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HomeMy WebLinkAboutContract 31168 CITY SECRETARY CONTRAC] NO STATE OF TEXAS § 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 Libby Watson, its duly authorized Assistant City Manager, and BERRY STREET LIMITED PARTNERSHIP ("Owner"), a Texas limited partnership acting by and through Phoenix G.P. XVIII, Inc., a Texas corporation 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 April 22, 2003 the City Council adopted Resolution No. 2938 entitled "Neighborhood Empowerment Zone (NEZ) Tax Abatement Policy and Basic Incentives" (the "NEZ Policy"), stating that the City elects to be eligible to participate in tax abatement in designated Neighborhood Empowerment Zones. The NEZ Policy, as subsequently amended, is attached hereto as Exhibit"A" and hereby made a part of this Agreement for all purposes. B. The NEZ Policy contains guidelines and criteria governing tax abatement agreements entered into between the City and various third parties that own or lease property within Neighborhood Empowerment Zones to be entered into as contemplated by Chapter 378 of the Texas Local Government Code and Chapter 312 of the Texas Tax Code, as amended(the"Tax Code"). C. On January 6, 2004 the City Council adopted Resolution No. 3030, designating a certain contiguous area of the City as the Berry/University Neighborhood Empowerment Zone(the "NEZ"), and adopted Ordinance No. 15815, designating the Berry/University Neighborhood Empowerment Zone as Neighborhood Empowerment Reinvestment Zone No. 13, City of Fort Worth, Texas. D. Owner owns or is under contract to purchase certain real property located in the NEZ and also leases certain currently tax-exempt real property located in the NEZ, all of which is more particularly described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes (the "Land"). E. Owner plans to construct and own the Required Improvements, as defined in Section 1.1 of this Agreement, on the Land for mixed-use residential and retail purposes (the "Project"). On October 13, 2004, Owner submitted an application for tax abatement to the City concerning the contemplated use of the Land (the "Application"), attached hereto as Exhibit ((Cl" and hereby made a part of this Agreement for all purposes. Page I Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership r t F. Owner has requested a ten (10)-year tax abatement, which, in accordance with the NEZ Policy, is subject to unique terms and conditions specific to the Project. The City Council hereby finds that the Project will be an important element in the realization of the Berry Street Initiative Strategic Plan, as outlined in the City's 2004 Comprehensive Plan, adopted by the City Council on February 24, 2004 pursuant to M&C G-14276. Accordingly, the City Council hereby finds that it is necessary and desirable to remove the Land from Neighborhood Empowerment Reinvestment Zone No. 13 and to designate a new Neighborhood Empowerment Reinvestment Zone comprising only the Land. F. On October 19, 2004, the City Council adopted Ordinance No. 16182 (the "Ordinance") removing the Land from Neighborhood Empowerment Reinvestment Zone No. 13, City of Fort Worth, Texas and designating the Land as Neighborhood Empowerment Reinvestment Zone No. 21, City of Fort Worth, Texas (the"Zone"). 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. H. The terms of this Agreement, and the Land and Required Improvements, satisfy the eligibility criteria of the NEZ Policy for ten (10)-year tax abatements on mixed-use developments, as outlined in Section III.D.2 of the NEZ Policy. L 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 Tax Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction in the Zone. 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 expend at least $46,000,000 in Construction Costs by the Completion Deadline, as defined in Section 1.2, to demolish all improvements currently located on the Land and to construct on the Land (i) one five (S)-story building and one six (6)-story building, which, together, shall contain (a) approximately 244 residential apartment units on all floors above the first floors of both buildings (the "Apartments") comprising at least twenty percent (20%) of the Gross Floor Area, as defined in the NEZ Policy, of both buildings and (b) approximately 38,000 square feet of retail/commercial space on the first floors of both buildings comprising at least ten percent (10%) of the Gross Floor Area, as defined in the NEZ Policy, of both buildings (the "Retail Spaces"), and (ii) a multi-level parking garage not to exceed eight (8) stories to accommodate both the apartment residents Page , Tax Abatement Agreement between City of Fort Worth and Berry Street limited Partnership and retail customers using the buildings (the "Required Improvements"). Owner shall also cause new taxable tangible personal property costing at least $1,000,000 to be placed within the Required Improvements as of the Completion Deadline, as defined in Section 1.2. The Required Improvements are more particularly described in Exhibit"D", attached hereto and hereby made a part of this Agreement for all purposes. Minor variations in the Required Improvements represented herein shall not constitute an Event of Default, as defined in Section 4.1. For purposes of this Agreement, "Construction Costs" shall mean site development costs, actual construction costs, including contractor fees, the costs of supplies and materials, engineering fees, architectural fees, construction interest paid during construction until a final certificate of occupancy is issued for the Apartments, and other professional, development and permitting fees expended directly in connection with construction of the Required Improvements. The City recognizes that Owner will request bids from various contractors in order to obtain the lowest reasonable Construction Costs for the Required Improvements. In the event that bids for the Required Improvements are below $46,000,000 for work substantially the same as that represented herein 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$46,000,000 in Construction Costs for the Required Improvements, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. 1.2. Completion Date of Required Improvements. The Required Improvements shall be deemed complete on the date as of which a final certificate of occupancy has been issued for all of the Required Improvements (the "Completion Date"). Owner covenants and agrees that the Completion Date shall occur by August 31, 2007 (the"Completion Deadline"). 1.3. Use of Required Improvements. Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained as a mixed-use residential and retail/commercial development only and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 1.4. Retail Employment Goal. Developer hereby agrees to use reasonable efforts to encourage lessees of the Retail Spaces to provide employment within the Retail Spaces to at least one hundred (100) individuals within sixty (60) calendar days following the Completion Date and at all times thereafter. However, if this goal is at any time not met, this Agreement shall nevertheless remain in full force and effect, and the Abatement granted hereunder shall not be reduced or withheld solely because this goal was not met. Page Tax Abatement Agreement between f "_• :;2 City of Fort Worth and Berry Street Limited Partnership ��',i 1.5. General Goal for Use of Fort Worth Certified M/WBE Companies. Owner hereby agrees, as a base goal, to undertake a good faith effort to spend or cause to be spent at least twenty-five percent (25%) of total Hard Construction Costs, as defined in Section 2.2.1.2, and at least twenty-five percent (25%) of annual Supply and Service Expenses (as defined in Section 2.2.5) with Fort Worth Certified M/WBE Companies (as defined in Section 2.2.1.3). Subject to Sections 2.2.1.3 and 2.2.6, a failure to meet this good faith goal shall neither serve to reduce the amount of Abatement granted hereunder nor be a default under this Agreement. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. For a period of up to ten (10) years, as specifically provided in this Section 2 and subject to and in accordance with this Agreement, the City will grant to Owner annual real property tax abatements on improvements located on the Land only and owned by Owner that are based on the positive difference between the taxable appraised value of improvements located on the Land for the 2004 tax year, which is the year in which this Agreement was entered into, and the taxable appraised value of improvements located on the Land for the tax year in which a real property tax abatement is due (collectively, the "Abatement"). There shall be no real property tax abatement on the Land itself or any personal property tax abatement on any taxable tangible personal property located on the Land. The actual amount of any Abatement granted under this Agreement in any of the latter five (5) years of this Agreement shall be calculated, in part, upon the degree to which Owner meets certain Construction Cost spending, employment, and supply and service spending commitments, set forth in Section 2.2. In addition, the overall Abatement after the fifth year of the Abatement Term shall be subject to a maximum cap, as provided in Section 2.3. 2.1. Amount of Abatement in Years 1-5 of the Abatement Term. Provided that the Required Improvements are constructed in accordance with the terms and conditions of Section 1.1 and that the Completion Date occurs by the Completion Deadline, Owner will receive a one hundred percent (100%) Abatement each year for the first five (5) years of the Abatement Term, as defined in Section 2.4. 2.2. Amount of Abatement in Years 6-10 of the Abatement Term. Subject to the formula for calculation of the Base Abatement, as defined in Section 2.2.1, and to the reductions outlined in Sections 2.2.2, 2.2.3, 2.2.4, 2.2.5 and 2.2.6, and subject to the Abatement Cap, as defined in Section 2.4, Owner will receive up to a one hundred percent (100%) Abatement each year for the latter five (5) years of the Abatement Term, as defined in Section 2.4, which shall specifically be calculated as follows: Page 4 Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership '? u q� Fy. '�kTfll M`L 2.2.1. Base Abatement. The base value of the Abatement (the "Base Abatement") during each of the latter five (5) years of the Abatement Term, as defined in Section 2.4, shall be a cumulative percentage based on the degree to which Owner met certain commitments regarding expenditures for construction of the Required Improvements, as follows: 2.2.1.1. Based on Completion of Required Improvements (60%). Provided that the Required Improvements were constructed in accordance with the terms and conditions of Section 1.1 and that the Completion Date occurred by the Completion Deadline, Owner will receive a sixty percent (60%) Abatement. If the required improvements were not constructed in accordance with the terms and conditions of Section 1.1 and/or the Completion Date did not occur by the Completion Deadline, an event of default shall occur, as more specifically provided by Section 4.1. 2.2.1.2. Abatement Based on Construction Cost Expenditures with Fort Worth Companies (25%). If as of the Completion Date at least the greater of (1) $7,060,000 in Hard Construction Costs for the Required Improvements or (ii) twenty percent (20%) of the total Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs, were expended with Fort Worth Companies, Owner will receive a twenty-five percent (25%) Abatement. Determination of attainment with the Construction Cost spending commitment set forth in this Section 2.2.1.2 shall be based on spending during the period of time prior to and including the Completion Date. For purposes of this Agreement, "Hard Construction Costs" shall mean site development costs, actual construction costs, including contractor fees and the costs of supplies and materials expended directly in connection with construction of the Required Improvements and a "Fort Worth Company" means a business that has a principal office located within the corporate limits of the City. 2.2.1.3. Abatement Based on Construction Cost Expenditures with Fort Worth Certified M/WBE Companies (15%). If as of the Completion Date at least the greater of (1) $5,295,000 in Hard Construction Costs, as defined in Section 2.2.1.2, for the Required Improvements or (ii) fifteen percent (15%) of the total Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs, were expended with Fort Worth Page 5 ���I:J_ ..`-. 1.5' �r• Tax Abatement Agreement het�ceen ., City of Fort Worth and Bcn), Street Limited Partnership Certified M/WBE Companies, Owner will receive a fifteen percent (15%) Abatement. Determination of attainment with the spending commitment set forth in this Section 2.2.1.3 shall be based on spending during the period of time prior to and including the Completion Date. For purposes of this Agreement, a "Fort Worth Certified M/WBE Company" means a minority- or woman-owned business that has a principal office located within the corporate limits of the City and has received certification as either a minority business enterprise (MBE) or a woman business enterprise (WBE) by the North Texas Central Regional Certification Agency (NCTRCA) or the Texas Department of Transportation (TxDOT), Highway Division. 2.2.1.4 Calculation of Base Abatement The Base Abatement shall equal the sum of the Abatement percentages to which Owner is entitled pursuant to and in accordance with Sections 2.2.1.1, 2.2.1.2 and 2.2.1.3. Determination of the amount of the Base Abatement shall be made by the City following receipt of all reports required by Sections 3.3.1, 3.3.2 and 3.3.3. 2.2.2. Reduction for Failure to Meet Overall Employment Commitment. In each of the latter five (5) years of the Compliance Auditing Term, as defined in Section 2.4, Owner shall cause at least six (6) Full-time Jobs to be filled on the Land (the "Overall Employment Commitment"). For purposes of this Agreement, "Full-time Job" means a job filled on the Land for a period of not less than forty (40) hours per week that is directly related to the operation and maintenance of the Apartments only. If the Overall Employment Commitment is not met in any year during the latter five (5) years of the Compliance Auditing Term, the value of the Base Abatement granted for the following year shall be reduced by an amount equal to $10,000 for each Full-time Job by which the Overall Employment Commitment was not met. Determination of compliance with the Overall Employment Commitment shall be based on Owner's employment data for August 1 (or another date requested by Owner and reasonably acceptable to the City) of each of the latter five (5) years of the Compliance Auditing Term. 2.2.3. Reduction for Failure to Meet Employment Commitment for Fort Worth Residents. In each of the latter five (5) years of the Compliance Auditing Term, as defined in Section 2.4, Owner shall cause at least the greater of(1) four (4) Full- time Jobs or (ii) sixty-seven (67%) of all Full-time Jobs, regardless of the total number of Full-time Jobs filled on the Land, to be held by Fort Worth Residents (the "Fort Worth Employment Commitment"). For purposes of this Agreement, "Fort Worth Resident" means an individual whose principal place Page 61. . Tax Abatement Agreement bct��cen ^ ��, <„- o, City of Fort Worth and f3cm. Strcct Limited Partnership „� U MK of residence is located within the corporate limits of the City. If the Fort Worth Employment Commitment is not met in any year during the latter five (5) years of the Compliance Auditing Term, the value of the Base Abatement granted for the following year shall be reduced by an amount equal to $10,000 for each Full-time Job by which the Fort Worth Employment Commitment was not met. Determination of compliance with the Fort Worth Employment Commitment shall be based on Owner's employment data for August 1 (or another date requested by Owner and reasonably acceptable to the City) of each of the latter five (5) years of the Compliance Auditing Term. In addition, a Full-time Job held by a Fort Worth Resident shall also count as a Full-time Job filled on the Land for purposes of the Overall Employment Commitment set forth in Section 2.2.2. 2.2.4. Reduction for Failure to Meet Employment Commitment for Central City Residents. In each of the latter five (5) years of the Compliance Auditing Term, as defined in Section 2.4, Owner shall cause at least the greater of(i) two (2) Full- time Jobs or (ii) thirty-three (33%) of all Full-time Jobs, regardless of the total number of Full-time Jobs filled on the Land, to be held by Central City Residents (the "Central City Employment Commitment"). For purposes of this Agreement, "Central City Resident" means an individual whose principal place of residence is located within the area of the corporate limits of the City within Loop 820 (1) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeters to CDBG eligible block groups or enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside of Loop 820, all as more specifically depicted in the map attached hereto as Exhibit "E", which is hereby made a part of this Agreement for all purposes. If the Central City Employment Commitment is not met in any year during the latter five (5) years of the Compliance Auditing Term, the value of the Base Abatement granted for the following year shall be reduced by an amount equal to $10,000 for each Full-time Job by which the Central City Employment Commitment was not met. Determination of compliance with the Central City Employment Commitment shall be based on Owner's employment data for August 1 (or another date requested by Owner and reasonably acceptable to the City) of each of the latter five (5) years of the Compliance Auditing Term. In addition, a Full-time Job held by a Central City Resident shall also count as a Full-time Job filled on the Land for purposes of the Overall Employment Commitment set forth in Section 2.2.2 and as a Full-time Job held by a Fort Worth Resident for purposes of the Fort Worth Employment Commitment set forth in Section 2.2.3. Page 7 Tax Abatement Agreement het�ceen City of Fort Worth and E3em, .Street Limited Partnership YES. 2.2.5. Reduction for Failure to Make Supply and Service Expenditures with Fort Worth Companies. In each of the latter five (5) years of the Compliance Auditing Term, as defined in Section 2.4, Owner shall cause at least the greater of (i) $150,000 in local discretionary funds for supplies and services directly in connection with the operation and maintenance of the Apartments ("Supply and Service Expenditures") or (ii) sixty percent (60%) of all Supply and Service Expenditures, regardless of the total amount of Supply and Service Expenditures, to be made with Fort Worth Companies, as defined in Section 2.2.1.2 (the "Fort Worth Supply Commitment"). If the Fort Worth Supply Commitment is not met in any year during the latter five (5) years of the Compliance Auditing Term, the value of the Base Abatement granted for the following year shall be reduced by an amount equal to the number of dollars by which the Fort Worth Supply Commitment was not met. Determination of compliance with the spending requirements of this Section 2.2.5 shall be based on spending for an entire calendar year. 2.2.6. Reduction for Failure to Make Supply and Service Expenditures with Fort Worth Certified M/WBE Companies. In each of the latter five (5) years of the Compliance Auditing Term, as defined in Section 2.4, Owner shall cause at least the greater of (i) $50,000 in Supply and Service Expenditures or (ii) twenty percent (20%) of all Supply and Service Expenditures, regardless of the total amount of Supply and Service Expenditures, to be made with Fort Worth Certified M/WBE Companies, as defined in Section 2.2.1.3 (the "M/WBE Supply Commitment"). If the Fort Worth Supply Commitment is not met in any year during the latter five (5) years of the Compliance Auditing Term, the value of the Base Abatement granted for the following year shall be reduced by an amount equal to the number of dollars by which the Fort Worth Supply Commitment was not met. Determination of compliance with the spending requirements of this Section 2.2.5 shall be based on spending for an entire calendar year. Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies shall also count as Supply and Service Expenditures made with Fort Worth Companies for purposes of the Fort Worth Supply Commitment set forth in Section 2.2.5. 2.2.7. No Offsets. A deficiency in attainment of one or more of the Construction Cost spending, employment and/or Supply and Service Expenditure commitments set forth in Sections 2.2.1.2; 2.2.1.3; 2.2.2; 2.2.3; 2.2.4; 2.2.5 and/or 2.2.6 may not be offset by exceeding one or more of such commitments. In other words, if Owner exceeded its commitment for Construction Cost spending with Fort Worth Companies, as set forth in Section 2.2.1.2, by $100,000, but failed to meet its Page K � ��'i�:� A 5�C✓k✓ Tax Abatement Agreement between City of Fort Worth and Rerr- Street Limited Partnership commitment for Construction Cost spending with Fort Worth Certified M/WBE Companies, as set forth in Section 2.2.1.3, by $100,000, Owner would still fail to earn fifteen (15) percentage points toward the Base Abatement, as provided by Section 2.2.1.3. Likewise, if in a given year Owner exceeded the Fort Worth Employment Commitment, as set forth in Section 2.2.2, by one (1) employee but failed to meet the Central City Employment Commitment, as set forth in Section 2.2.3, by one (1) employee, the Base Abatement in the following year would still be reduced by$10,000 in accordance with Section 2.2.3 on account of Owner's failure to meet the Central City Employment Commitment. 2.2.8. Effect of Failure to Meet Section 2.2 Commitments. Unless specifically identified as an Event of Default, the failure to meet one or more Construction Cost spending, employment or Supply and Service Expenditure commitments set forth in Sections 2.2.1.2; 2.2.1.3; 2.2.2; 2.2.3; 2.2.4; 2.2.5 and/or 2.2.6 shall result only in the reduction of the percentage of Abatement available to Owner for a given year and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.3. Abatement Cap. Notwithstanding anything that may be interpreted to the contrary in this Agreement, the aggregate value of the Abatement granted hereunder will not exceed $4,471,955 (the "Abatement Cap"), at which point this Agreement shall automatically terminate; provided, however, that the Abatement Cap shall not be applicable until expiration of the fifth year of the Abatement Term, as defined in Section 2.4. For example, if the aggregate value of the Abatement granted hereunder as of the fourth year of the Abatement Term equals or exceeds $4,471,955, Owner will still be entitled to receive its full Abatement pursuant to Section 2.1 in the fifth year of the Abatement Term. However, in such a case Owner would not be entitled to receive any Abatement in the latter five (5) years of the Abatement Term on account of the Abatement Cap and, as a result, this Agreement would terminate upon expiration of the fifth year of the Abatement Term. In addition, no Abatement granted in any year during the latter five (5) years of the Abatement Term shall cause the Abatement Cap to be exceeded. In other words, if the amount of the Abatement due in a year during the latter five (5) years of the Abatement Term, as calculated in accordance with Section 2.2, would cause the Abatement Cap to be exceeded, then the amount of Abatement that the City is obligated to grant for such year shall be limited to only the amount that is necessary for the Abatement Cap to be reached. 2.4. Terms. This Agreement shall take effect on the later of(i) the date as of which both Owner and the City have executed this Agreement or (ii) the date as of which Owner is the owner and/or lessee of all of the Land. The Abatement available to Owner in the first five (5) years of the Abatement Term, as defined in this Section 2.5, will be governed by whether Page 9 f Tax Abatement Agreement between (�WK-,J A City of Fort Worth and Berry Street Limited Partnership e r, �. ��, p �. Owner meets its obligation to construct the Required Improvements in accordance with the terms and conditions of Section 1.1 and to complete the Required Improvements by the Completion Deadline, all as set forth in Section 2.1. The percentage of Abatement available to Owner in the latter five (5) years of the Abatement Term will be based, in part, on Owner's compliance with the Construction Cost spending, employment and Supply and Service Expenditure commitments set forth in Sections 2.2.1.2; 2.2.1.3; 2.2.2; 2.2.3; 2.2.4; 2.2.5 and/or 2.2.6, as the case may be. The term during which the City will audit Owner's compliance with all such obligations and commitments shall begin on January 1 of the year in which the Completion Date occurs (the "Compliance Auditing Term"). The term during which Owner may receive an Abatement pursuant to this Agreement shall begin on January 1 of the year following the first year of the Compliance Auditing Term (the "Abatement Term"). In other words, taxes will not be abated until the first tax year following the calendar year in which the Completion Date occurs. For example, if the Completion Date occurs in 2006, the first year of the Compliance Auditing Term will be 2006 and the Abatement Term will begin January 1, 2007, meaning that the first Abatement granted hereunder would be for the 2007 tax year and the last Abatement would be for the 2016 tax year, subject to the Abatement Cap. Unless this Agreement is terminated earlier in accordance with its terms and conditions, the Compliance Auditing Term and the Abatement Term shall end on the December 31 st immediately preceding their respective tenth(10th) anniversaries. 2.5. Abatement Application Fee. The City acknowledges receipt from Owner of the required Application fee of one- half of one percent (0.5%) of the Project's estimated cost, not to exceed $1,000 (the "Application Fee"). Provided that the Completion Date occurs on or before the Completion Deadline, the City shall be refund the Application Fee to Owner within thirty (30) calendar days following the Completion Date. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Property. Between the execution date of this Agreement and December 31 of the calendar year following the year in which Abatement Term expires, 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 ensure compliance with this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. Between the execution date of this Agreement and December 31 of the calendar year following the year in which the Tax Abatement Term expires, the City shall have the right to audit the financial and business records of Owner that relate to the Project and Page 1() Tax Abatement Agreement between (� City of Fort Worth and Berry Street Limited Partnership "'Ir Abatement terms and conditions (collectively, the "Records") 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. 3.3. Reports and Filings. 3.3.1. Plan for Use of Fort Worth Certified M/WBE Companies. Within ninety(90) calendar days following execution of this Agreement or prior to the submission of an application by or on behalf of Owner for a building permit to initiate construction of any of the Required Improvements, whichever is earlier, Owner will file a plan with the City as to how the goals for the use of Fort Worth Certified M/WBE Companies outlined in this Agreement will be attained. Owner agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 3.3.2. Monthly Spending Reports. From the date of execution of this Agreement until the Completion Date, in order to enable the City to assist Owner in meeting its goal for construction spending with Fort Worth Certified M/WBE Companies, Owner will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Construction Costs expended by and on behalf of Owner with Fort Worth Certified M/WBE Companies for construction of the Required Improvements. Owner agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 3.3.3. Construction Spending Report. Within one hundred twenty (120) calendar days following the Completion Date, Owner will provide the City with a report in a form reasonably acceptable to the City that specifically outlines the Construction Costs expended by and on behalf of Owner for construction of the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Owner, including, without limitation, final lien waivers signed by Owner's general contractor. This report shall also include actual Construction Costs expended by and on behalf of Owner for construction of the Required Improvements with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by or Page `v- 3" `.L "Tax Abatement Agreement between #Q�, City of Fort worth and Berry Street Limited Partnership on behalf of Owner to such contractors. If less than $46,000,000 in Construction Costs are verified in such report, and if there are payments being held in retainage due to such circumstances as uncompleted punch list items, deferment of development fees or pending final lien waivers, Owner may indicate items held in retainage in such report and may at any time prior to May 1 of the first year of the Abatement Term provide the City with a supplemental report that outlines those additional Construction Costs expended since submission of the initial report 3.3.4. Employment Report. On or before February 1 following the end of the sixth year of the Compliance Auditing Term and of each year of the Compliance Auditing Term thereafter, Owner shall provide the City with a report in a form reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs on the Land; (ii) the total number of Fort Worth Residents who held Full-time Jobs on the Land; and (iii) the total number of Central City Residents who held Full-time Jobs on the Land, all as of August 1 of the previous year, together with reasonable documentation regarding the residency of such employees; and 3.3.5. Quarterly Supply and Service Spending Report. Beginning in the sixth year of the Compliance Auditing Term, within thirty (30) calendar days following the end of each calendar quarter Owner will provide or cause to be provided a report to the City in a form reasonably acceptable to the City that specifically outlines the aggregate number of dollars expended in the same calendar year with Fort Worth Certified M/WBE Companies for supplies and services provided directly in connection with the operation of the Required Improvements. Owner agrees to meet or cause a representative to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary to address any concerns arising from the report. 3.3.6. General. 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 this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. All of the foregoing shall be subject to applicable federal and state privacy laws and regulations. 3.4. Determination of Compliance with Commitments in Latter Five Years. On or before August 1 of each of the latter five (5) years of the Abatement Term, the City shall make a decision and rule on the actual annual percentage of Abatement Page 1 Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership available to Owner for the following year of the Abatement Term based on the City's audit of the Records and any inspections of the Land and/or the Required Improvements and shall notify Owner in writing of such decision and ruling. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within thirty (30) 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 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 constitute a final determination by the City. 4. EVENTS OF DEFAULT. 4.1. Defined. Owner shall be in default of this Agreement if(i) any of the covenants set forth in any portion or all of Sections 1.1 and/or 1.2 of this Agreement are not met, in which case the City shall have the right to terminate this Agreement immediately by providing written notice to Owner; (ii) ad valorem real property taxes with respect to the Land and/or any improvements located thereon, including the Required Improvements, or its ad valorem taxes with respect to the 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; (iii) a sexually oriented business, as defined in the City's Zoning Ordinance, is operated anywhere on the Land; (iv) a liquor store or package store, as defined in the Texas Alcoholic Beverage Code is operated anywhere on the Land; (v) Owner receives a final conviction for violation of the City's Minimum Building Standards Code regarding the Land or any improvements located thereon, in which case this Agreement shall automatically terminate; or(vi) subject to Section 2.2.8 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. Except for the City's right to terminate this Agreement immediately on account of Owner's failure to meet any of the covenants set forth in any portion or all of Sections 1.1 and/or 1.2 and for an automatic termination of this Agreement on account of Owner's receiving a final conviction for violation of the City's Minimum Building Standards Code regarding the Land or any improvements located thereon, as provided in Section 4.1 and, 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 Page 13 Tax Abatement Agreement between Oty of Fort Worth and Berry Street Limited Partnership :1. 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 (1) 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, if any, 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 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 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 Land and over any taxable tangible personal property located thereon. 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 Tax Code at the time of the payment of such penalties and interest(currently, Section 33.01 of the Tax 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, (1) if the Abatement Term has commenced, the Abatement Term shall terminate as of the date that both the City and Owner have signed the written Termination Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. Page 14 Tas Ahatement Agreement between FCR-rW"1,-Ci ty of Fort Worth and Berry Street Limited Partnership �, 4.5. Force Maieure. It is expressly understood and agreed by the parties to this Agreement that if performance under this Agreement, or if the substantial completion of the construction of any improvements contemplated hereunder, is delayed by reason of war, civil commotion, acts of God, inclement weather, unreasonable governmental restrictions or interferences, delays caused by franchised utilities, fire or other casualty, court actions or other circumstances that are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform, regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such performance shall be extended for a period of time equal to the period such party was delayed. 5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. The Abatement granted hereunder shall vest only in Owner and applies only to those improvements located on the Land to which Owner has fee title. Owner may assign this Agreement to a third party purchaser of Owner's fee simple interest in improvements located on the Land, provided that the third party purchaser first submits an application for the Abatement, as required by and in accordance with Section III.E.6 of the NEZ Policy, at least thirty (30) days in advance of the assignment and executes a written agreement with the City in which the third party purchaser agrees thereafter to comply with all duties and obligations of Owner under this Agreement. A person or entity other than Owner that owns any improvements located on the Land will not be entitled to any tax abatement on such improvements unless this Agreement is assigned to that person or entity pursuant to and in accordance with this Section 5. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Owner: City of Fort Worth Berry Street Limited Partnership Attn: City Manager c/o Phoenix G.P. XVIII, Inc. 1000 Throckmorton Attn: Jason Runnels Fort Worth, TX 76102 2626 Howell Street, Suite 800 Dallas, TX 75204 Pakc Is I av Abatement Agreement between C uy o f t ort Worth and Berry Street Limited Partnership with copies to: with a copy to: the City Attorney and Jackson Walker, L.P. Economic/Community Development Attn: Myron Dornic Director at the same address 901 Main Street, Suite 6000 Dallas, TX 75202 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. No Delinquent Taxes or Liens. Owner hereby represents that neither Owner nor any of its affiliates, if any, are currently delinquent in the payment of any ad valorem property taxes to the City on any property owned by Owner or any of its affiliates. Owner hereby represents that no property owned by Owner or any of its affiliates currently has a City lien filed on such property, including, without limitation, weed liens, demolition liens, board-up/open structure liens or paving liens. 7.4. 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 or taxable tangible personal property thereon. 7.5. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Application, the body of this Agreement shall control. Page 16 Fax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership 7.6. 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. 7.7. 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. 7.8. Recordation. Owner shall cause a certified copy of this Agreement in recordable form to be recorded in the Deed Records of Tarrant County, Texas. 7.9. 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. 7.10. No Third Party Rights The provisions and conditions of this Agreement are solely for the benefit of the City and Owner, and any lawful assignee or successor of Owner (as evidenced by compliance with the terms and conditions of Section 5 of this Agreement), and are not intended to create any rights, contractual or otherwise, to any other person or entity. 