reduce the amount of Abatement available to Owner as provided by and in accordance with Section 2.3.1. 2.2.2. Supply and Service Spending Goals with Fort Worth Companies. During calendar year 2005, if Owner enters into any contracts for supplies and services to be provided directly in connection with Owner's operation of the Required Improvements, Owner will spend at least $50,000 under such contracts with Fort Worth Companies, as defined in Exhibit "A". Failure to meet the goal set forth in this Section 2.2.2 shall not constitute an Event of Default but, rather, shall serve to reduce the amount of Abatement available to Owner as provided by and in accordance with Section 2.3.2. 2.2.3. Supply and Service Spending Goals with Fort Worth NVWBE Companies. During calendar year 2005, if Owner enters into any contracts for supplies and services to be provided directly in connection with Owner's operation of the Required Improvements, Owner will spend at least $20,000 under such contracts with Fort Worth MJWBE Companies. Failure to meet the goal set forth in this Section 2.2.3 shall not constitute an Event of Default but, rather, shall serve to reduce the amount of Abatement available to Owner as provided by and in accordance with Section 2.3.3. Page 5 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 2.3. Reduction of Abatement. Notwithstanding Section 2.1, the amount of Abatement available to Owner pursuant to the calculation set forth in Section 2.1 shall be reduced if Owner fails to meet the goals set forth in Sections 2.2.1, 2.2.2 and 2.2.3, as follows: 2.3.1. Failure to Meet Central City Employment Goals Under Section 2.2.1. If during calendar year 2005 Owner provided any Full-time Equivalent Jobs on the Land, but less than twenty-five percent (25%) of such Full-time Equivalent Jobs were held by residents of the Central City, as provided by and in accordance with Section 2.2.1 of this Agreement, then the amount of Abatement available to Owner pursuant to Section 2.1 shall be reduced by an amount equal to ten percent(10%) of the Tax Increment. 2.3.2. Failure to Meet Supply and Spending Goals with Fort Worth Companies Under Section 2.2.2. If during calendar year 2005 Owner was under any contract for supplies and services to be provided directly in connection with Owner's operation of the Required Improvements, and Owner did not spend at least $50,000 under any such contract with Fort Worth Companies, as provided by and in accordance with Section 2.2.2 of this Agreement, then the amount of Abatement available to Owner pursuant to Section 2.1 shall be reduced by an amount equal to five percent(5%) of the Tax Increment. 2.3.3. Failure to Meet Supply and Spending Goals with Fort Worth N /WBE Companies Under Section 2.2.3. If during calendar year 2005 Owner was under any contract for supplies and services to be provided directly in connection with Owner's operation of the Required Improvements, and Owner did not spend at least $20,000 under any such contract with Fort Worth M/WBE Companies, as provided by and in accordance with Section 2.2.3 of this Agreement, then the amount of Abatement available to Owner pursuant to Section 2.1 shall be reduced by an amount equal to five percent(5%) of the Tax Increment. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements thereon. Page 6 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 2.5. Term. As more specifically set forth in Section 3.4, the City will audit Owner's compliance with the terms and conditions of this Agreement during calendar year 2005. Taxes will be abated under this Agreement for the 2005 tax year only. Unless terminated earlier as provided herein,this Agreement shall commence upon execution by both the City and Owner and shall expire on the date as of which the City has, in accordance with Section 3.4, made a final determination of the amount of the Abatement and such Abatement has been applied to Owner's tax bill for the 2005 tax year(the"Term"). 2.6. Abatement Application Fee. The City acknowledges receipt from an affiliate of Owner of the required Application fee of one percent (1%) of Project's estimated cost, not to exceed $15,000. If Owner diligently begins or causes to begin the undertaking of the Required Improvements within one (1) year from the date of the Application (whether or not Owner actually receives any Abatement), this Application fee shall be creditable in full to the benefit of Owner against any permit, impact, inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Owner. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Land. Throughout the Term of this Agreement, at any time during normal office hours and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Land and any improvements thereon in order for the City to inspect the Land and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. The City shall have the right to audit 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 Term of this Agreement in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all Records available to the City on the Land 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. Page 7 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 3.3. Provision of Information. Owner shall provide information and documentation for calendar year 2005 that addresses Owner's compliance with each of the terms and conditions of this Agreement as follows: 3.3.1. On or before August 31, 2005, Owner will provide the City with a report that sets forth the total number of Central City residents holding new Full-time Equivalent Jobs as of August 1, 2005, if any, together with reasonable documentation regarding the residency of such employees; and 3.3.2. On or before June 30, 2005, Owner will provide the City with a report that sets forth the number and dollar amounts of all construction contracts and subcontracts awarded on the Project, specifying the number and dollar amounts spent with contractors that are Fort Worth Companies, as defined in Exhibit "A", and with contractors that are Fort Worth M/WBE Companies, as defined in Section 2.1.3; and 3.3.3. On or before January 15, 2006, Owner will provide the City with a report that sets forth the gross dollars and supporting details showing the amounts spent by Owner on local discretionary supply and service contracts, specifying the number and dollar amounts spent with vendors that are Fort Worth Companies, as defined in Exhibit "A", and with vendors that are Fort Worth M/WBE Companies, as defined in Section 2.1.3. Owner shall supply any additional information requested by the City that is pertinent to the City's evaluation of Owner's compliance with each of the terms and conditions of this Agreement. Failure to provide all information required by the deadlines set forth above shall not constitute an Event of Default, but Owner understands and agrees that Owner will not be entitled to any Abatement hereunder until all such information has been provided to the City. All of the foregoing shall be subject to applicable federal and state privacy laws and regulations. 3.4. Determination of Compliance. Within thirty(30) calendar days following provision of the information required by Sections 3.3.1 and 3.3.2, and within five (5) calendar days following provision of the information required by Section 3.3.3, based on the City's audit of the Records and any inspections of the Land and/or the Required Improvements, the City shall notify Owner in writing of the actual percentage of Abatement with respect to the requirements set forth in Section 2.1.1 and the goals set forth in Sections 2.1.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 to which Owner is eligible to receive under this Agreement. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Owner, at Owner's sole cost and expense, may request an independent third party who is reasonably acceptable to the City to verify the Page 8 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates 1,L.P. findings of the City within not more than thirty (30) calendar days following receipt of Owner's notice to the City, and if any discrepancies are found, the City, Owner and the independent third party shall cooperate with one another to resolve the discrepancy. If resolution cannot be achieved, the matter may be taken to the City Council for consideration in an open public meeting at which both City staff and Owner's representatives will be given an opportunity to comment. The ruling and determination by the City Council shall be final. 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 of this Agreement are not met; or (ii) at any time prior to the expiration of the Term, ad valorem real property taxes with respect to the Land or the Project, or ad valorem taxes with respect to Owner's tangible personal property located on the Land, 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 Sections 2.1.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 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. If the City determines that an Event of Default has occurred due to Owner's failure to construct the Required Improvements set forth in Section 1.1 by the completion date set forth in Section 1.2, subject to any remedies available to Owner under Section 3.4,the City will have the right to terminate this Agreement upon written notice to Owner without any opportunity to cure. If the City determines that an Event of Default has occurred on any other basis, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have ninety (90) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than one hundred eighty (180) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Page 9 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (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 the year in which the 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 Land. 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 Land or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii)there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. S. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. This Agreement shall be binding on and inure to the benefit of the parties,their respective successors and assigns. Provided that TLC is not in default at the time, TLC may assign all or part of its rights and obligations hereunder without the approval or consent of the City. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Page 10 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. City: Owner: City of Fort Worth TLC Green Property Associates I, L.P. Attn: City Manager Attn: Tony Landrum 1000 Throckmorton 512 Main St., Suite 1500 Fort Worth,TX 76102 Fort Worth,TX 76102 with copies to: with copies to: the City Attorney and Dee S. Finley,Jr. Economic/Community Development Harris,Finley&Bogle,P.C. Director at the same address 777 Main St., Suite 3600 Fort Worth,TX 76102 and Barry P. Marcus Greenfield Partners, LLC 50 North Water Street South Norwalk, CT 06854 7. MISCELLANEOUS. 7.1. 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. 7.2. Conflicts of Interest. Neither the Land 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. 7.3. Conflicts Between Documents. In the event of any conflict between the body of this Agreement and Exhibit "C", the body of this Agreement shall control. 7.4. Future Application. A portion or all of the Land and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future Page I 1 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Land and/or Required Improvements. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. 19479 on February 18, 2003, which, among other, things, authorized the City Manager to execute this Agreement on behalf of the City. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in fall force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions or City Council actions authorizing this Agreement, and Owner shall be entitled to intervene in any such litigation. 7.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. 7.9. Recordation. A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas. 7.10. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Page 12 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates I,L.P. 7.11. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.12. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 7.13. Amendment. This Agreement may be amended only by the written agreement of the City and Owner. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: CITE' OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: � �. �i'" By: Reid Rector Peter Vaky Assistant City Manager Assistant City Attorney Date: 5 M& C: C--17471 2-16--0.3 ATTEST: By: City ecretary Page 13 U fflak RECORD Tax Abatement Agreement between CHI ClICU�IM,P�} City of Fort Worth and TLC Green Property Associates I,L.P. ((����}} ����yp�o,)� �'yQ� U�a UU�J���uuh��UUa TLC GREEN PROPERTY ASSOCIATES I,L.P.: By: Greenfield TLC GP, LLC, a Delaware limited liability company and Owner's general partner: By: �� P ,--- Barry P. Marcus Senior Vice President ATTEST: By: Page 14 Tax Abatement Agreement between City of Fort Worth and TLC Green Property Associates 1,L.P. STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Reid Rector, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, 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 CITY OF FORT WORTH, 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 CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ' day of 2003. y ROSELLA BARNES Notary Public in and for NOTARY PUBLIC the State of Texas 1`�4 A01 State of Texas COM Exp.03-31-2005 Notary's Printed Name STATE 0 § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared Barry P. Marcus, Senior Vice President of Greenfield TLC GP, LLC., the general partner of TLC GREEN PROPERTY ASSOCIATES 1, L.P., known tome 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 TLC GREEN PROPERTY ASSOCIATES I,L.P. IVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2003. N Pub"A m* and for the State of--4v?,7eC BARBARAGERWIEN Notary's Printed Name Nary rUD110 Fairfotield Cty,CT My Commission Expires 4-30-2007 Ak City Of 111M � FORT WORTH Tax Abatement Policy CITY OF FORT WORTH TAX ABATEMENT POLICY Effective March 1,2002 through February 29,2004 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 Central 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 Central 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. "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. Page 1 of 7 "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 or Woman-owned Business Enterprise (MWBE)" is a minority or woman-owned business that has received certification as either a Minority Business Enterprise (MBE) or Woman-owned Business Enterprise (WBE) by either the North Central Texas Regional Certification Agency (NCTRCA) 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. "Central City" is the area in Fort Worth that is within Interstate Loop 820 consisting of. all Community Development Block Grant (CDBG) eligible census block groups, and all State-designated enterprise zones, and all census block groups that are contiguous by 75 percent or more of their perimeter to CDBG- eligible block groups or enterprise zones. (see.Map"A") 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, 103 6.01, 