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 Page 17 Fax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership 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: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By By: ibyyatson Peter Vaky Assistant City Manager Assistant City Attorney Date:_ /P , 30 ' O M & C: C-2035q /Q-M-Q ATTEST: By:Y�\"ZgM L-k City Secretary Page 18 Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership BERRY STRE T LIMITED PARTNERSHIP: By: Phoeni P. XVIII, In its General Partner By: L Name:Jason P. Runnels Title: Vice President Date: ATTEST: By aw� Pa*e P) Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership EXHIBITS "A" NEZ Policy "B" Metes and Bounds of the Land "C" Tax Abatement Application "D" Description and Schematic of Required Improvements "E" Map of Central City Page 20 Tax Abatement Agreement bctvvren City of Fort Worth and 13en-v Street limited Partnership STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Libby Watson, 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 2004. � TRACEY M. MCVAY Notary Public n and for i � My CO.I.,,�.SSION EXPIRt 3 the State of Texas / September 11,2007 ` aC Notary's Printe ame Page 21 Tax Abatement Agreement between City of Fort Worth and Berry Street Limited Partnership STATE OF S § IK C� . P Xv I( I /A)C. COUNTY OF D4tL fkS § BEFORE ME, the undersigned authority, on this day persona appeared JRscI P 9UNN ELs, VICE WEW-X of B HI , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of BERRY STREET LIMITED PARTNERSHIP. GIVEN UNDER MY HAND AND SEAL OF OFFICE this aD day of '�' � ,2004. n Notary Public in d for the State of SALLY RUSH /� /� kem MY Commi6sio�Exp /'l[�u"I AW 17,2000 Notary's Printed Name Page 22C:�J.. ai �42;��t Tax Abatement Azrcemcnt between City of Fort Worth and Berry Street Limited Partnership G'971'� YbG�� Exhibit "A" CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE (NEZ) TAX ABATEMENT POLICY AND BASIC INCENTIVES I. GENERAL PURPOSE AND OBJECTIVES Chapter 378 of the Texas Local Government Code allows a municipality to create a Neighborhood Empowerment Zone (NEZ) when a "...municipality determines that the creation of the zone would promote: (1) the creation of affordable housing, including manufactured housing, in the zone; (2) an increase in economic development in the zone; (3) an increase in the quality of social services, education, or public safety provided to residents of the zone; or (4) the rehabilitation of affordable housing in the zone. The City, by adopting the following NEZ Tax Abatement Policy and Basic Incentives, will promote affordable housing and economic development in Neighborhood Empowerment Zones. NEZ incentives will not be granted after the NEZ expires as defined in the resolution designating the NEZ. For each NEZ, the City Council may approve additional terms and incentives as permitted by Chapter 378 of the Texas Local Government Code or by City Council resolution. However, any tax abatement awarded before the expiration of a NEZ shall carry its full term according to its tax abatement agreement approved by the City Council. As mandated by state law, the property tax abatement under this policy applies to the owners of real property. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. II. DEFINITIONS "Abatement" means the full or partial exemption from City of Fort Worth ad valorem taxes on eligible properties for a period of up to 10 years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of the tax abatement agreement. Eligible properties must be located in the NEZ. "Base Value"is the value of the property, excluding land, as determined by the Tarrant County Appraisal District, during the year rehabilitation occurs. "Building Standards Commission" is the commission created under Sec. 7-77, Article IV. Minimum Building Standards Code of the Fort Worth City Code. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital Investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). ^� N..1 1�• Adopted April 6, 2004 1 "City of Fort Worth Tax Abatement Policy Statement"means the policy adopted by City Council on February 29, 2000. "Commercial/Industrial Development Project" is a development project which proposes to construct or rehabilitate commercial/industrial facilities on property that is (or meets the requirements to be) zoned commercial, industrial or mixed use as defined by the City of Fort Worth Zoning Ordinance. "Community Facility Development Project"is a development project which proposes to construct or rehabilitate community facilities on property that allows such use as defined by the City of Fort Worth Zoning Ordinance. "Eligible Rehabilitation" includes only physical improvements to real property. Eligible Rehabilitation does NOT include personal property (such as furniture, appliances, equipment, and/or supplies). "Gross Floor Area" is measured by taking the outside dimensions of the building at each floor level, except that portion of the basement used only for utilities or storage, and any areas within the building used for off-street parking. "Minimum Building Standards Code"is Article IV of the Fort Worth City Code adopted pursuant to Texas Local Government Code, Chapters 54 and 214. "Minority Business Enterprise (MBE)"and "Women Business Enterprise (WBE)"is a minority or woman owned business that has received certification as either a certified MBE or certified WBE by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDot), Highway Division. "Mixed-Use Development Project" is a development project which proposes to construct or rehabilitate mixed-use facilities in which residential uses constitute 20 percent or more of the total gross floor area, and office, eating and entertainment, and/or retail sales and service uses constitute 10 percent or more of the total gross floor area and is on property that is (or meets the requirements to be) zoned mixed-use as described by the City of Fort Worth Zoning Ordinance. "Multi-family Development Project" is a development project which proposes to construct or rehabilitate multi-family residential living units on property that is (or meets the requirements to be) zoned multi-family or mixed use as defined by the City of Fort Worth Zoning Ordinance. "Project" means a "Residential Project, "Commercial/Industrial Development Project,"Community Facility Development Project, "Mixed-Use Development Project, or a "Multi-family Development Project." "Reinvestment Zone" is an area designated as such by the City of Fort Worth in accordance with the Property Redevelopment and Tax Abatement Act codified in Chapter 312 of the Texas Tax Code, or an area designated as an enterprise zone pursuant to the Texas Enterprise Zone Act, codified in Chapter 2303 of the Texas Government Code. Adopted April 6, 2004 2 `- t R �W"OHN, YEN. III. MUNICIPAL PROPERTY TAX ABATEMENTS A. RESIDENTIAL PROPERTIES LOCATED IN A NEZ- FULL ABATEMENT FOR 5 YEARS 1. For residential property purchased before NEZ designation, a homeowner shall be eligible to apply for a tax abatement by meeting the following: a. Property is owner-occupied and the primary residence of the homeowner prior to the final NEZ designation. Homeowner shall provide proof of ownership by a warranty deed, affidavit of heirship, or a probated will, and shall show proof of primary residence by homestead exemption; and b. Property is rehabilitated after NEZ designation and City Council approval of the tax abatement. c. Homeowner must perform Eligible Rehabilitation on the property after NEZ designation equal to or in excess of 30% of the Base Value of the property; and d. Property is not in a tax-delinquent status when the abatement application is submitted. 2. For residential property purchased after NEZ designation, a homeowner shall be eligible to apply for a tax abatement by meeting the following: a. Property is constructed or rehabilitated after NEZ designation and City Council approval of the tax abatement; b. Property is owner-occupied and is the primary residence of the homeowner. Homeowner shall provide proof of ownership by a warranty deed, affidavit of heirship, or a probated will, and shall show proof of primary residence by homestead exemption; c. For rehabilitated property, Eligible Rehabilitation costs on the property shall be equal to or in excess of 30% of the Base Value of the property. The seller or owner shall provide the City information to support rehabilitation costs; d. Property is not in a tax-delinquent status when the abatement application is submitted; and e. Property is in conformance with the City of Fort Worth Zoning Ordinance. 3. For investor owned single family property, an investor shall be eligible to apply for a tax abatement by meeting the following: a. Property is constructed or rehabilitated after NEZ designation and City Council approval of the tax abatement; b. For rehabilitated property, Eligible Rehabilitation costs on the property shall be equal to or in excess of 30% of the Base Value of the property; c. Property is not in a tax-delinquent status when the abatement application is submitted; and d. Property is in conformance with the City of Fort Worth Zoning Ordinance. B. MULTI-FAMILY DEVELOPMENT PROJECTS LOCATED IN A NEZ 1. 100% Abatement for 5 years. If an applicant applies for a tax abatement agreement with a term of five years or less, this section shall apply. Adopted April 6, 2004 3 Abatements for multi-family development projects for up to 5 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. The applicant must apply for the tax abatement and be approved by City Council before construction or rehabilitation is started. In order to be eligible for a property tax abatement upon completion, a newly constructed or rehabilitated multi-family development project in a NEZ must satisfy the following: At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for persons at or below 80% of the median income as defined by the U.S. Department of Housing and Urban Development. City Council may waive or reduce the 20% affordability requirement on a case-by-case basis; and (a) For a multi-family development project constructed after NEZ designation, the project must provide at least five (5) residential living units OR have a minimum Capital Investment of$200,000; or (b) For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of$200,000. 2. 1%-100% Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. Abatements for multi-family development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. The applicant must apply for the tax abatement and be approved by City Council before construction or rehabilitation is started. Years 1 through 5 of the Tax Abatement Agreement Multi-family projects shall be eligible for 100% abatement of City ad valorem taxes for years one through five of the Tax Abatement Agreement upon the satisfaction of the following: At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for Adopted April 6, 2004 4 vI ;, Y F1. W.N'TH, TEX. persons at or below 80% of the median income as defined by the U.S. Department of Housing and Urban Development. City Council may waive or reduce the 20% affordability requirement on a case-by-case basis; and a. For a multi-family development project constructed after NEZ designation, the project must provide at least five (5) residential living units OR have a minimum Capital Investment of$200,000; or b. For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of$200,000. Years 6 through 10 of the Tax Abatement Agreement Multi-family projects shall be eligible for a 1%-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. At least twenty percent (20%) of the total units constructed or rehabilitated shall be affordable (as defined by the U. S. Department of Housing and Urban Development) to persons with incomes at or below eighty percent (80%) of area median income based on family size and such units shall be set aside for persons at or below 80% of the median income as defined by the U.S. Department of Housing and Urban Development. City Council may waive or reduce the 20% affordability requirement on a case-by-case basis; and 1. For a multi-family development project constructed after NEZ designation, the project must provide at least five (5) residential living units OR have a minimum Capital Investment of$200,000; or 2. For a rehabilitation project, the property must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property. Such Eligible Rehabilitation costs must come from the rehabilitation of at least five (5) residential living units or a minimum Capital Investment of$200;000. b. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. property inspection; 4. commit to hire an agreed upon percentage of Fort Worth residents 5. commit to hire an agreed upon percentage of Central City residents 6. landscaping; 7. tenant selection plans; and 8. management plans. C. COMMERCIAL, INDUSTRIAL AND COMMUNITY FACILITIES DEVELOPMENT PROJECTS LOCATED IN A NEZ Adopted April 6, 2004 5 1. 100% Abatement of City Ad Valorem taxes for 5 years If an applicant applies for a tax abatement agreement with a term of five years or less, this section shall apply. Abatements for Commercial, Industrial and Community Facilities Development Projects for up to 5 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. The applicant must apply for the tax abatement and be approved by City Council before construction or rehabilitation is started. In order to be eligible for a property tax abatement, a newly constructed or rehabilitated commercial/industrial and community facilities development project in a NEZ must satisfy the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or$75,000, whichever is greater. 2. 1%-100% Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. Abatements agreements for a Commercial, Industrial and Community Facilities Development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Economic and Community Development Department for such abatement. The applicant must apply for the tax abatement and be approved by City Council before construction or rehabilitation is started. Years 1 throuqh 5 of the Tax Abatement Agreement Commercial, Industrial and Community Facilities Development projects shall be eligible for 100% abatement of City ad valorem taxes for the first five years of the Tax Abatement Agreement upon the satisfaction of the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or$75,000, whichever is greater. Adopted April 6, 2004 6 Years 6 through 10 of the Tax Abatement Agreement Commercial, Industrial and Community Facilities Development projects shall be eligible for 1%-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. A commercial, industrial or a community facilities development project constructed after NEZ designation must have a minimum Capital Investment of $75,000 and must meet the requirements of subsection (c) below ; or b. For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $75,000, whichever is greater and meet the requirements of subsection (c) below. c. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. commit to hire an agreed upon percentage of Fort Worth residents; 4. commit to hire an agreed upon percentage of Central City residents; and 5. landscaping. D. MIXED-USE DEVELOPMENT PROJECTS LOCATED IN A NEZ 1. 100% Abatement of City Ad Valorem taxes for 5 years If an applicant applies for a tax abatement agreement with a term of five years or less, this section shall apply. Abatements for Mixed-Use Development Projects for up to 5 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. The applicant must apply for the tax abatement and be approved by City Council before construction or rehabilitation is started. In order to be eligible for a property tax abatement, upon completion, a newly constructed or rehabilitated mixed-use development project in a NEZ must satisfy the following: a. Residential uses in the project constitute 20 percent or more of the total Gross Floor Area of the project; and b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; and (1) A mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of$200,000; or Adopted April 6, 2004 7 (2) For a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or$200,000, whichever is greater. 2. 1%-100% Abatement of City Ad Valorem taxes up to 10 years If an applicant applies for a tax abatement agreement with a term of more than five years, this section shall apply. Abatements agreements for a Mixed Use Development projects for up to 10 years are subject to City Council approval. The applicant may apply with the Housing Department for such abatement. The applicant must apply for the tax abatement before construction or rehabilitation is started and the application for the tax abatement must be approved by City Council. Years 1 through 5 of the Tax Abatement Agreement Mixed Use Development projects shall be eligible for 100% abatement of City ad valorem taxes for the first five years of the Tax Abatement Agreement upon the satisfaction of the following: a. Residential uses in the project constitute 20 percent or more of the total Gross Floor Area of the project; and b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; and c. A new mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of$200,000; or for a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the property shall be at least 30% of the Base Value of the property, or $200,000, whichever is greater. Years 6 through 10 of the Tax Abatement Agreement Mixed Use Development projects shall be eligible for 1-100% abatement of City ad valorem taxes for years six through ten of the Tax Abatement Agreement upon the satisfaction of the following: a. Residential uses in the project constitute 20 percent or more of the total Gross Floor Area of the project; and b. Office, eating and entertainment, and/or retail sales and service uses in the project constitute 10 percent or more of the total Gross Floor Area of the project; c. A new mixed-use development project constructed after NEZ designation must have a minimum Capital Investment of $200,000; or for a rehabilitation project, it must be rehabilitated after NEZ designation. Eligible Rehabilitation costs on the Adopted April 6, 2004 8 property shall be at least 30% of the Base Value of the property, or $200,000, whichever is greater; and d. Any other terms as City Council of the City of Fort Worth deems appropriate, including, but not limited to: 1. utilization of Fort Worth companies for an agreed upon percentage of the total costs for construction contracts; 2. utilization of certified minority and women owned business enterprises for an agreed upon percentage of the total costs for construction contracts; 3. property inspection; 4. commit to hire an agreed upon percentage of Fort Worth residents 5. commit to hire an agreed upon percentage of Central City residents 6. landscaping; 7. tenant selection plans; and 8. management plans. E. ABATEMENT GUIDELINES 1. If a NEZ is located in a Tax Increment Financing District, City Council will determine on a case-by-case basis if the tax abatement incentives in Section III will be offered to eligible Projects. Eligible Projects must meet all eligibility requirements specified in Section III. 2. If a Project is located in the Woodhaven Neighborhood Empowerment Zone, in order to be considered "eligible" to apply for a tax abatement under this Policy, the Woodhaven Community Development Corporation and the Woodhaven Neighborhood Association must have submitted a letter of support for the Project to the City of Fort Worth 3. In order to be eligible to apply for a tax abatement, the property owner/developer must: a. Not be delinquent in paying property taxes for any property owned by the owner/developer, except that an owner/developer may enter into a tax abatement agreement with the city of Fort Worth for a specific Project if: 1. the Project meets NEZ tax abatement criteria; and 2. the applicant is not responsible for the tax delinquency for the Property; and 3. the applicant enters into an agreement to pay off the taxes under the guidelines permitted under state law; and 4. the tax abatement shall provide that the agreement shall take effect after the delinquent taxes are paid in full b. Not have any City of Fort Worth liens filed against any property owned by the applicant property owner/developer. "Liens" include, but are not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. 4. Projects to be constructed on property to be purchased under a contract for deed are not eligible for tax abatements. 5. Once a NEZ property owner of a residential property (including multi-family) in the NEZ satisfies the criteria set forth in Sections III.A, E.1. and E.2. and applies for an Adopted April 6, 2004 9 1 0 '�Iff 61U ffilY abatement, a property owner may enter into a tax abatement agreement with the City of Fort Worth. The tax abatement agreement shall automatically terminate if the property subject to the tax abatement agreement is in violation of the City of Fort Worth's Minimum Building Standards Code and the owner is convicted of such violation. 6. A tax abatement granted under the criteria set forth in Section III. can only be granted once for a property in a NEZ for a maximum term of as specified in the agreement. If a property on which tax is being abated is sold, the City will assign the tax abatement agreement for the remaining term once the new owner submits an application. 7. A property owner/developer of a multifamily development, commercial, industrial, community facilities and mixed-use development project in the NEZ who desires a tax abatement under Sections III.B, C or D must: a. Satisfy the criteria set forth in Sections III.B, C or D, as applicable, and Sections III.E.1 E.2; and E3. and b. File an application with the Housing Department, as applicable; and c. The property owner must enter into a tax abatement agreement with the City of Fort Worth. In addition to the other terms of agreement, the tax abatement agreement shall provide that the agreement shall automatically terminate if the owner receives one conviction of a violation of the City of Fort Worth's Minimum Building Standards Code regarding the property subject to the abatement agreement during the term of the tax abatement agreement; and d. If a property in the NEZ on which tax is being abated is sold, the new owner may enter into a tax abatement agreement on the property for the remaining term. 8. 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. 9. 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, (3) terminate the agreement if the Project contains or will contain a sexually oriented business (4 terminate the agreement, as determined in City's sole discretion, if the Project contains or will contain a liquor store or package store. 10. Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to the City Council. On or before February 1 st 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 Adopted April 6, 2004 10 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 cancellation of agreement and any taxes abated in the prior year being due and payable. 11. If a property in the NEZ on which tax is being abated is sold, the new owner may enter into a tax abatement agreement on the property for the remaining term. Any sale, assignment or lease of the property which is not permitted in the tax abatement agreement results in cancellation of the agreement and recapture of any taxes abated after the date on which an unspecified assignment occurred. F. APPLICATION FEE 1. The application fee for residential tax abatements governed under Section III.A is $25. 2. The application fee for multi-family, commercial, industrial, community facilities and mixed-use development projects governed under Sections III.B., C. and D., is one- half of one percent (0.5%) of the proposed Project's Capital Investment, not to exceed $1,000. The application fee will be refunded upon issuance of certificate of final occupancy and once the property owner enters into a tax abatement agreement with the City. Otherwise, the Application Fee shall not be credited or refunded to any party for any reason. IV. FEE WAIVERS A. ELIGIBLE RECIPIENTS/PROPERTIES 1. City Council shall determine on a case-by-case basis whether a Project that will contain or contains a liquor store or package store is eligible to apply for a fee waiver. 2. If a Project is located in the Woodhaven Neighborhood Empowerment Zone, in order to be considered "eligible" to apply for a fee waiver under this Policy, the Woodhaven Community Development Corporation and the Woodhaven Neighborhood Association must have submitted a letter of support for the Project to the City of Fort Worth. 3. Projects to be constructed on property to be purchased under a contract for deed are not eligible for development fee waivers. 4. In order for a property owner/developer to be eligible to apply for fee waivers for a Project, the property owner/developer: a. must submit an application to the City; b. must not be delinquent in paying property taxes for any property owned by the owner/developer or applicant; c. must not have any City liens filed against any property owned by the applicant property owner/developer, including but not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens; and Adopted April 6, 2004 d. of a Project that will contain or contains a liquor store, package store or a sexually oriented business has received City Council's determination that the Project is eligible to apply for fee waivers. Approval of the application and waiver of the fees shall not be deemed to be approval of any aspect of the Project. Before construction the applicant must ensure that the proiect is located in the correct zoning district. B. DEVELOPMENT FEES Once the Application for NEZ Incentives has been approved and certified by the City, the following fees for services performed by the City of Fort Worth for Projects in the NEZ are waived for new construction projects or rehabilitation projects that expend at least 30% of the Base Value of the property on Eligible Rehabilitation costs: 1. All building permit related fees(including Plans Review and Inspections) 2. Plat application fee (including concept plan, preliminary plat, final plat, short form replat) 3. Board of Adjustment application fee 4. Demolition fee 5. Structure moving fee 6. Community Facilities Agreement (CFA) application fee 7. Zoning application fee 8. Street and utility easement vacation application fee Other development related fees not specified above will be considered for approval by City Council on a case-by-case basis. C. IMPACT FEES 1. Single family and multi-family residential development projects in the NEZ. Automatic 100% waiver of water and wastewater impact fees will be applied. 2. Commercial, industrial, mixed-use, or community facility development projects in the NEZ. a. Automatic 100% waiver of water and wastewater impact fees up to $55,000 or equivalent to two 6-inch meters for each commercial, industrial, mixed-use or community facility development project. b. If the project requests an impact fee waiver exceeding $55,000 or requesting a waiver for larger and/or more than two 6-inch meter, then City Council approval is required. Applicant may request the additional amount of impact fee waiver through the Housing Department. V. RELEASE OF CITY LIENS A. ELIGIBLE RECIPIENTS/PROPERTIES Adopted April 6, 2004 12 1. City Council shall determine on a case-by-case basis whether a Project that will contain or contains a liquor store or package store is eligible to apply for a fee waiver. 2. If a Project is located in the Woodhaven Neighborhood Empowerment Zone, in order to be considered "eligible" to apply for release of city liens under this Policy, the Woodhaven Community Development Corporation and the Woodhaven Neighborhood Association must have submitted a letter of support for the-Project to the City of Fort Worth. 3. Projects to be constructed on property to be purchased under a contract for deed are not eligible for any release of City Liens. 4. In order for a property owner/developer to be eligible to apply for a release of city liens contained in Section V.B., C., D., and E. for a Project, the property owner/developer: a. must submit an application to the City; b. must not be delinquent in paying property taxes for any property owned by the owner/developer; b. must not have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five (5) years; c. must not have any City of Fort Worth liens filed against any other property owned by the applicant property owner/developer. "Liens" includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens; and d. of a Project that contains or will contain a liquor store, package store or a sexually oriented business has received City Council's determination the Project is eligible to apply for release of City liens. 5. In order for a Rehabilitation Project to qualify for a release of city liens, the owner/developer must spend Eligible Rehabilitation costs on the Property of at lease 30% of the Base Value of the Property. B. WEED LIENS The following are eligible to apply for release of weed liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial, industrial, mixed-use, or community facility properties. 4. Developers constructing new multi-family, commercial, industrial, mixed-use or community facility development projects. C. DEMOLITION LIENS Builders or developers developing or rehabilitating a property for a Project are eligible to apply for release of demolition liens for up to $30,000. Releases of demolition liens in excess of$30,000 are subject to City Council approval. D. BOARD-UP/OPEN STRUCTURE LIENS Adopted April 6, 2004 13 'v��C� ACHRIM" The following are eligible to apply for release of board-up/open structure liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new single family homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial, industrial, mixed-use, or community facility properties. 4. Developers constructing multi-family, commercial, industrial, mixed-use, or community facility projects. E. PAVING LIENS The following are eligible to apply for release of paving liens: 1. Single unit owners performing rehabilitation on their properties. 2. Builders or developers constructing new homes on vacant lots. 3. Owners performing rehabilitation on multi-family, commercial, industrial, mixed-use, or community facility properties. 4. Developers constructing multi-family, commercial, industrial, mixed-use, or community facility projects. VI. PROCEDURAL STEPS A. APPLICATION SUBMISSION 1. The applicant for NEZ incentives under Sections III. IV., and V. must complete and submit a City of Fort Worth "Application for NEZ Incentives" and pay the appropriate application fee to the Housing Department, as applicable. 2. The applicant for incentives under Sections III.C.2 and D.2 must also complete and submit a City of Fort Worth "Application for Tax Abatement" and pay the appropriate application fee to the Economic Development Office. The application fee, review, evaluation and approval will be governed by City of Fort Worth Tax Abatement Policy Statement for Qualifying Development Projects. B. CERTIFICATIONS FOR APPLICATIONS UNDER SECTIONS III. IV, AND V 1. The Housing Department will review the application for accuracy and completeness. Once the Housing Department determines that the application is complete, the Housing Department will certify the property owner/developer's eligibility to receive tax abatements and/or basic incentives based on the criteria set forth in Section III., IV., and V. of this policy, as applicable. Once an applicant's eligibility is certified, the Housing Department will inform appropriate departments administering the incentives. An orientation meeting with City departments and the applicant may be scheduled. The departments include: a. Housing Department: property tax abatement for residential properties and multi- family development projects, release of City liens. b. Economic Development Office: property tax abatement for commercial, industrial, community facilities or mixed-use development projects. c. Development Department: development fee waivers. d. Water Department: impact fee waivers. Adopted April 6, 2004 14 e. Other appropriate departments, if applicable. 2. Once Development Department, Water Department, Economic Development Office, and/or other appropriate department receive a certified application from the Housing Department, each department/office shall fill out a "Verification of NEZ Incentives for Certified NEZ Incentives Application" and return it to the Housing Department for record keeping and tracking. C. APPLICATION REVIEW AND EVALUATION FOR APPLICATIONS 1. Property Tax Abatement for Residential Properties and Multi-family Development Projects a. For a completed and certified application for no more than five years of tax abatement, with Council approval, the City Manager shall execute a tax abatement agreement with the applicant. b. For a completed and certified multi-family development project application for more than five years of tax abatement: (1) The Housing Department will evaluate a completed and certified application based on: (a) The project's increase in the value of the tax base. (b) Costs to the City (such as infrastructure participation, etc.). (c) Percent of construction contracts committed to: (i) Fort Worth based firms, and (ii) Minority and Women Owned Business Enterprises (M/WBEs). (d) Other items which the City and the applicant may negotiate. (2) Consideration by Council Committee. Based upon the outcome of the evaluation, Housing Department may present the application to the City Council's Economic Development Committee. Should the Housing Department present the application to the Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (a) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (b) Request modifications to the application. Housing Department staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (c) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council to: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. (3) Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is and obligation to provide tax abatement in any amount or value to any applic nt- z 2 Adopted A nl 6 2004 15 p c. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. 2. Property Tax Abatement for Commercial, Industrial, Community Facilities, and Mixed-Use Development Projects a. For a completed and certified application for no more than five years of tax abatement, with Council approval, the City Manager shall execute a tax abatement agreement with the applicant. b. For a completed and certified application for more than five years of tax abatement: (1) The Economic Development Office will evaluate a completed and certified application based on: (a) The project's increase in the value of the tax base. (b) Costs to the City (such as infrastructure participation, etc.). (c) Percent of construction contracts committed to: (i) Fort Worth based firms, and (ii) Minority and Women owned Business Enterprises (M/WBEs). (d) Other items which the City and the applicant may negotiate. (2) Consideration by Council Committee Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Economic Development Committee. Should the Economic Development Office present the application to the Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (a) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (b) Request modifications to the application. Economic Development Office staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (c) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council to: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. (3) Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement Adopted April 6, 2004 16 application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. c. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. 3. Development Fee Waivers a. For certified applications of development fee waivers that do not require Council approval, the Development Department will review the certified applicant's application and grant appropriate incentives. b. For certified applications of development fee waivers that require Council approval, City staff will review the certified applicant's application and make appropriate recommendations to the City Council. 4. Impact Fee Waiver a. For certified applications of impact fee waivers that do not require Council approval, the Water Department will review the certified applicant's application and grant appropriate incentives. b. For certified applications of impact fee waivers that require Council approval, the Water Department will review the certified applicant's application and make appropriate recommendations to the City Council. 