103 7.01, 1038, 1040, 1041 (partial) (see Map `B"); 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). Page 2 of 7 B. COMMERCIAL/INDUSTRIAL 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 the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for full time employment.; OR b. Is located in the Central City (as identified on Map "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of the Central City and any CDBG-eligible census tract outside the Central City and commits to hire an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City(as identified on Map "A") for full time employment; OR C. Is located outside of the Central City, has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from-the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "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 must: a. Upon completion have a minimum capital investment of$10 million; OR b. Result in increased-employment for which the business commits to hire and retain an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A")for new, full time positions; AND C. 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. 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. Page 3 of 7 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 Rill 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 the Central City and any CDBG-eligible census tract outside the Central City(as identified on Map "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 Woman-owned Business Enterprises (MWBEs) 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. r 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 Economic and Community Development Department. F. An application fee must accompany the application. The fee is calculated at the lesser of: (i) I% 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. Page 4 of 7 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 and Community Development Department 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"Central City"residents. 4. Percent of construction contracts committed to: a. Fort Worth based firms,and b. Minority and Woman-owned Business Enterprises (MWBEs). 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Woman-owned Business Enterprises (MWBEs). 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 and Community Development . Department may present the application to,the City Council's Economic Development Committee. Page 5 of 7 C. Consideration by Council Committee Should the Economic and Community Development Department present the application to the City Council's Economic Development 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 fording by r requesting the City Council: (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. 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. Page 6 of 7 V111. 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 February.1" 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. Page 7 of 7 For additional information about this Tax Abatement Policy, contact the City of Fort Worth's Economic Development Office using the information below: City of Fort Worth Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 871-6103 http://fortworthgov.org/ecodev/ U'IORT WO-ft. �p Page 8 of 8 a�k ,.-� s 4 CD n n n N 4 o CD n CL ! o co o 0 3 y n m - m - rn m jn!xz ry�i' N G air to Fljg- S5 rn >Zikr r-, Gam. �. •�,Y �'; �_•� .Z: y r�,, ;'��-�' .l',.1�.s7�.rrt. - ,4,fta��l}"�,`&� �'t n _. ;.�. 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S_." ... �. - _ _ Yi�•k.0�� ttW t>r � tt t tr• t r _ --- ��5J1� t ��,• Y k 1�y��ti � - � r,r t'� i�y� MWI tj Ng -7}iT>tnt.�uL��'"'s( r d d` Si" tt rL Y .mot i•?')I�- �l;A 'z'tn'.. v )�v �tF � � t.� �t��i� 8 TM 4 u r�•y :r'��e�1P � i� 1 ,� y r t �—?�—.) � a -u-j �R S•.�ra,�9' s.Y .- .t�::' t......a .i v'. ,';,I .ti� ••' ^,�'� i rjz. -{ a EXHIBIT "B" DESCRIPTION AND MAP OF LAND Beginning at a point of the intersection of the north ROW line of 5th St. and the east ROW line of Lamar St., thence Northeasterly along the north ROW line of 5th St. to a point where said line intersects with the West ROW line of Throckmorton St., thence Northwesterly along the west ROW line of Throckmorton St. to a point where said line intersects with the south ROW line of 4tt, St., thence Southwesterly along the south ROW line of 4th St. to a point where said line intersects with the west ROW line of Taylor St., thence Northwesterly along the west ROW line of Taylor St. to the midpoint of Block 76, Fort Worth Original Town Addition, thence Southwesterly to the midpoint of Block 76, Fort Worth Original Town Addition,to a point where said'line intersects with the east ROW line of Lamar St.,thence Southeasterly along the east ROW line of Lamar St. to a point where said line intersects with the north ROW line of 5th St., which is the point of beginning. West ROW line of Taylor St ti Midpoint of South ROW / Block 76 line of 4th St West ROW line of Throckmorton St East ROW line of Lamar St North ROW line of 5th St HiA h' EXHIBIT cti� IXT 4• ty. of Fort Worth -mcentive App. i a Ion Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 817-871-6103 . .i 11,,`:c11'.t1,V G !/ iii LtVii GENERAL INFORNIATION 1. Applicant Information: Company Name '""�G G rz F_.XJr "ELD .C./0 Company Address Sal:: MA IA) so i i F l S'c3O er�a�6r City, State, Zip Code W09:1-14 7-5/- ? Ca 102_ Contact Person (include title/position): c x7 ,��-N�gy;�t Telephone �( l ext. Fax ext. Mobile Telephoned 1 E-mail addresses: vAJC) , com 2. Project Site Information: Address/Location: 500 771-A oc<,),XV 2;c1,.J Current zoning: Will the property need to be rezoned? Yes_No If the property needs rezoning, please specify the zoning you will be seeking: Will the project require any site or building variances (YIN): '`l''' If yes, what variances will you seek?: 1-3J-06 C v 0,2 Ll •71Z) C; ;1-y ,CVO 3. Incentive(s) Requested: ['Reduced/Waived Development Fees ZReduced/Waived Permit Fees ❑ Community Facilities Agreement ❑ Land Bank program Tax Abatement(If yes,please answer 5 & 6 below) ❑- Workforce Development ❑ Transit Provisions ❑ Enterprise Zone Qualified Business 0 Industrial Revenue Bond 2-"Enterprise Zone Project ❑ Bridge financing/below market loan financing 2 Other s�D�ctr,�.���s'�R��r �s.c:sv,�� C~�-, ��c1.� t- �S 1 e�P 4. Do you intend to pursue abatement of: County Taxes? .9 Yes ❑ No 5. What level of abatement will you request: Years? j U Percentage? !OQ l Page 2 of 7 ECD010603 PROTECT INFORMATION For real estate projects please include below the project concept,targeted tenant mix,project benefits and how the project relates to existing community plans. Please attach a site plan. For business expansion project52, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate,please answer all that apply. 6: Please provide a brief description of the project. i• ��F_..Y► vet:ry a 0�- 0l-J 13 ArJ,4_1 0 A_�9 ?'c.3 tAy,-0 A-j'Y'deox -*.,,JO V C L.0 7A44- �—S 7. Project Description 3 BBC Size of project: SoS-000 square feet ihp c ` �' acres Check all that apply: C Office - _square feet C' Multi-family:3 20i001�'square feet ZV units Retail: 2Z ocOsquare feet O Industrial: square feet Will any portion of the project consist of vertical 'nixed-use: Anticipated date when construction will start? �`/;L002' Anticipated date of occupancy? %/.0 0-y' i A real estate project is one that involves the construction or renovation of real property.that will be either for lease odor sale. Any incentives given by the City should be considered only"gap"financing and should not be considered a substitute for debt and equity. 2 A business development project involves assistance to a business entity that seeks to expand its existing operations from a location within the Fort Worth or to Fort Worth.The business is in a growth mode seeking working capital,personal property or fixed asset financing.The City will refer start-up businesses to more appropriate organizations. Page 3 of 7 ECDO10603 A. Real Property 4 Current Assessed Valuation of: Land $ 1 • Improvements: $ � '�b,%- ® New Construction: Size Co �/,000 sq..ft. Cost of Construction $ f O x*-., L Renovation: Size �-Y!L d c�© sq. ft. Cost of Construction$ 5Y ;,U< ® Site Development.(parking, fencing, landscaping, etc.): Type of work to be done s' Cost of Site Development$ dU, C)60 B. Personal Property (complete all applicable) " ® . Current value of personal property exclusive of inventory and supplies in Fort Worth: Value of personal property, exclusive of inventory and supplies, for which your are seeking a tax abatement: $ t.' Current value in Fort Worth: Inventory$ © Supplies $ CJ Value for inventory and supplies after development/relocation and/or expansion: Inventory$ . Supplies $ Percent of inventory eligible for freeport exemption(inventory, exported from Texas within 175 days) ®. Are you seeking working capital financing? C If so,please state the value of working capital financing being sought: $ ! S. Employment and Job Creation: Temporary 1. How many construction jobs will be created? 2. What is the estimated payroll for these jobs? Permanent 1. How many persons are currently employed? 2. What percent of current employees Above are Fort Worth residents? 3. What percent of current employees above are Central City residents? Page 4 of 7 ECDO10603 4. Please complete the following table. Est.First Year Est. Fifth Year Est.Tenth Year New=Jobs!obeCreated ' Less Transfers* Net Jobs % of Net Jobs to be filled by Fort Worth Residents of Net Jobs to be filled by Central City Residents *If any employees will be transferring,please describe from where they will be transferring. I /0 CAr J C12-51-8-ILL ZZs 0 -3S6 Cv�,s.:k.v��ra�.� `o.� . .e.u� dd --ls Please attach a description of the j obs to be created, tasks to be performed for each, and wage rate for each classification, and a brief description of the employee benefit package(s) offered including portion paid by employee and employer respectively. See question#11 for more information. 