5. Release of City Liens For certified applications of release of City liens, the Housing Department will release the appropriate liens. VII. REFUND POLICY In order for an owner/developer of a Project in a NEZ to receive a refund of development fees or impact fees, the conditions set forth in the Refund of Development and Impact Fee Policy, attached as Attachment"A", must be satisfied. VIII. OTHER INCENTIVES A. Plan reviews of proposed development projects in the NEZ will be expedited by the Development Department. B. The City Council may add the following incentives to a NEZ in the Resolution adopting the NEZ: 1. Municipal sales tax refund 2. Homebuyers assistance 3. Gap financing Adopted April 6, 2004 17 4. Land assembly 5. Conveyance of tax foreclosure properties 6. Infrastructure improvements 7. Support for Low Income Housing Tax Credit (LIHTC) applications 8. Land use incentives and zoning/building code exemptions, e.g., mixed-use, density bonus, parking exemption 9. Tax Increment Financing (TIF) 10. Public Improvement District (PID) 11. Tax-exempt bond financing 12. New Model Blocks 13. Loan guarantees 14. Equity investments 15. Other incentives that will effectuate the intent and purposes of NEZ. IX. Public Notification a. Subject to subsection (b), in order for an owner/developer to apply to receive any incentives provided for under the NEZ Tax Abatement Policy and Basic Incentives, an owner/developer must meet with the following persons and organizations to discuss the Project: 1.the Council Member for the District the Project is located; and 2. the neighborhood associations or community based organizations registered with the city in the NEZ the Project is located. b. Subsection(a) shall be satisfied upon: _1. the owner/developer meeting with the City Council Member for the District the Project is located and the neighborhood associations or community based organizations registered with the city in the NEZ the Project is located, or 2. meeting with the City Council Member for the District the Project is located and upon the owner/developer providing proof that the owner/developer attempted to meet with the neighborhood associations and the community based organizations registered with the city in the NEZ the Project is located and the associations or organizations failed to arrange a meeting with the owner/developer within two weeks of initial contact. X. Ineligible Projects The following Projects or Businesses shall not be eligible for any incentives under the City' of Fort Worth's Neighborhood Empowerment Zone (NEZ) Tax Abatement Policy and Basic Incentives: 1. Sexually Oriented Businesses 2. Non-residential mobile structures Adopted April 6, 2004 18 ATTACHMENT A REFUND OF DEVELOPMENT AND IMPACT FEES OLICY Purpose This refund policy is for the purpose of establishing the conditions under which the City may refund development and impact fees, normally waived through the Neighborhood Empowerment Zone(NEZ). Applicability Unless expressly excepted, this policy applies to all development and impact fees waived by the City through the NEZ. Under the NEZ Tax Abatement Policy and Basic Incentives, City Departments are authorized to waive impact and development fees for qualified projects located in a designated NEZ. The impact fees include only water and sewer impact fees,up to $55,000 for commercial, industrial, mixed-use or community facilities projects. The development fees that can be waived through the NEZ include: 1. All building permit fees (including Plans Review and Inspections) 2. Plat application fee (including concept plan, preliminary plat, final plat, short form replat) 3. Board of Adjustment application fee 4. Demolition fee 5. Structure moving fee 6. Community Facilities Agreement(CFA) application fee 7. Zoning application fee 8. Street and utility easement vacation application fee. To take advantage of these waivers, applicants need to obtain a certification letter from the Housing Department. Conditions for Refunds The City will consider refunds only when circumstances beyond the developers control prevent them from obtaining the qualification letter from the Housing Department. A property owner and/or developer may qualify for a refund if the proposed development project meets all criteria to receive a fee waiver under the NEZ Tax Abatement and Basic Incentives Policy and: a. The owner and/or developer was not made aware of the NEZ incentives at the time the fees were paid; or b. The owner and/or developer was mistakenly told that his/her property was not in a designated NEZ; or c. The owner and/or developer has put funds in an escrow account with a City Department while awaiting a decision from the City Council about his/her project; or d. City Council authorizes a City Department to issue a refund to the owner'develo N Adopted April 6, 2004 19 w� �' y ',�'1 '`'•r: Refund Charge A refund charge will be assessed to help defray administration cost associated with the processing of refund check. The charge shall be 20% of the amount of the refund. This charge will be automatically deducted from the total refund amount. Statute of Limitations Any request, action or proceeding concerning the refund of fees normally waived through the NEZ must be filed within ninety days following the date that the fees were paid. An applicant who does not submit a refund request within 90 days of the transaction shall not qualify for a refund. To obtain a refund the applicant needs to: • submit a NEZ application to the Housing Department for determination of the eligibility for NEZ fee waivers, and • submit a written request to the Department in which the fees were paid. Upon receiving a confirmation from the Housing Department that the project meets all NEZ fee waiver criteria, that Department shall process the request based on the qualifications discussed in this policy. Exemptions The provisions of this policy do not apply to: a. Fees that are not waived through the NEZ program; and b. Taxes and special assessments; and c. City liens such as mowing, board-up, trash, demolition and paving liens. An applicant shall not qualify for any refund if: a. The applicant was made aware of the NEZ incentives before he/she pays the fees; or b. The applicant does not meet the requirements for NEZ incentives at the time he/she paid the fees; or c. The applicant paid the fees before the refund policy was put in place; or d. The applicant paid the fees before the designation date of the NEZ. Disclaimer In the event of any conflict between the City's ordinances or regulations and this policy, such ordinances or regulations shall control. In the event of any conflict between this policy and other policies or regulations adopted by the City Department issuing the refund, such department policies or regulations shall control. The City reserves the right to deny any or all request for refunds. Adopted April 6, 2004 20 EXHIBIT "B" DESCRIPTION OF THE LAND Being a tract of land situated in the W.H. Hudson Survey, Abstract No. 717, City of Fort Worth, Tarrant County, Texas, and being replat of Lot 1, Block 8, TCU Addition, an addition to the City of Fort Worth, according to the plat recorded in Cabinet A, Slide No. 4481, Plat Records, Tarrant County, Texas, part of Lots 1 & 10 and all of Lots 2-5 and 11-14, Block 13, Forest Park Addition, an addition to the City of Fort Worth, according to the plat recorded in Volume 310, Page 49, Plat Records,Tarrant County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at an "X"-cut in the concrete set for the northwest corner of said Lot 1, Block 8, TCU Addition, being the intersection of the east right-of-way line of Greene Avenue (50'right-of- way) and the south right-of-way line of Bowie Street (variable width right-of-way); THENCE North 89°26'07" East, with said south right-of-way line of Bowie Street, a distance of 262.00 feet to a"T"-cut in the concrete set for the northeast corner of said Lot 1, Block 8, TCU Addition, being the intersection of said south right-of-way line of Bowie Street and the west right- of-way line of Waits Avenue (50'right-of-way); THENCE South 00°22'04" East, with said west right-of-way line on Waits Avenue, a passing distance of 302.65 feet to an "X"-cut in concrete set for the northeast corner of Lot 14, Block 13, Forest Park Addition, continuing an overall distance of 509.65 feet to an "X"-cut in concrete set in the north right-of-way line of West Berry Street (variable width right-of-way); THENCE South 89°37'56"West, with said north right-of-way line of West Berry Street, a distance of 262.00 feet to an "X"-cut in concrete set in the aforementioned east right-of-way line of Greene Avenue; THENCE North 00°22'04" West, with said east right-of-way line of Greene Avenue, a passing distance of 207.00 feet to a point for the northwest corner of Lot 5, Block 13 of aforementioned Forest Park Addition, form which an "arrow"-cut in top of a wall bears South 02°48'10" East, as distance of 0.25 feet, continuing and overall distance of 505.67 feet to the point of beginning and containing 133,400 square feet or 3.062 acres of land. Exhibit "C" FORTWORTH City of Fort Worth. Incentive Application Economic & Community Development Department 1000 Throckmorton Street Fott Worth, Texas 76102 (817) 871-6103 Incentive Application GENP-RAL INFORiVATION t. Applicant Information: Company Name am, s= Lily= pARNaujip Company Address 2626 X11 street ate 800 City, State, Gip Code Q11tS, `Ix 75204 Contact Person (include title/position): Jason P. Rrrels, Exaztica Vice president Telephone Number 214 880 0350 ext. _226 Mobile Telephone Number. Fax Number 214 880 0320 F-mail address: �nzr�alda ,� p� 2. Project Site Information (if different from above): Address/Location: NE Cb= of W. Berry St. and C� Aye., Fort worth 3. Development requests that will be sought for the project (check all that apply): A. Replat: x S. Rezoning: Current zoning: Requested zoning: C. Variances: If yes,please describe: 4. Incentive(s) Requested: 1) DEZ fee vaiver 2) 1 ahatarent: 3) almwd CFA for the tDgcxb of public sbmetscape T 4) [,hiMX of tFr=ary >t fees frr' sid3olk and street c1csum 5. Specify elements of project that make it eligible for the requested incentive(s): ;ert mapts all of;c ihilJ ty cri tPria alined IN the City of Fort Worth Gaiaal Tax AMtS Ent POIicy. See attadmert:s for datails. 6. Do you intend to pursue abatement of: County Taxes? 11 Yes ❑ No 7. What level of abatement will you request: Years? l_ Percentage? 100% V Y L/ Page 1 of �� �jitl�� ILSi�. PROJECT INFORMA?'.ION For real estate vroiects, please include below the project concept,project benefits and how the project relates to existing community plans. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. Any incentives given by the City should be considered only "gap" financing and should not be considered a substitute for debt and equity. However, the City is under no obligation to provide gap financing just because a gap exists. 1"or business expansion projects', 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. S. Type of Project: Residential Commercial/Industrial _X Mixed-use 9• Will this be a relocation? X No Yes If yes, where is the company currently located? n/a 10. Please provide a brief description of the project. z -- li l l�cry _ 5 sty.-ies and the other being 6 strries, 4ach will be ccwceed of app rcDamtely 31,000 s AYe feet of grog r)d-fl rxg retail shoe and 244 n—icintial snits above. PioJect a TEMties will i ml u d✓ pool and deck areas, lan5sa4 ed axictyarcb, fitriess faci 1 i ty, start lam'- and study arms. 11. Project Description Please refer to att rhmnts fig- afflitirnal k fmmticn. A business expansion project urvolves assistance to a business entity that seeks to expand its existing operations within Fort Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing. Please see Incentive policy for a list of incentives, Page 2 of 6 W061504 sod A. Real Estate Development 1- Current Assessed Valuation of. Land $- t — Tmprovemcnts: $ 65,211 2. New Development r Expansion (please circle one): Size 300,523 sq. ft. Cost of Construction $46,000,000 I For mixed-use projects,please list square footage for each use Resi�l - 261,989 sf; Mail - 38,534 sf 4. Site.Development (parking, fencing, landscaping, etc.): Type of work to be done Please refer to &�,it A Cost of Site Development$ 450,000 B- Personal Property & Tnventory I. Personal Property: • Cost of equipment, machinery, furnishing, etc: $1,000,000 • Purchase or lease'!_ p, a, 2. Triventory& Supplies: • Value of: Inventory$ 0 Supplies $ 0 • Percent of inventory eligible for Freeport exemption(inventory, exported from Texas within 270 days) 0 % 12. EMPloyment and Job Creation: A.A.. During Construction 1. Anticipated date when construction will start? y 5 2. How many construction jobs will be created? 800 3. What is the estimated payroll for these jobs'? ..�.Io 000,000 S. From Development 1. How many persons are currently employed? 0 2. What percent of current employees above are Fort Worth residents? 0 % 3. What percent of current employees above are Central City residents'? p 4. Please complete the following table for new jobs to be created. Page 3 of 6 KDO0615Od First Year By Fifth Year By Tenth Year Total Jobs to be Created 6 6 6 Less Transfers* 0 0 0 Net Jobs 6 6 6 % of Net Jobs to be filled by Fort Worth Residents 6 67% % of Net Jobs to be filled by Central City Residents 30% 30% 30% If any employees will be transferring,please describe from where they will be transferring. n/a Please attach a description of the jobs to be created,tasks to be performed for each, wage rate fbr each classification, and a brief description of the employee benefit package(s)offered including the portion paid by employee and employer respectively. See question 15 for more inforination. 13. Local Commitments: A. Durine Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? 20 % • Fort Worth Certified Minority and Wornen Business Enterprises? 15 % B. For Annual Supply& Service Needs Regarding discretionary supply and service expenses (i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 250,000 2. What percentage will be committed to Fort Worth businesses? 60 % 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 20 Page 4 of 6 DISCLOSURES 14, 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. 15. Please provide the following information as attachments: a) Attach a site plan of the project. b) Explain why tax abatement is necessary for the success of this project. Include it business pro-.forma or other documentation to substantiate your request. c) Describe any environmental impacts associated with this project. d) Describe the infrastructure improvements (water, sewer, streets,etc.) that will be constructed as part of this project. c) Describe any direct benefits to the City of Fort Worth as a result of this project. f) Attach a legal description or surveyor's certified metes & hounds description_ g) Attach a copy of the most recent property tax statement from the Tarrant Appraisal District. h) 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. i) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j) Attach a plan for the utilization of Fort Worth Certified M/WBR companies. k) Attach a listing of the applicant's Board of Directors, if applicable. 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 Tax Abatement Policy, the Fort Worth Enterprise Zone Information Packet and or all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria stated therein, RZYBls Vice PresidaIt Printe e Title 7M Ck:tJxr 12, 2004 Signature Z Date .j Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a siatlonal purchasing contract. Page S of 6 GCDO06 1504 October 12, 2004 Ms. Christine Maguire Community Development Manager Economic and Community Development Department 900 Monroe Street, Suite 301 Fort Worth, Texas 76102 RE: West Berry Place Mixed-Use Development Dear Ms. Maguire: Phoenix Property Company proposes to build a new mixed-use development on West Berry Street, adjacent to the Texas Christian University campus. The proposed project will consist of 244 apartment units and approximately 31,000 square feet of ground-floor retail space. This project will serve as the anchor for re-development of the Berry Street corridor and enhance the environment for residents, the TCU population and it's neighbors. We have worked to convince our partners to finance this project without the benefit of tax abatements. However, because of high development costs, unproven rental rates, and the other risks associated with pioneering this concept along the Berry Street corridor, the project does not provide sufficient return to attract the institutional investment market without an abatement. Following is an explanation of the project's economic qualifications and additional criteria for abatement. In response to the demand for quality housing near TCU and the Berry Street corridor, TCU has agreed to ground lease a 3.062-acre site, in a prime location for the development of_this mixed- use project. In cooperation with TCU, we have designed a high quality, vibrant mixed-use community that-will achieve long-term compatibility with the campus environment and the surrounding neighborhood. Total development costs, are estimated at $50 million, which represents added value in real and personal property to Tarrant County and the City of Fort Worth. TCU currently owns the land and existing improvements, which are not on the tax rolls and are not currently subject to property taxation. The development of the privately owned Berry Street project will result in significant increase in taxable value and property tax revenue subsequent to the requested abatement period. The highly visible, ground level retail component of this project will be an important element in the realization of the adopted economic and community development goals of the Berry Street Initiative Strategic Plan, as outlined in the City of Fort Worth's 2004 Comprehensive Plan. This project will help create a "visually attractive Berry Street that is commercially viable and active, filled with places for people to live, learn, work, shop, recreate, interact socially, and enjoy a special urban environment." The proposed project has generated interest among numerous neighborhood-scale retailers and will attract new business that will create and sustain new employment. The development of this new retail center will prove the market and initiate a trend of increased economic activity and investment along the Berry Street corridor. PHOENIX PROPERTY COMPANY 7 Fi7 F. }4 .11 c Rnn r)�II T. 7 nd I I A Q n WISH C l,..11 1 16 ARn 0,110 "....... n{.nonvnrnnorrvrn rnm Ms. Christine Maguire October 12, 2004 Page 2 Our anticipated tenant mix for the proposed retail center calls for an average of three employees per 1,000 square feet of retail space. As a result, we estimate the Berry Street project to cause approximately 100 new full-time jobs to be created by 2007. In addition, Phoenix Property Company has committed to hiring at least six full-time property management personnel, all of which will be Fort Worth residents. Phoenix offers health plans and other employee benefits to all full-time employees and their dependents. Phoenix Property Company will provide every opportunity for local contractors and Fort Worth Certified Minority and Women Business Enterprises to participate in the development of the Berry Street project. Our commitment is for 20 percent of the construction dollars and 60 percent of annual supply and services expenses to be spent in the Fort Worth community. Fort Worth Certified M/WBE companies would be allocated 15 percent of the construction dollars along with 20 percent of ongoing supplies and services after the project is completed. The design and construction of the project is excellent and will establish a high quality trend for future development along Berry Street. Landscaping, set backs, design, brick exterior finish and overall project amenities are all first class. This project, as with other similar urban developments, provide maximum return on, existing public infrastructure and services without creating new demand. Likewise;people living closer to where they work, attend school and play will result in,overall improvements in congestion and air quality. A primary goal of the proposed project is to create a more pedestrian friendly community environment for the TCU campus and the surrounding neighborhood. The Berry Street project must attain a 10-year, 100 percent tax abatement in order to be financially feasible. Because of high development 'costs, unproven rental rates, and the other risks associated with pioneering this concept along the Berry Street corridor, the project does not, provide sufficient return to attract the institutional investment market. Without tax abatement the project shows an overall return of 7.92 percent, which is too low for a pioneering real estate venture. With tax abatement, the project shows an overall return of 9.20 percent and meets the minimum equity investor requirement of a 15.00 percent internal rate of return. Phoenix has commitments from the investment community that they will finance the project with the 9.20 percent proforma. Please refer to Exhibit C for a detailed financial proforma and gap analysis. We would appreciate any support you can give to the Berry Street project. Following is additional information on the design, economics of the project and tax matters. Thank you for your consideration. ?Ve7ruly Yours, - 4 Jason P. Runnels s !