9. Local Commitments: What percent of the construction costs (7A above) will you commit to spend with: Fort Worth businesses? % • Certified Minority and Woman-owned Business Enterprises? % Regarding discretionary supply and service expenses3 (i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): • What is the annual amount of discretionary supply and service expenses? $ �/��e ad • What percentage will be committed to Fort Worth businesses? a.c 57 % 74,000 • What percentage will be committed to certified Minority and Woman-Owned businesses? -`�?.� % = Sq, Zoo 3 Discretionary expenses incurred during the normal maintenance and operation of bu'sine'ss activities Page 5 of 7 ECDO10603 DISCLOSURES 10. Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. 0 11. Please provide the following information as attachment„ a) Explain why the incentive(s) requested is(are) necessary for the success of this project. Include a development and/or..business operating pro-forma or other documentation to substantiate your request. b) Describe any environmental impacts associated with this project. c) Describe any direct benefits to the City of Fort Worth as a result of this-project. d) Attach a legal description or surveyor's metes & bounds description. e) Attached a site plan for any real estate development project. fl Attach a copy of the most recent real and personal property tax statement from the Tarrant Appraisal District. .g) Attach a description of the jobs to be created (technician, engineer,.manager, etc.), tasks to be performed for each, and wage rate for each classification. h) 'Attach a brief description of the employee benefit packages) offered (i.e. health insurance, retirement,public transportation assistance, day care provisions, etc.)including portion paid by employee and employer respectively. 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 current applicable "Land Bank Policy," "Tax Abatement Policy, and/or "Fort Worth Enterprise Zone". Information Packet and agree to comply with the guidelines and criteria stated therein. Printed Navie Title Signatu e Date For Internal Use Only Project Location(check all that apply): _:urban village. _:neighborhood empowerment zone _:TIF district targeted area _:state enterprise zone _:Model Blocks Central City _; CDBG eligible area Foreign trade zone :Commercial corridor — Page 6 of 7 Definitions Abatement—the full or partial exemption from ad valorem taxes on eligible properties for a period of up to ten years and 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. 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). Central City—the area in Fort Worth that is within Interstate Loop 820 consisting of. all Community Development Block Grant(CDBG) eligible census block groups, and all State-designated enterprise zones, and all census block groups that are contiguous by 75 percent or more of their perimeter to CDBG- eligible block groups or enterprise zones. �" Enterprise protect—a business that is nominated by an enterprise zone governing body and approved by TDED for state and local benefits. The business must commit to create or retain permanent jobs, make capital investment in the enterprise zone, fill at least 25 percent of its new jobs with individuals who are either economically disadvantaged or residents of an enterprise zone within the governing body's jurisdiction, and maintain the level of employment from the date jobs are certified by the TDED for at least three years. Facility Expansion—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—a new permanent real property improvement undertaken to provide increased productivity for a new or existing Fort Worth company. Fort Worth Company—a business that has a principal office located within the city limits of Fort Worth. Minority or Woman-Owned Business Enterprise (MWBE)—a minority.or:woman-owned business that has received certification as either a Minority Business Enterprise (MBE) or Woman-owned.Business Enterprise (WBE) by either the North Central Texas Regional Certification Agency (NCTRCA).or the Texas Department of Transportation (TxDOT), Highway Division. Reinvestment Zone—an area designated as such by the City of Fort Worth or State of Texan in accordance with the Texas Property Redevelopment.and Tax Abatement Act, Sections 3 12.001 through 312.209 of the Tax Code. Residential Development Project—a development project which proposes to construct or renovate multi- family residential living units on property that is (pr meets the requirements to be) zoned multi-family as defined by the-City of Fort Worth Zoning Ordinance. Supply and Service Expenses—discretionary expenses incurred during the normal maintenance and operation activities of a business. 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Y tN rte, _ r1 N= O s` _ City of Fort Worth, Texas' Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 2/18/03 9479T 17BANK 1 of 2 SUBJECT AUTHORIZE EXECUTION OF TAX ABATEMENT AGREEMENT WITH TLC GREENFIELD, L.P. FOR REDEVELOPMENT OF FORMER BANK ONE TOWER AND ADJACENT PROPERTY RECOMMENDATION: It is recommended that the City Council 1. Authorize the City Manager to execute a Tax Abatement Agreement with TLC Greenfield, L.P. or TLC Green Property Associates I, L.P. (TLC) related to the redevelopment of the former Bank One Tower and adjacent property (the Agreement); and 2. Find that the terms and conditions of the Agreement, as outlined below, satisfy the City's Tax.Abatement Policy for qualified residential projects and that TLC's contemplated use of the former Bank One Tower and adjacent property (the Property) are consistent with encouraging development of that Property, generating economic development and increasing employment opportunities in the City. DISCUSSION: On February 11, 2003, pursuant to M&C G-13879, the City Council conducted a public hearing and adopted Ordinance No. 15436 designating the Property as Tax Abatement Reinvestment Zone Number 42, City of Fort Worth, Texas. This is a tax abatement reinvestment zone overlay within the boundaries of Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (Downtown TIF). The Property is currently damaged and vacant. Unless the Property is expediently redeveloped, business and commercial activity in that area of downtown may stall. Under the proposed Tax Abatement Agreement, TLC has committed to (i) substantially complete at least $50 million in real property investments on the Property by June 30, 2005; and (ii) spend at least 25% of its total construction costs in making those improvements with Fort Worth contractors; and (iii) spend at least 20% of its total construction costs in making those improvements with Fort Worth contractors that are certified as M/WBE companies. In return for the economic benefits and increased downtown housing opportunities that will accrue as a result of TLC's redevelopment of the Property, the City will abate up to 100% of TLC's increased real property taxes on the Property resulting from the proposed redevelopment. This abatement will be for one (1)year only, the 2005 tax year, and will compliment a 9-year Economic Development Program Grant Agreement that the City Council is considering pursuant to M&C C-19480. The purpose of the 1-year abatement is to'allow other taxing jurisdictions to also grant TLC an abatement of property taxes assessed by those jurisdictions. .Under state law, a taxing jurisdiction other than a municipality may not grant a tax abatement on property within a municipality unless the municipality has also granted a tax abatement for the same property. The actual amount of the abatement will depend upon the extent to which TLC met its construction and construction spending commitments, as outlined above and allocated as follows: ® 60% if TLC substantially completed at least $50 million in real property investments on the Property by June 30, 2005, in order for the former Bank One Tower to be used as residential apartments or condominiums with approximately 20,000 square feet of street level retail and no more than 40,000 square feet of office space; and City of Fort Worth, Texas Mayor and Council Communication DATE REFERENCE NUMBER I LOG NAME PAGE 2/18/03 C-19479 17BANK 2 of 2 SUBJECT AUTHORIZE EXECUTION OF TAX ABATEMENT AGREEMENT WITH TLC GREENFIELD, L.P. FOR REDEVELOPMENT OF FORMER BANK ONE TOWER AND ADJACENT PROPERTY • 20% if TLC spends at least 25% of its total construction costs with Fort Worth contractors; and 20% if TLC spends at Ieast'20% of its total construction costs with Fort Worth contractors that are certified as M/WBE companies. However, the abatement may be reduced if TLC does not meet certain goals, as follows: • By 10% if TLC provides any full time jobs on the Property and at least 25% of those jobs are not held by residents of the Central City; and • By 5% if TLC enters into any contracts for the provision of supplies and services to the Property but does not spend at least $50,000 per year under those contracts with Fort Worth companies; and • By 5% if TLC does not spend at least $20,000 per year under those contracts with Fort Worth certified M/WBE companies. TLC anticipates that it will have few, if any, employees on the Property and that any supply and service contracts will be minimal. Therefore, the gist of this abatement is directed at the actual redevelopment of the Property, and specifically the former Bank One Tower. The contemplated use of the Property is consistent with encouraging development of that Property and generating economic development and increasing employment opportunities in the City. The project outlined herein qualifies for tax abatement under the City's Tax Abatement Policy for qualified residential projects. The Tax Abatement Agreement is authorized by Chapter 312 of the Texas Tax Code. In accordance with Section 311.0125 of the Texas Tax Code, the Tax Abatement Agreement will be effective only if approved by the Board of Directors of the Downtown TIF and the governing bodies of each taxing jurisdiction that contributes tax increment to the Downtown TIF Tax Increment Fund. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will require no direct expenditure of City funds. RR:r Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Reid Rector 6140 Originating Department Head: Tom Higgins 6192 (from) APPROVED 2/18/03 Additional Information Contact: Peter Vaky 7601