� tr�,�,y,��` € t �yea. �: •-'.� - -.. - _ tk. -ixty rV: ■.. r It 11'�t5n'Otl ti 7 � ���` j1 •r�Y'Ff��� �'.1 � �iu�nF �ri'm� �.i�.. i �..{ �' I�/' Iii Qa�aas.W 4'iw m. t • Ia IN!' � r„ M kl I�� I®a• I®I4S •� Qaatrcl 1'aIQ• } y x. i Ist ; i f � 1 - i .'N H`1dX'-.` ,\ -'� ICI � �=• Ar�5},54 4 ,�i�'�+.ale- rw�,• " _ A EXECUTIVE SUMMARY PROPERTY/LOCATION 3.062 acres located along the north side of West Berry Street,between Greene Avenue and Waits Avenue adjacent to the Texas Christian University campus. DEVELOPER Phoenix Property Company NO. OF UNITS 244 apartment units incorporating one-, two-, three- and four-bedroom units to accommodate 644 residents, and approximately 31,000 square feet of neighborhood-scale retail. BUILDING DATA Two mixed-use buildings, one being five stories and the other being six stories,which will be composed of ground-floor retail and above floor residential units. The buildings will contain approximately 261,989 square feet of residential space and 38,534 square feet of retail, service and amenity space. Project amenities will include pool and deck areas, landscaped courtyards, a media room, electronic study halls, fitness facility,private study rooms, a game room and student lounge. PARKING 580 parking spaces in an eight-story parking garage to accommodate residents and businesses. ARCHITECT Robert A.M. Stern Architects PROJECT START January 2005 PROJECT COMPLETION August 2006 LEASE-UP PERIOD May 2006 — September 2006 PROJECTED COSTS $50,000,000 EXHIBIT A: PROJECT SITE PLAN & LEGAL DESCRIPTION LEGAL DESCRIPTION: Being a tract of land situated in the W.H. Hudson Survey, Abstract No. 717, City of Fort Worth, Tarrant County, Texas, and being replat of Lot 1, Block 8, TCU Addition, an addition to the City of Fort Worth, according to the plat recorded in Cabinet A, Slide No. 4481, Plat Records, Tarrant County, Texas, part of Lots 1 & 10 and all of Lots 2-5 and 11- 14, Block 13, Forest Park Addition, an addition to the City of Fort Worth, according to the plat recorded in Volume 310, Page 49, Plat Records, Tarrant County, Texas. METES AND BOUNDS DESCRIPTION: BEGINNING at an "X" —cut in the concrete set for the northwest corner of said Lot 1, Block 8, TCU Addition, being the intersection of the east right-of-way line of Greene Avenue (50' right-of-way) and the south right-of-way line of Bowie Street (variable width right-of-way); THENCE North 89 026'07" East, with said south right-of-way line of Bowie Street, a distance of 262.00 feet to a "T"—cut in the concrete set for the northeast corner of said Lot 1, Block 8, TCU Addition, being the intersection of said south right-of-way line of Bowie Street and the west right-of-way line of Waits Avenue (50' right-of-way); THENCE South 00 022'04" East, with said west right-of-way line on Waits Avenue, a passing distance of 302.65 feet to an "X" —cut in concrete set for the northeast corner of Lot 14, Block 13, Forest Park Addition, continuing an overall distance of 509.65 feet to an "X"—cut in concrete set in the north right-of-way line of West Berry Street (variable width right-of-way); THENCE South 89 037'56" West, with said north right-of-way line of West Berry Street, a distance of 262.00 feet to an "X" —cut in concrete set in the aforementioned east right-of- way line of Greene Avenue; THENCE North 00 022'04" West, with said east right-of-way line of Greene Avenue, a passing distance of 207.00 feet to a point for the northwest corner of Lot 5, Block 13 of aforementioned Forest Park Addition, form which an "arrow" —cut in top of a wall bears South 02'48'10" East, as distance of 0.25 feet, continuing and overall distance of 505.67 feet to the point of beginning and containing 133,400 square feet or 3.062 acres of land. � a■Y_■■i�i�■ .�Li. •r�. �r�:�y7w''�e^eSex-+ei �^^. � � w ����b®rte �t� � �• � �;� �t7; • IP i it I I EXHIBIT B: DEVELOPMENT BUDGET II Proforma Development Budget Project:TCU--Berry Street Location:Fort Worth,Texas Total Net Rentable SF: 300,523 Student Housing SF: 261,989 Student Housing Beds: 644 Commercial SF: 38,534 LAND Total Per Bed• Per TNRSF Land Contract $0 $0 $0.00 Land Commission $0 $0 $0.00 Capitalized Ground Lease Payments $852,500 $1,324 $2.84 Total Land Costs $852,500 $1,324 $2,84 HARD COSTS Construction Contract $35,386,222 $54,948 $117.75 General Contractors Fee $0 $0 $0.00 Owner Items(FF&E,Tech,etc.) $2,082,810 $3,234 $6.93 Retail TI&Miscellaneous $1,196,550 $1,858 $3,98 Construction Management Fee $386,800 $601 $1.29 Hard Cost Contingency $1,546.700 $2,402 $5.15 Total Hard Costs $40,599,082 $63,042 $135.09 SOFT COSTS Architecture&Design Services $1,965,000 $3,051 $6.54 Engineering Services $604,000 $938 $2.01 General&Administration $435,000 $675 $1.45 Real Estate Taxes During Construction $66,542 $103 $0.22 Builders Risk Insurance $157,600 $245 $0.52 Building Permit Fees $0 $0 $0.00 City Utility Fees $15,606 $24 $0.05 Loan Inspection Fees $20,000 $31 $0.07 Advertising&Promotion $110,000 $171 $0.37 Leasing Commissions $162,480 $252 $0.54 Soft Cost Contingency $421,907 $655 $1.40 Developers Fee&Profit $1,496,700 $2,324 $4.98 Pre-Constr.Carrying Cost U0 5-0 $0.00 Total Soft Costs $5,454,834 $8,470 $18.15 OTHER COSTS Title Insurance $150,150 $233 $0.50 Financing Fees/Close Costs $249,500 $387 $0.83 Bond Issuance Fees $0 $0 Legal Fees $180,000 $280 $0.60 Construction Period Interest/Lease-up Deficits $2.403,658 $3,732 $8.00 Total Other Costs $2,983,308 $4,632 $9.93 Sub-total Development Costs $49,889,724 $77,469 $166.01 Less Reimbursements/Credits During Const. $0 $0 $0.00 Total Development Costs $49.889.724 577.469 $166.01 'includes commercial Phoenix Property Company C:nnfirlantini Infnrmntinn EXHIBIT C: OPERATING PROFORMA (WITH AND WITHOUT TAX ABATEMENT) Stabilized Operating Proforma 2006 (Without • Project:TCLI--Berry Street Location:Fort Worth,Texas UNIT MIX: Unit Unit #of Unit Unit Total Bed Rent Total Rent Percent Type Description Beds Mix Area Area Rent Per SF vermonth oflncome Al 1 Bed,1 Bath 58 24% 617 35,786 $900 $1.46 $52,200 11% A2 1 Bed,1 Bath(Double) 56 11% 756 21,168 $630 $1.67 $35,280 7% B1 2 Bed,2 Bath 92 19% 915 42,090 $825 $1.80 $75,900 16% B2 2 Bed,2 Bath(Double) 108 11% 1,170 31,590 $600 $2.05 $64,800 13% C1 3 Bed,3 Bath 30 4% 1,389 13,890 $800 $1.73 $24,000 5% Dl 4 Bed,4 Bath 300 31% 1,557 116,775 $770 $1.98 $231,000 48% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% LEASING Clubhouse 0 0% 0 0 $0 $0.00 $0 0% FIT/REC Clubhouse 0 0% 0 0 $0 $0.00 $0 0% Total/Avg.Multifamily: 644 100% 406 261,2-9-9 1 3 180 1 GROSS ANNUAL INCOME: Multifamily Rental Income 261,299 NRSF at $22.19 per NRSF -> $5,798,160 77% Retail Rental Income 30,722 RSF at $24.73 per RSF -> $759,645 10% -Retail Recoveries 30,722 RSF at $4.76 per RSF -> $146,293 2% - Office Rental Income 690 RSF at $0.00 per RSF -> $0 0% -Office Recoveries 690 RSF at $0.00 per RSF > $0 0% -Hotel Income(NOI) 0 RSF at $0.00 per RSF -> $0 0% Existing Income/Cash Flow 0 RSF at $0.00 per RSF -> $0 0% Parking&Other Income 0% Garage 568 beds at $360.00 per beds -> $204,480 3% Application Fees 644 beds at $0.00 per beds -> $0 0% Late Payment Fees 644 beds at $0.00 per beds -> $0 0% Maintenance Fees 644 beds at $120.00 per beds > $77,280 1% Telephone Charge 244 units at $264.00 per units -> $64,416 1% Tenant Cable&Internet Charge 644 beds at $360.00 per beds -> $231,840 3% Premiums 30 /unit/mo.-> $360.00 per bed -> $231,840 3% Total Gross Annual Income: $7,513,954 100% Less a Vacancy Rate of 5%for Retail&Office -> 1,571 SF $45,297 -Less a Vacancy Rate of 7%for Multifamily -> 45 units/beds $462,561 Effective Gross Income(EGI): $7,006,096 100% ANNUAL OPERATING EXPENSES: Multifamily Expenses Per NRSF Per Bed Total Salary&Related $1.23 $501 $322,522 18% Advertising&Promotion $0.09 $36 $23,000 1 Repairs&Maintenance $0.40 $161 $104,000 6% Management Fee 4.00% $0.94 $382 $245,818 14% Administrative Expenses $0.38 $153 $98.528 6% Utilities $0.65 $264 $169,963 10% Taxes-Real Estate $2.16 $877 $1,352,877 32% Insurance $0.56 $228 $146,557 8% Reserves for replacement $0.43 $175 $112,700 6% Total Residential Operating Expenses $6.84 $2,777 $2,575,965 100% Total Commercial Operating Expenses $91,207 Total Operating Expenses: $2,667,172 28% Less: Ground Lease Payments: $390,000 Net Operating Income: $3,948,924 67% Return on Cost($49,889,724) 7.92%] NOTE. Current rental rate as oiJuly 6,2004 is $1.73 per SF Phoenix Property Company Confidential Information m mnrr mN rm O Pd0 W PNdOPm dO V Of� r r N m W NO O 00 w m�(001 �N 10 O NW�_0 I NO r m O� 0 w m0 Cg O l CEL N Oo mNm m dt7 r N r P Om1 N Or m\m rt7P^m O m r m�m �O1 MM e e _ did doi a d1r,� m P vi NGDm011D a1 NN MdN ww'"wwwNNm°r'- t70t7 HwmM h v N M M w M M M OOmm � mP d � POCIP'-rrmt7pp �3°� Nm yNIr r 0 m NgN "I" d� r W mdmpm do N�� Ol C')d Prmr Nmmd o e t't wot and NN MdM wWNwNNNN�m O M M OlW MM 00 w M M M 1y y+ P Pmm FYI pd WnN m NmrOdN W PC')m ye a ��p OPj�A r pNp NN e e mpmj 3°e O O01°Dmm C f0N 00 N N V m ma on Co')Nm 0r NON OOrI d O m M r m m W W O N O O ON wmmmlOm HN NdM 01 N�wwNwNNmmwW N N M N ' M NN mt70 rml7m OP now mo d�JI O A r m W yHW a^ NO e e NN1000n w� MQ0 m NwN wNwwwmN �O� dN�f�~ N M M pNp M mW1°' NM O 00 rmmmW r W N W o t7�N n ww� M N M M M N 1y y� W dm00 mP » m m dPOmmm�t7mm ^aed d0� d O O N rOr OdiN e e vi N mOrmm mm md0 m ONC')t7'-NNPd9 DOS N�1m- oN0 ry I n�n �p a 00 m 3. nN m N« w«wNw � m m www N M M M N NN o N N M M a M p y Cm')NONi m- V N 1mO V r �tNO�V N CO NtmOr OO P Pmr m W m l7 W Nn m mm�r MmC')mnm pm Om mm N n m o w'7p O. 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Z 3c C Q cc rord� c o 0 W mM-a m c Q �j q ct o>o F 3 J Q O V O¢_ •y W c m m m O U1 G y P m �W < E N N¢ w LL > LL z m m U• _ Q a_> _ b m w m W a O mo�a�i 4ao�mmm°� me'9_� wQ�uwmwiW pp $� z Q In W¢ KF-GJx pmt CJ me m mac- aF Q6 Q¢-U(�NKF O r m Hw7� m e j v v O a Z U7¢K f¢ S(3 O W •• Q K W W W>0 0 C m O W an d K F- W U f W H O F- x I f U z O z z W W n R z G a s • Stabilized Operating Proforma 2006 (With Tax Abatement) Project:TCU-Berry Street Location:Fort Worth,Texas UNIT MIX: Unit Unit #of Unit Unit Total Bed Rent Total Rent Percent Tvpe Description Beds Mix Area Area Rent Per SF per month of lncome Al 1 Bed,1 Bath 58 24% 617 35,786 $900 $1.46 $52,200 11% A2 1 Bed,1 Bath(Double) 56 11% 756 21,168 $630 $1.67 $35,280 7% B1 2 Bed,2 Bath 92 19% 915 42,090 $825 $1.80 $75,900 16% B2 2 Bed,2 Bath(Double) 108 11% 1,170 31,590 $600 $2.05 $64,800 13% C1 3 Bed,3 Bath 30 4% 1,389 13,890 $800 $1.73 $24,000 5% D1 4 Bed,4 Bath 300 31% 1,557 116,775 $770 $1.98 $231,000 48% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 poi N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 0% N/A N/A 0 0% 0 0 $0 $0.00 $0 poi N/A N/A 0 0% 0 0 $0 $0.00 $0 0% LEASING Clubhouse 0 0% 0 0 $0 $0.00 $0 0% FIT/REC Clubhouse 0 0% 0 0 $0 $0.00 $0 poi Total l Avg.Multifamily: 644 1 0•. 406 261 299 1 8 $483,110 100 GROSS ANNUAL INCOME: Multifamily Rental Income 261,299 NRSF at $22.19 per NRSF -> $5,798,160 77% -Retail Rental Income 30,722 RSF at $24.73 per RSF > $759,645 10% Retail Recoveries 30,722 RSF at $4.76 per RSF -> $146,293 2% Office Rental Income 690 RSF at $0.00 per RSF -> $0 0% -Office Recoveries 690 RSF at $0.00 per RSF -> $0 0% Hotel Income(NOI) 0 RSF at $0.00 per RSF > $0 0% Existing Income/Cash Flow 0 RSF at $0.00 per RSF > $0 0% -Parking&Other Income 0%, Garage 568 beds at $360.00 per beds > $204,480 3% Application Fees 644 beds at $0.00 per beds -> $0 0% Late Payment Fees 644 beds at $0.00 per beds -> $0 0% Maintenance Fees 644 beds at $120.00 per beds -> $77,280 1% Telephone Charge 244 units at $264.00 per units -> $64,416 1% Tenant Cable&Internet Charge 644 beds at $360.00 per beds -> $231,840 3% Premiums 30 /unit/mo.-> $360.00 per bed -> $231,840 3% Total Gross Annual Income: $7,513,954 100% -Less a Vacancy Rate of 5%for Retail&Office -> 1,571 SF $45,297 -Less a Vacancy Rate of 7%for Multifamily -> 45 units/beds $462,561 Effective Gross Income(EGI): $7,006,096 100% ANNUAL OPERATING EXPENSES: -Multifamily Expenses Per NRSF Per Bed Total Salary&Related $1.23 $501 $322,522 18% Advertising&Promotion $0.09 $36 $23,000 1% Repairs&Maintenance $0.40 $161 $104,000 6% Management Fee 4.00% $0.94 $382 $245,818 14% Administrative Expenses $0.38 $153 $98,528 6% Utilities $0.65 $264 $169,963 10% Taxes-Real Estate $2.16 $877 $711,577 32% Insurance $0.56 $228 $146,557 8% Reserves for replacement $0.43 $175 $112,700 6% Total Residential Operating Expenses $6.84 $2,777 $1,934,665 100% Total Commercial Operating Expenses $91,207 Total Operating Expenses: $2,025,872 28% Less: Ground Lease Payments: $390,000 Net Operating Income: $4,590,224 67% Return on Cost($49,889,724) NOTE. Current rental rate as oiJuly 6,2004 is $1.73 per SF Phoenix Property Company Confidential Information w m m Q�� �N E00 V M OVm1 gVgwHW ONn� OON W W�mN N V Nml a NN 00 w N N N N N w w N N N NON N-N 000m. a N N Op0 O ImN W mNm�I-L WN NVm ww qqW wNNm MOM W N N N N N N O1W NN 00 q w H OOmIDm� NW VIM M WOMW�n n10MV new MNN 00 O O NN NOIH e,e VuEOj �e g gig W 12 10 w w m�m V WN N V N 01 NVgwgNHNgO MOM www�h N O N N N1O W W NCVNI OO w N N N q w W OWN. I O V W n N N N m n O V m M o M 10 m g 10 M G O I N 10 O N N p II N E O E D M O I O N V O `O V m V M m W m m m 0- V^ V O m O 1 n r M E O I f f V 11 m e e EOM e e gwN WN NVN N wWHwHNNNmN O0 Hf9 M O c N WW N, OO N w N R. wNO�NA wW NVN O Nw�q�gNwaJ1IN OOO MIIDMN N V N ��a EOW NN OO ot 01004 n� W W o �Vw�M.-N�rI� w W N mm m Om nM 1N m0 OE m n 0 m m NN WO w 0 0 0�N�OI �m O O a O O N M ^N Np r N�Ir b nop-N J O Nm O W --nm O e O O m O W AW 00 W NOmW o V I W O W _ MMM_N_ e n � ^ q N N EO ww NHHwq � m N N N N N M N w M N N N H H N ONONi f`�')N yNyN b V� n 0fN0�V NNO�tmOn oeo WW00� 0 O ENO -y�` ee -- 2ua rn amrm W l0M 014 Nn �D �N-n t�mt�mnEO mom m0 n N W N �� 00 WNl'7 GOD�N^ W' OON -WN-WHN-- M't7 O'C N N N N N c;W N W N N N N m m w N N N N N Q � m m O p n(NNEµ�E��EO a a N EO 4%IEO F N OID 1000 O VDEWO T nfNpmpnp0�0< ` mem gp� ED EO M m VyryV W O_m EOmO 001 N W h N �m N01 V�ON0 V 000 MNUf n n W n n mupj 00 H O I O N h W W W mN r N�ppm1�10, 'Om W umj�umj r N ^ N ^ O V 10 m N n M V W n �O I N N W N O m M 0 M l'7 O O V N N N m W IOM N EO N Mq�N�N SID c n r n N N wq wwwgw w h "� » N N N U) 7 w N N N q H •N O U T Q C T w m N O.N a W In n M n Ze�W 00 0 O m n m N W 0 0 Q q ' h MN 00 O O p V m� W O V M V r Q N M cL N NwwwNW NN�� N N N N N N N N N {0 X N w N N N w w d t a O rm MNa IO V W r V V 00NO V 000 Ipe 1p OO W�p ID O m N Np11D �.� MM e O C n 010�"OC V W It EO ^010 mn NM mM mom E9 Vi 0110 V n W a 0 c b0 00 .00 N N M 10 N V n O m m m�N O m m1 E O O EON 00 c w�OI�nO W OI W mN n N�m00 V nO10 E0 ��� m m ��^ ^ N ^ a y 01 W C NOt7N0 mm N V EO EO On NNm�01m bt7MII� OI W V W N tl N O � W N N H N N N wH ggwNN N N � w N N N M N N U. q N m` m Q V Om10Nm N V W IO V W V Nn MOI V m�N W Ne umj 000 m N W O W 00 E X V mmMOM V m W N g O N awowo W N V ID t7 mn Hq V m� n ON1 ONi OI�OI NO NN 00 mN mmn10N m NNO mO m Om mN O!m V W N VON m N N rm 00 W m M N W V V m E 0 O N t 7 10 1 N O V m N u) V m W n n n r W W NOM�N mm N V n OmN�-rte W mNn N m EO V EO N N N U IO m M N N n W M n M w N �� V � r ID w M N Ww ggwwH O] A d O m m N m 10 10 m m E 0 V V W M V W V M n O N m� O O I O M E O O V N p r NaN.W. 10 O N W mNMV_m NV IP °Va gqm W O EO V4%:W ^O NN 00 O w MH m A N IVO m N V N N N w w N N N q qN IOW V m W N N N W W O O N N N _ w N .m C pm O O N n W a N m o m M O N 00NNnV 00 OVO N m�0f`VMpO 00N WW^IOM O A ��� 00 N 00 to _ qw 12°m�°� nq"r' h°m h wMwww Nwww-1 N Nmv NN N r N N N WW o0 H N Mmm�rV ION nm� V MmaaomNM�0 meM 00WmV O O N nOrO ee �Omi ee A O^.Oar N �tm0 tN.1 N EO O c -iI0-iNO 0010 ENO V V HNm^-k N c N C C V N N C 00 HYj 010 V10 wm NVN ^ wwHHw WwH � M M NN M V N N N WW NN q N N N N N V N N o N N 0 0mN N mM m ny�y N nNOOmm Mn ON V O O((pp n a V N N N O 21 WmmONV �N W tO O NNOO mNOmIN�N ��N NgOlaL' O N W N�N NN MN 00 m01ONN W m N100 YO NM V 100 W m V 0 O n 0 b V N V a V N a W N N O V W m V W m c HMN NNw M m V n 1� N N O p uj M H N N r N H N H W N H N N N N N Cj N H N N M N W N N �e ee 000000r �o o` n o M^°m0� m v O fO 019 oo�o� W � ^g m �C E� c y C O. 3 C v W H .O. d C b b >n 7 z c �F$F$? 4t 3 N V K W W C c L O U b W E bE U LL!b .c m ubi X O Q~ w W> > b a B Or m.Tmg L)c, m w$ooacib° _ y o¢ as QUpa c O rw 2 O x m_ > W ma CLL W 7F- F-��ma �1�H W 3 ;WLLIT t` r �^ J _ E ttCpp b 136 V tCp w m N b C W m�c J A w W N O W O C C a b b U Q d 61 O` O b b C = $g F N p f _>J w J U J r 2`• O1 W O m C m m m C)i]LL' O b y1 Q E b 0 R a W LL LL=H U b H LO ba�3O u¢z >� v zw c-1E� uwa r-� y=L cw zb 4�3 b z�.� o b = r-�°°'^ o'" c O H$uNbibw c U_ �.4C O H w H� sv y `o 2 v.-�. fvm Uvi J QR'co�r>10 m �q�J W o inw oLu�iJ z Q m °d� N [r HazrnJm �xx 9JO ra Wbm Mo °r Qa`�agcgUnaF o rU m lw 'c �> w o t 0 o t 0 a¢ma¢2a�=�0 w b O w w w>00 C r w U F w r O r- C C � a z 0 z?ww nC z a EXHIBIT D: COMPARISON OF CITY TAX REVENUES (WITH AND WITHOUT BERRY STREET DEVELOPMENT) CURRENT TAD PROPERTY VALUE NOTICE Comparison of City Tax Revenues With and Without the Berry Street Development Project No Development As Developed (AS IS) (With a Tax Abatement) Chron. Calendar City of Ft.Worth Assessed City Appraised Assessment Assessed City Year Year Description Tax Rate Value Tax Paid Value Ratio Value Tax Paid 1 2005 Construction 0.865000 $104,415 - 2 2006 Certificate of Occupancy 0.865000 $107,547 $930 $49,889,724 85% $42,406,265 $0 3 2007 0.865000 $110,774 $958 $51,386,416 85% $43,678,453 $0 4 2008 0.865000 $114,097 $987 $52,928,008 90% $47,635,207 $0 5 2009 0.865000 $117,520 $1,017 $54,515,848 90% $49,064,264 $0 6 2010 0.865000 $121,046 $1,047 $56,151,324 95% $53,343,758 $0 7 2011 0.865000 $124,677 $1,078 $57,835,864 100% $57,835,864 $0 8 2012 0.865000 $128,417 $1,111 $59,570,939 100% $59,570,939 $0 9 2013 0.865000 $132,270 $1,144 $61,358,068 100% $61,358,068 $0 10 2014 0.865000 $136,238 $1,178 $63,198,810 100% $63,198,810 $0 11 2015 0.865000 $140,325 $1,214 $65,094,774 100% $65,094,774 $0 12 2016 Abatement Ends 0.865000 $144,535 $1,250 $67,047,617 100% $67,047,617 $579,962 13 2017 0.865000 $148,871 $1,288 $69,059,046 100% $69,059,046 $597,361 14 2018 0.865000 $153,337 $1,326 $71,130,817 100% $71,130,817 $615,282 15 2019 0.865000 $157,937 $1,366 $73,264,742 100% $73,264,742 $633,740 16 2020 0.865000 $162,675 $1,407 $75,462,684 100% $75,462,684 $652,752 17 2021 0.865000 $167,555 $1,449 $77,726,564 100% $77,726,564 $672,335 18 2022 0.865000 $172,582 $1,493 $80,058,361 100% $80,058,361 $692,505 19 2023 0.865000 $177,760 $1,538 $82,460,112 100% $82,460,112 $713,280 20 2024 0.865000 $183,092 $1,584 $84,933,916 100% $84,933,916 $734,678 21 2025 0.865000 $188,585 $1,631 $87,481,933 100% $87,481,933 $756,719 22 2026 0.865000 $194,243 $1,680 $90,106,391 100% $90,106,391 $779,420 23 2027 0.865000 $200,070 $1,731 $92,809,583 100% $92,809,583 $802,803 24 2028 0.865000 $206,072 $1,783 $95,593,870 100% $95,593,870 $826,887 25 2029 0.865000 $212,254 $1,836 $98,461,686 100% $98,461,686 $851,694 26 2030 0.865000 $218,622 $1,891 $101,415,537 100% $101,415,537 $877,244 27 2031 0.865000 $225,180 $1,948 $104,458,003 100% $104,458,003 $903,562 28 2032 0.865000 $231,936 $2,006 $107,591,743 100% $107,591,743 $930,669 29 2033 0.865000 $238,894 $2,066 $110,819,495 100% $110,819,495 $958,589 30 2034 0.865000 $246,061 $2,128 $114,144,080 100% $114,144,080 $987,346 31 2035 0.865000 $253,443 $2,192 $117,568,403 100% $117,568,403 $1,016,967 32 2036 0.865000 $261,046 $2,258 $121,095,455 100% $121,095,455 $1,047,476 33 2037 0.865000 $268,877 $2,326 $124,728,318 100% $124,728,318 $1,078,900 34 2038 0.865000 $276,944 $2,396 $128,470,168 100% $128,470,168 $1,111,267 35 2039 0.865000 $285,252 $2,467 $132,324,273 100% $132,324,273 $1,144,605 36 2040 0.865000 $293,809 $2,541 $136,294,001 100% $136,294,001 $1,178,943 37 2041 0.865000 $302,624 $2,618 $140,382,821 100% $140,382,821 $1,214,311 38 2042 0.865000 $311,702 $2,696 $144,594,306 100% $144,594,306 $1,250,741 39 2043 0.865000 $321,054 $2,777 $148,932,135 100% $148,932,135 $1,288,263 40 2044 0.865000 $330,685 $2,860 $153,400,099 100% $153,400,099 $1,326,911 41 2045 0.865000 $340,606 $2,946 $158,002,102 100% $158,002,102 $1,366,718 42 2046 0.865000 $350,824 $3,035 $162,742,165 100% $162,742,165 $1,407,720 43 2047 0.865000 $361,349 $3,126 $167,624,430 100% $167,624,430 $1,449,951 44 2048 0.865000 $372,189 $3,219 $172,653,163 100% $172,653,163 $1,493,450 45 2049 0.865000 $383,355 $3,316 $177,832,758 100% $177,832,758 $1,538,253 46 2050 0.865000 $394,855 $3,415 $183,167,741 100% $183,167,741 $1,584,401 47 2051 0.865000 $406,701 $3,518 $188,662,773 100% $188,662,773 $1,631,933 48 2052 0.865000 $418,902 $3,624 $194,322,656 100% $194,322,656 $1,680,891 49 2053 0.865000 $431,469 $3,732 $200,152,336 100% $200,152,336 $1,731,318 50 2054 0.865000 $444,413 $3,844 $206,156,906 100% $206,156,906 $1,783,257 51 2055 0.865000 $457,746 $3,959 $212,341,613 100% $212,341,613 $1,836,755 52 2056 0.865000 $471,478 $4,078 $218,711,861 100% $218,711,861 $1,891,858 53 2057 0.865000 $485,622 $4,201 $225,273,217 100% $225,273,217 $1,948,613 54 2058 0.865000 $500,191 $4,327 $232,031,414 100% $232,031,414 $2,007,072 55 2059 0.865000 $515,197 $4,456 $238,992,356 100% $238,992,356 $2,067,284 56 2060 0.865000 $530,653 $4,590 $246,162,127 100% $246,162,127 $2,129,302 57 2061 0.865000 $546,572 $4,728 $253,546,990 100% $253,546,990 $2,193,181 58 2062 0.865000 $562,969 $4,870 $261,153,400 100% $261,153,400 $2,258,977 59 2063 0.865000 $579,858 $5,016 $268,988,002 100% $268,988,002 $2,326,746 60 2064 0.865000 $597,254 $5,166 $277,057,642 100% $277,057,642 $2,396,549 61 2065 0.865000 $615,172 $5,321 $285,369,371 100% $285,369,371 $2,468,445 62 2066 0.865000 $633,627 $5,481 $293,930,453 100% $293,930,453 $2,542,498 63 2067 0.865000 $652,636 $5,645 $302,748,366 100% $302,748,366 $2,618,773 64 2068 0.865000 $672,215 $5,815 $311,830,817 100% $311,830,817 $2,697,337 65 2069 0.865000 $692,381 $5,989 $321,185,742 100% $321,185,742 $2,778,257 Total City Tax Revenues: $174,616 $76,054,749 Present Value of City Tax Revenues @ 5.00%Discount Rate $32,929 $11,500,517 Assumptions: A.No Development(AS IS) Land and Improvements remain as is:project is not developed Majority of land and Improvements are University owned and are currently not on the tax rolls. Parcel currently owned by Perrotti,Inc.is assessed at$104,415 Assessed value appreciates annually at 3.00% B.Project as developed(WITH A TAX ABATEMENT) The development will pay taxes associated with assessed values. Appraised value appreciates annually at 3.00% The abatement will commence upon certificate of occupancy and continue for 10 years. C Based on 2003 Tax Rate. Annual tax rate escalation. 0.00% D Total taxable development costs= $49,889,724 2004 PROPERTY VALUE NOTICE TARRANT APPRAISAL DISTRICT NOT A TAX BILL, DO NOT PAY FROM THIS NOTICE 2500 Handley-Ederville Road *+ Fort Worth Texas, 76118 You may call (817) 284-2025 about your market value. YOUR ACCOUNT NUMBER IS 00958093 #BWNBRTN ,#00958093 7# Property Description and Address IlfulflL11111111111nII111LfI111fI1u�I11111111fI11111JIJ PERROTTI INC , FOREST PARK ADDITION-FT WORTH 4509 FRENCH LAKE DR BLK 13 LOT 5 FORT WORTH TX 76133-6907 & PART CLOSED ALLEY 3025 GREENE AVE MAP 2042-376 IF THIS IS NOT YOUR PREFERRED MAILING Anr)RESS, PLEASE CALL (8 17) 284-4063. kCCOUNT NO OOA5809 3 2003 Market Value Poo THIS YIE 2,104; �rt t t I11. 1 Tt` �A./�t _BI.R.k�...: Market Value Appraised Value 83 893 ( " 65 , 211 IMPR Appraised Value 39 , 204 LAND 83 , 893 T 1 4 41 T T A 1 41 TOTAL _ Taxable Value Taxing Units Taxable Value Last Years Tax Rats Estimated Tax Amount 83 , 893 TARRANT COUNTY 104 , 415 . 272500 284. 53 83 , 893 TARRANT COUNTY HOSPITAL 104, 415 . 235397 245 . 79 83 , 893 TARRANT COUNTY COLLEGE 104, 415 . 139380 1 145 . 53 83, 893 FORT WORTH ISD 104, 415 1 . 658000 1 , 731 . 20 83, 893 CITY OF FORT WORTH 104 , 415 . 865000 903 . 19 83 ,893 REGIONAL WATER DISTRICT 104 , 415 . 020000 20 . 88 2004 ESTIMATED TAXES 3 , 331 , 12 "The Texas Legislature does not set the amount of your local taxes. Your property tax burden is decided by your locally elected officials,and all inquiries concerning your taxes should be directed to those officials." THIS YEAR'S ESTIMATED TAXES are the amounts you would pay on this year's proposed value IF the governing bodies adopt the tax rates shown. A taxing unit may not adopt a rate that would increase tax revenues for operating purposes above tax revenues from properties taxed in the preceding year without publishing notice in a newspaper that It is considering a tax increase and holding a public hearing to discuss the increase. NOTE: Tarrant Appraisal District determines property values; it does NOT set tax rates, or bill and collect taxes. % EXEMPTIONS GRANTED IF YOU HAVE QUE3T�ONS ABOUT EXEMPTIONS, CALL (817) 284-4068 If you receive the OVER-65 exemption for a residence homestead, SCHOOL taxes may not exceed your established tax ceiling, UNLESS you have added property improvements since the ceiling was set. If you disagree with the proposed value, contact the TARRANT APPRAISAL DISTRICT (TAD) at (817) 284-2025. If the APPRAISAL DISTRICT cannot resolve the problem, you have the right to appeal to the APPRAISAL REVIEW BOARD (ARB). In order to appeal, you must fiie, a written protest with the ARB no later than JULY 14 2004. Pleas• rotor to the enclosed instr=flnna for d4jail on how to file a valid protest. A protest form for the subject property has been printed on the reverse side of Ods,Q ifs.. a ^�AW hearings begin June 14, 2004 at 2500 Handley—Ederville Road and will continue until all valid protests have boo n CST # a protest, you will receive notice of your hearing date and time at least 15 days before the hearing. pp TAD PHONE LINES ARE USUALLY VERY BUSY DURING JUNE AND JULY PLEASE KEEP TRYING. kc � f�W --- VIRit the TAD Web osom at htto://www.tad.ora rte. EXHIBIT E: OWNER'S POLICY REGARDING USE OF FORT WORTH CERTIFIED MINORITY AND WOMEN BUSINESS ENTERPRISES ACTION PLAN: FORT WORTH CONTRACTORS CERTIFIED MINORITY AND WOMEN BUSINESS ENTERPRISES Phoenix Property Company will provide every opportunity for local contractors and Fort Worth Certified Minority and Women Business Enterprises to participate in the development of the Berry Street project. We have compiled a contractor list and M/WBE list from which bid packages in the relevant trades will be sent. Further, Phoenix will place advertisements / invitations to bid in the largest locally circulated publications giving notice to potential contractors and suppliers of the development. Phoenix will notify both the Hispanic and the Fort Worth Metropolitan Black Chambers of Commerce of the project and potential opportunities for M/WBE and local contractors. We have been advised that the Chambers will also distribute our invitation to bid directly to their respective membership. Phoenix Property Company's goal is for 20 percent of the construction dollars to be spent in the Fort Worth community. At this time our commitment is 20 percent to local contractors, with Fort Worth Certified Minority and Women Business Enterprises being allocated 15 percent of the construction dollars. In addition, Phoenix has committed 60 percent of ongoing supplies and services expenditures after the project is completed to Fort Worth companies. Fort Worth Certified M/WBE companies would be allocated 20 percent of all local discretionary spending for supplies and services. LIU N zg � Q EXHIBIT F: EMPLOYMENT & COMPANY SPONSORED EMPLOYEE BENEFITS TCU - Berry Street Monthly Salary Analysis Position Salary FICA Unemp, Work. Comp. Group Ins. Total Annual Business Manager 3,300 251 26 317 297 4,191 Assistant Manager#1 2,250 171 18 50,292 Assistant Manager#2 2,125 162 17 216 203 2,858 34,290 204 191 2,699 32,385 Service Tech. 2,625 200 21 252 236 3,334 40,005 Assistant Tech. 2,300 175 18 221 207 2,921 35,052 Porter 1,425 108 11 137 128 1,810 21,717 Overtime 900 68 7 86 81 1,143 13,716 Bonus 1,100 84 9 106 99 1,397 Total $16,025 $1,218 $128 16,764 $1,538 $1,442 $20,352 $244,221 G�� ?:L +:a.. t , co,& 1C-ropero, Com ' MEMORANDUM ORANDUM To: All Eligible Part Time and Full Time Employees From: Employee Benefits Department Subject: Open Enrollment for Plan Year June 1, 2004 Through May 31,2005 Date: April 7, 2004 If you are not currently enrolled, Open Enrollment is your opportunity to enroll in the Medical, Dental, Flexible Spending Accounts, Voluntary Life, and Voluntary Accident plans. This is also the time to make changes to your previous medical and dental elections,to increase your voluntary life and voluntary accident insurance coverage, and to re-enroll in the Flexible Spending Accounts. Re-enrollment is required each plan year for participation in the Flexible Spending Accounts. You will not have another opportunity to enroll in these plans or make changes to your previous elections until June 1, 2005, unless you have a qualifying status change (e.g., marriage, divorce, death of a dependent,birth or adoption of a child, or loss of coverage under another plan). Plan Changes Effective June 1 2004 The continuing upward trend in health care costs has made it necessary for Lincoln to increase employee contribution rates to the medical and dental plans effective June 1, 2004. These increased rates are reflected on the enclosed Medical,Dental &Life Benefits Enrollment/Change Form. MetLife will replace Delta as our dental carrier. If you or any of your dependents have met any portion of the calendar year deductible, this amount will be applied toward your or your dependent's calendar year deductible with MetLife. Calendar year limits, orthodontic limits, as well as claims history will also be transferred from Delta to MetLife. If you participate in the flexible spending account health care account for the 2004-05 plan year,you may now file for reimbursement of certain over drugs. Information on the type of drugs that qualify for reimbursement is enclosed in this packet. Forms to Return: 1. Flexible Spending Accounts Benefits Enrollment/Change Form — Return oniv if you wish to enroll or re-enroll in one of the Spending Accounts. 2. Medical/Dental & Life Benefits Enrollment/Change Form—Return only if you are: F a, Adding Coverage for yourself or a dependent, b. Dropping coverage for yourself or a dependent, C. Making a carrier change, or d. Changing your beneficiary under the company paid group life insurance plan. changes may be made at any time by requesting a form from your Benefits Coordinator.)eficiary If you are waiving health coverage for yourself,your spouse and/or dependent child(ren)because of other insurance coverage, it is important that you complete the "Waiver of Coverage" in Section A of the enrollment form. Completion of this section may enable you to enroll at a future date should the other coverage be lost. 3. Voluntary Life and Voluntary Accident Application Form —Return the application form directly to Cigna Group Insurance in the envelope provided only if you are: a. Enrolling for the first time, or b. Requesting an increase in your current coverage. Plan Options 1. Medical Plan Options &Enrollment The following medical plan options are available to you: Aetna PPO Cigna Healthcare PPO Cigna HealthCare HMO (EPP) - HMO coverage is available only in specified areas. (See the enclosed list of network locations to see if this option is offered in your area.) If you are enrolling dependent children ages 19-24, proof of full time student or handicapped status will be required by the carrier before the dependent child can be enrolled. If you are enrolling a child age 19-24 for the first time,please include the proof of student status with your enrollment form. The carrier will then request proof of student status periodically thereafter. Enclosed are detailed comparison sheets describing the Aetna PPO, Cigna PPO, and Cigna HMO (EPP) plans. This summary is meant to contain highlights of the medical plans. If there are any discrepancies between the comparison sheets and the summary plan description, the summary plan description will prevail. If you elect to change medical PPO plans and have already met any portion of the calendar year deductible and out-of-pocket maximum under your current carrier, these amounts cannot be applied against the calendar year deductible and out-of-pocket maximum of the new carrier. 2. MetLife Dental Plan 3. Flexible Health and Dependent Care Spending Accounts Lincoln Property Company is again offering you the option to set aside pre-tax dollars to re im yourself for certain health care and dependent care expenses not reimbursed by insurance. Ra election will be for the plan year June 1, 2004 to May 31, 200-5. Aetna will continue to admi these accounts. Make your choices in these plans carefully. The amounts deducted from your pay and not used to reimburse yourself for eligible expenses incurred during the plan year are forfeited. Except for certain over-the-counter drugs, health care expenses must be considered tax deductible by the Internal Revenue Service (IRS) in order for your expenses to be reimbursed. Expenses reimbursed under a FSA account must not have been reimbursed by any other plan. If you select either of the Cigna medical options, you cannot select Aetna's streamlined medical reimbursement option. If you are a Cigna participant, simply submit your medical spending account claims and a copy of your Cigna explanation of benefits to Aetna for reimbursement from your health care spending account. 4. Voluntary Life and Accident Insurance This benefit provides life insurance and/or accidental death and dismemberment insurance for you and your eligible family members. If elected, this coverage will be fully paid by you. Cigna Group Insurance is providing the rates on a group basis. If you were previously eligible but did not enroll and wish to do so at this time, you will be required to provide evidence of good health. If you are currently enrolled, no re-enrollment is required. Coverage amounts will be automatically adjusted on June 1, 2004 to reflect any salary increase since your original enrollment— up to 25% of your previous salary, not to exceed the plan maximum. If you want to add additional coverage, no evidence of good health is required for additional amounts equal to one benefit level increase or $50,000, whichever is less, subject to the group policy guaranteed coverage amount. Proof of good health will be required for amounts above the guaranteed coverage amount. Your medical, dental and/or health and dependent care contributions will be withheld from your paycheck on a pre-tax basis to the extent allowed under Section 125 of the Internal Revenue Code. CONSIDER YOUR MEDICAL, DENTAL, SPENDING ACCOUNT, VOLUNTARY LIFE AND/OR VOLUNTARY ACCIDENT CHOICES CAREFULLY. Once you enroll, your elections cannot be changed until June 1, 2005, unless you have a qualifying change in status. ALL ENROLLMENT FORMS SHOULD BE RETURNED TO YOUR SUPERVISOR BY FRIDAY,APRIL 30, 2004 If you have any questions regarding this memorandum, or your employee benefits, please contact your local Benefits Coordinator or the Dallas Benefits Department. LPSI Q a 0 u .� ro N u a V � O a � O zzs zz ad a M M h O M M H H O V f.9 O Y O O w U � fr9 O � O O b q u � � ppp�ppp a � i, A � U •� A Z - Q N h Q Q O Q Q A O V V "A' Q Y Q U 0 y u U O O Q o ' o o .S H a a c Au u y o o° c o u a u u w ` �! N U V �'� °n o o A H b Q u ° U U H Q Q y �{ N 1 z v H H N OV o'G..V N u C'' Y '�• H O O a" G O a. ... }M�1 v C aN V9 K g' p r C+ C °1 C. '� p N to u y O H C N M e a \ m G \ h 'r 1 W N S 00 U � O p O V. eo U o0 r^�l. 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C Y Q y y tl L V ^w N u O a o o A' �v v c9 ,� a - A u e 43 3 W � � y O V � 0.`. ❑ y y M y '� V V O � +•� r � L h � •^" � a � Q � b z w •� e m o f y p q C iey •�� a A 7 O � w ti G h b a e ° a.° •""� o u a ° c o = u a A u •0 0 00 esa o o � gip = •p u o CQ'.i � so n�°j 0. � a •o fJr Q r y o G t7 d y y U a 8 .f$,+ 4 > $ ale o O S O Pi U 0 0 0 U a ^1 LINCOLN PROPERTY COMPANY To: All Regular Full Time Employees From: Employee Benefits Department Subject: Voluntary Insurance Programs —Term Life and Personal Accident Insurance Lincoln Property Company provides voluntary life and accident group insurance benefits through our employee benefits package. These programs are underwritten by Life Insurance Company of North America (LINA), a CIGNA company. Voluntary Term Life Insurance provides life insurance protection for you and your eligible family members, at attractive group rates. If you change your employment status, you may elect to continue group coverage for yourself and your family members. Personal Accident Insurance provides protection for you and your eligible family members in the event of a covered accidental death or dismemberment. This program includes features that provide additional benefits to help families adjust to their new living circumstances. These benefit programs are offered in addition to the basic life and basic accident insurance Lincoln Property Company provides at no cost to you. Since they are voluntary programs, they are paid for by you through the convenience of payroll deductions. If you enroll when you are first eligible, you may enroll yourself, your eligible spouse and dependent children, for amounts of coverage — GUARANTEED. To enroll for the guaranteed coverage, complete the CIGNA enrollment form no later than 30 days from your Benefits Eligibility Date, and return it in the enclosed business reply envelope. You will not have to answer any medical questions for these coverage amounts. If you elect an amount of coverage for yourself, or your eligible family members that exceeds the guaranteed amount, you need to answer the medical questions on the back of the CIGNA enrollment form. Please refer to the enclosed brochures and enrollment form for the specifics. If you do not enroll when you are first eligible, but wish to enroll during a subsequent "Annual Enrollment Period", the guaranteed coverage amounts will not apply. Coverage will not be issued until the insurance company approves acceptable evidence of good health. Evidence of good health may include a paramedical exam or physician's statement. If a physician's statement is required, you may be required to incur the cost of obtaining this information. If enrolling during an Annual Enrollment Period, complete sections A-K on the back of the Insurance Application. Because the Voluntary Term Life Insurance and Personal Accident Insurance programs are separate plans, you can enroll for one, or both of these benefits — whichever is best for you and your family. In order to learn more about these programs, please read the enclosed brochures for information on these programs' coverages, features and rates. If you have any questions, please call the CIGNA Customer Service Center at 1-800-231-1193, Monday through Friday, 8:00 A.M. to 8:00 P.M , Eastern Time. LINCOLN PROPERTY SERVICI[S, IN(, P.O. Box 1920 DALLAS,TX 75221 (214) 740-4440 r -{ r a� s d ��r7�iY3 r Who Needs Personal Accident Insurance? ryjl.re You do. Accident insurance can help you pay expenses if you or your spouse is seriously injured or killed in a covered accident. This coverage can ensure that tragedy doesn't take both an emotional and a financial toll on your family. f� By purchasing is insurance product i; p duct through your employer,you benefit from: j - ♦ Affordable group rates ♦ Access to knowledgeable service representatives ♦ Convenient payroll deduction Who Is Eligible For Coverage? Your Monthly Cost You—You are eligible for coverage if you are an active full-time The cost of this coverage for the employee is $.02 per$1,000 per employee of the sponsoring employer and work at least 40 hours month.The cost for the Family Plan is$.03 per$1,000 per month. per week for your employer and have completed 90 days of active service. If you would like to see for yourself how much your coverage will cost each month,just follow these steps: Your Spouse—You may elect coverage for a lawful spouse under I. Pick the coverage you want— 1, 2 ,3 or 4 times youryearly age 70 provided that you apply for and are approved for coverage base salary; for yourself. 2. Multiply your yearly base salary by the number and round your Your Children—You may elect coverage for your unmarried answer to the next higher$1,000; 'dependent children who are at least 14 days old and under age 19 3. Divide your coverage by 1,000; (or under age 25 if they are full-time students).Children must be 4. Multiply that number by the rate for the coverage chosen, dependent upon you for support and maintenance. either Employee Only or the Family Plan. No one may be covered more than once under this plan. If you are Example: An employee earns$46,500 a year and wants a benefit covered as.an employee,you cannot also be covered as a dependent. amount equal to three times his yearly base salary,and coverage under the Family Plan: How Much Coverage Can You Buy? 3 x$46,500=$139,500 You—You may select coverage equal to 1,2,3 or 4 times your (rounded to the next higher$1,000=$140,000); yearly base salary,rounded to the next higher$1,000,subject to a $140,000-+- 1,000= 140 maximum benefit of$1,000,000. 140 x$.03 (the monthly rate for Family Plan coverage) _ Your Family—Your spouse's benefit will be 50%of yours,or 60% Costs are subject to cha 84. 20 per month.e. if you have no dependent children. Each of your covered children's benefit amounts will be 15%of yours,or 20%if you are a single Benefit Reductions parent. When you reach age 70,your benefits will be reduced to 70%of the Each family member's coverage is a percentage of the benefit benefit amount selected;at age 75,45%;at age 80,30%,and at age amount you select. It will depend on who your insured family 85, 15%.If you elect the coverage for your family members, members are at the time of a covered accidental loss. The benefit Accidental Death &Dismemberment benefits for your insured amount cannot exceed$350,000 for your spouse and $25,000 for family members will be based on your selected benefit amount, each child. Other plan benefits based on your selected benefit amount will be determined by this reduction schedule.Coverage for your spouse ends when he she reaches age 70 These reductions also apply if you��lec[co�?r�g��after age 69_ !.1'i1'S'.;G. � 3:' ,�y.t� ,�r�q,�gst�� ii r;♦ hy11,%gS .M°. ` } - �i��y���l,�fd;^�Sh� y . ti "f Ei dN V��216Y1 S Who Needs Life Insurance? r r ante. You do.Single or married.Buying your first home or preparing for retirement. Raising children or sending them off to college.No matter where you are in life,insurance should be part of your financial plan. y_ By purchasing this insurance product through your employer,you benefit from: 1 ♦ Affordable group rates ♦ Convenient payroll deduction Access to knowledgeable service representatives Who Is Eligible For Coverage? Guaranteed Coverage You—If you are an active full-time employee and work at least 40 If you and your dependents are eligible and you apply within 30 hours per week for your employer and have completed 90 days of days after you are eligible to elect coverage for you and your active service. dependents,you are entitled to choose any of the offered amounts Your Spouse—Up to age 70 is eligible provided that you apply of coverage up to the guaranteed coverage amount,as shown on for and are approved for coverage for yourself. your application,without having to provide evidence of good Your Unmarried,Dependent Children—At least 14 days old health. and under age 19 (or under age 25 if they are full-time students), If you apply for an amount of coverage for yourself and any as long as you are covered. One low premium will insure all your dependents greater than the guaranteed coverage amount, eligible children,regardless of the number of children you have. coverage in excess of the guaranteed coverage amount will not be issued until the insurance company approves acceptable No one may be covered more than once under this plan. evidence of your good health. Evidence of good health may include a paramedical exam or physician's statement. How Much Coverage Can You Buy? If you apply for coverage for yourself and any dependents more than 30 days from the date you become eligible to elect coverage You—You can select life insurance coverage of 1,2,3 or 4 under this plan,the guaranteed coverage amounts will not apply, times your yearly base salary rounded to the next higher$1,000. Coverage will not be issued until the insurance company approves The maximum for any employee is the lesser of 4 times your acceptable evidence of good health. Evidence of good health may yearly base salary or$1,000,000. The guaranteed coverage include a paramedical exam or physician's statement. amount for you is the lesser of 4 times your yearly base salary or $500,000. Your Spouse—You may select coverage for your spouse in units of$10,000 to a maximum of$250,000,not to exceed 50%of your coverage amount. The cost of your spouse's coverage will be based on your spouse's age. The guaranteed coverage amount for your spouse is$50,000. Your Unmarried, Dependent Children—You may select coverage for your unmarried, dependent children of$10,000 The guaranteed coverage amount for your children is$10,000. 4 . EXHIBIT G: DESCRIPTION OF INFRASTURUTURE IMPROVEMENTS WATER AND SEWER IMPROVEMENTS: The total cost for water and sewer improvements for the Berry Street development is $131,631. There will be City participation in replacing the existing 6-inch water pipe. The developer will pay for pipe over-sizing to 12-inch in order to increase capacity in the development area. The developer and city estimated costs for water and sewer improvements are subject to construction inspection fees. STREET IMPROVEMENTS: Street related improvements include the demolition and removal of approximately 2,500 square feet of existing concrete drive approach and the installation of new 6-inch reinforced concrete drive with 7-inch concrete curb and gutter and pavement markings per City requirements. Removal and replacement of approximately 750 square feet of reinforced concrete sidewalk is also required. The total estimated cost of the street related paving improvements is $17,440. _ Mjf awls . aw 7 14 r 1, '-0 P �� oiioiioi■ '�,/ F A � 1 �' T ' Exhibit "E" r1 CDBG Eligible Areas & Central City 7 2 52 76092 761 a1 76248 77 76020 760 1 76131 g 76 4 76148 26 76180 6137 6054 76021 2 76135 s 2 76022 7 12 7. 26 10 761 6 7611 7611 76 0 s 7 2 6111 76127 4 s 761 / 76120 a 761 2 76� 76012 76 , 76107 1a ) s ' ao s 76104, s so a 76105 6013 61 e 7 0 o 761 .r 37 76109 18 28 76015 76119 76016 6022 28 1 76115 28 76132 76017 76133 37 76134 76060 76126 76001 76123 76140 76063 76036 76028 0 1 2 4 6 8 Planning Department FORTWORTH Miles 10/21/04 - BK City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/19/2004 - Ordinance No. 16182 DATE: Tuesday, October 19, 2004 LOG NAME: 17PHOENIXTA REFERENCE NO.: C-20354 SUBJECT: Public Hearing and Ordinance Designating Neighborhood Empowerment Reinvestment Zone No. 21 and Tax Abatement Agreement with Phoenix Property, Inc. and Related Findings of Fact by the City Council Regarding Construction of Mixed-Use Project by Phoenix Property, Inc. within the Berry/University Neighborhood Empowerment Zone RECOMMENDATION: It is recommended that the City Council: 1. Hold a public hearing concerning the designation of approximately 3.06 acres of land as described in Exhibit "A" (the Land) as Neighborhood Empowerment Reinvestment Zone (NEZ Reinvestment Zone) Number Twenty-one, City of Fort Worth, Texas; and 2. Adopt the attached ordinance designating the Land as NEZ Reinvestment Zone Number Twenty-one, City of Fort Worth, Texas pursuant to the Texas Property Redevelopment and Tax Abatement Act, Tax Code, Chapter 312; and 3. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with Phoenix Property, Inc. are true and correct; and 4. Authorize the City Manager to enter into the attached Tax Abatement Agreement with Phoenix Property, Inc. for the property listed on Exhibit "A" in accordance with the NEZ Tax Abatement Policy and NEZ Basic Incentives, as amended (the NEZ Policy). DISCUSSION: REINVESTMENT ZONE One of the incentives a municipality can provide in a NEZ, according to Chapter 378 of the Texas Local Government Code, is an abatement of municipal property taxes for properties in the NEZ. It is recommended that the subject property, located in Council District 9 and described in Exhibit "A", be removed from NEZ Reinvestment Zone No. 13 and instead be designated as NEZ Reinvestment Zone No. 21, so that the City can enter into a 10-year tax abatement agreement which, under the guidelines set forth in the NEZ Policy, are subject to terms and conditions specific to the project. Phoenix Properties, Inc. is considering construction of two mixed-use buildings to include residential, retail and parking on this site. As required by Chapter 312 of the Texas Tax Code, a public hearing must be conducted regarding the creation of the Zone. Notice of this hearing was (1) delivered to the governing body of each affected taxing unit, and (2) published in a newspaper of general circulation at least seven days prior to this hearing. The area encompassing the proposed Zone meets the statutory criteria for designation as a tax abatement T nvnnmP• 17PI40PNTXTA Page I of 3 reinvestment zone set forth in Chapter 312 of the Texas Tax Code in that the area is reasonably likely, as a result of the designation, to contribute to the retention or expansion of primary employment or to attract major investment in the Zone that would be a benefit to the property and that would contribute to the economic development of the City. Further, the improvements sought in the Zone are feasible, practical and would be a benefit to the land to be included in the Zone and to the City after any tax abatement agreements which may be entered into have expired. The proposed NEZ Reinvestment Zone No. 21 will expire after five years and may be renewed for periods not to exceed five years. TAX ABATEMENT TERMS The real property is located in Berry/University NEZ. Phoenix Property, Inc., has applied for a ten-year municipal real property tax abatement on the improvements to be constructed on the Land only (and not the Land itself) under the NEZ Policy for a mixed-use residential and retail project. The Housing Department has reviewed the application and certified that the property meets the eligibility criteria to receive NEZ municipal property tax abatement. The NEZ Basic Incentive allows for a ten-year municipal real property tax abatement on the increased value of improvements to the qualified owner of any new construction within the NEZ. Under the proposed Tax Abatement Agreement, Phoenix Property, Inc. (the Developer) has committed to (i) invest $46,000,000 in real property improvements; (ii) invest $1,000,000 in personal property investments; and (iii) construct two (2) mixed-use buildings consisting of 245 units of housing, 31,000 square feet of ground-floor retail, and an eight-story 580-space structured parking garage by August 31, 2007 (the Completion Date). In return for the redevelopment of the property, the City will abate up to 100% of the Developer's incremental real property taxes attributable to improvements constructed on the Land but not the Land itself. This abatement will be for up to ten (10) years. The City will provide a five (5) year tax abatement for years 1 through 5 in accordance with the "Basic Incentives" under the NEZ Policy. The total amount of the tax abatement paid over the term of the agreement shall not exceed a gross aggregate cap of $4,471,955, subject to the Developer's right to a 100% tax abatement in years 1-5, regardless of the value. In order to obtain the maximum benefit under the agreement after year 5, the Developer will be required to (i) have spent not less than the greater of$7,060,000 in construction hard costs or twenty percent (20%) of its construction costs, with Fort Worth companies; (ii) have spent not less than the greater of $5,295,000 in construction hard costs or fifteen percent (15%) of its construction costs on Fort Worth Certified MWBE companies. The Developer has also committed to spend the greater of $150,000 per year or sixty percent (60%) of its annual costs for supplies and services with Fort Worth companies and the greater of$50,000 or twenty percent (20%) of its annual costs for service and supply contracts with Fort Worth certified MWWBE companies. Additionally, the Developer commits to hire at least six (6) individuals in full-time jobs on the Land, at least four (4) Fort Worth residents or sixty seven percent (67%) of the total number of full time jobs, whichever is greater, and at least two (2) Fort Worth Central City residents or thirty three percent (33%) of the total number of full time jobs, whichever is greater, on the site as of August 31, 2007. The actual amount of the abatement will depend upon the extent of how the Developer meets its construction and construction spending commitments as outlined above and as allocated as follows: An amount equal to 60% if the Developer substantially completes at least $46,000,000 in real property improvements and $1,000,000 in personal property on the site by August 31, 2007. Failure to meet this commitment will constitute an event of default; An amount equal to 25% if the Developer spends at least 20% of its construction costs, or $7,060,000 in construction hard costs, whichever is greater, with Fort Worth companies. Should the Developer not achieve this commitment, the value of the abatement will be reduced pursuant to a formula based on the T.nannme• 17PHOFNIXTA Page 2 of 3 degree by which the Developer failed to achieve the commitment. An amount equal to 15% if the Developer spends at least 15% of its construction costs or $5,295,000 in construction hard costs, whichever is greater, with Fort Worth Certified MWWBE companies. Should the Developer not achieve this commitment, the value of the abatement will be reduced pursuant to a formula based on the degree by which the Developer failed to achieve the commitment. If the Developer does not meet its service and supply spending commitment for Fort Worth Companies and Fort Worth Certified MWBE companies in any given year, the value of the tax abatement for the following year will be reduced by an amount equal the number of dollars by which the Developer failed to meet the commitments. If the Developer fails to meet its employment commitments the value of the abatement for the following year will be reduced by $10,000 for each employee by whom the Developer failed to meet such commitments. The Developer is also requesting City participation in paying for the incremental increase in enhanced pedestrian improvements bounding the property in accordance with the Berry Street Streetscape Initiative design standards not to exceed $305,100. Should the City's T/PW Department determine these improvements can occur in the future without damaging any near term enhanced streetscape improvements along Berry Street fronting the property, then the City would participate in an Enhanced CFA at a future date for the incremental cost of upgrading the public streetscape and pedestrian areas under certain conditions. Additionally, the Developer is also requesting the City waive up to $347,600 in temporary encroachment fees for the project that will be requested at a future date. This project is consistent with the City's goals to encouragel redevelopment of the Central City, the Berry Street Initiative Strategic Plan and the Comprehensive Plan. The project qualifies for tax abatement under the City's Neighborhood Empowerment Zone Incentive Policy for qualified mixed-use projects in the Central City. This Tax Abatement Agreement is authorized by Chapter 312 of the Texas Tax Code. The proposed Project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will require no direct expenditure from the currently held City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Dale Fisseler (Acting) (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Christine Maguire (8187) LoornamP• 17P14C)F.N1XTA D­ Z MCI