HomeMy WebLinkAboutContract 28492; .�
STATE OF TEXA� §
COUI�ITY OF TARRANT ' §
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TAX ABATEMENT AGREEMEI�TT
This TAX ABATEMEI�IT AGREEMEI�IT (f6Agreement") is enter�d into by and
between the CTTY OF FORT WORTH, T�XAS (the "City"), a home rule municipal
corporation organized under the iaws of the State af Texas and acting by and tluaugh Reid Rector,
its duly authorized Assistant City Manager, and TLC GREEl�I PROPERTY ASSOCIATES I,
L.P. ("Owner"), a Texas limited partnership acting �y and through Barry P. Marcus, the duly
authorized Senior Vice President of Greenfield TLC GP, LLC, a Delaware lirr�ited Iiability
company and Owner's general partner.
The City Council of the City oi Fort Warth ("City Couneil") hereby finds and �he 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 Agreeinent:
A. Qn February 26, 2002, the City Council adopted Resolution No. 2811, stating that
the City elects to be eligible to participate in tax abatement and including guidelines and criteria
goverrung tax abatement agreemcnts entered into between the City and various third parties,
entitled `"Ta� Abatement Policy Statement for Qualifying Development Projects" (ihe "Paliey
Statement"), which is attached hereto as Exh'rbit "A" and hereby made a part of this Agreement
far all purposes.
B. The Policy Statement contains appropriaie guidelines and crit�ria governing t�
abatement agreements to be entered into by tha City as contemplated by Chapter 312 af the Texas
Tax Code, a� arnended (the `�Code"}.
C. On Fehruary lI, 20�3, the City Council adopted Ordinance No. 15436 (the
"Ordinance"} establishing Tax Abatement Rain�cstment Zone No. 42, City of Fort 'WVorth, Texas
{the "Zone"). The Zone is an ovarlay within an existing ta.x increment r�invastment zone, Tax
In�remant Reinvestment Zane Numbe�r Three, City of Fort Wort�, Texas (the "Dawntown TIF").
D. Affiliates af Owner have entered into a eontract to purchase certain real property,
and ihe real property improvements thereon, all of which is locat�d entirely within the Zone and is
more particularly described in E�chibit "B", attached hereto and hereby made a part of ilus
Agreement for alI purpases {the "Land"},
E. Owner ar its lawful assigns plan to undertalce th� Required Tmprovements, as
deiined in Section 1.1 af this Agreement, in order to redevelop improvernents an the Land as a
high-rise residential apar�ment and/or condominium tower with street level retail and an adjacent
vehicular parking garage (the "Prolect").
Page 1
Tax Abatement Agreement between
City of Fort Worth and TLC Green I'roperty Associates I, L.P.
(� .
� 11 �� ����� IA� � f
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F. On 7anuary 29, �.003 Owner submitted an application far tax abatement to the City
concerning the contemplated use of the Land {the "Applicafion"), attached hereto as Ex�ibit "C"
and hereby made a part of this Agreement for a11 purposes.
G. The contemplated use of the Land, the Required Tmprovements, as defined in
Sec�ion 1.I, and the terms of this Agreement are cansisient with encouraging development of the
Zone and generating economic development and increased employment opportunities in the City,
in accordance with the pu�poses far creation of the Zone, and are in compliance with the Policy
Statement, the Ordinance and other applicable laws, ardinances, rules and reguiations.
H. The terms of �his Agreement, and the Land and Required Improvements, satisfy the
eligibility crit�ria of the Policy Statement.
I. Written notice that the City intends to enter into ihis Agreemen#, along with a copy
of tkus Agreement, has be�n furnished in the manner prescribed by the Code to the presiding
officers ofthe governing badies of each ofthe taxing units in which th� Land is located.
NOW, THEREFORE, the City and Owner, for and in consideration of the tertr�s and
conditions set forth l�erein, do hereby contract, cavenant and agrc�e as follows:
1. OWNER'S COVENANTS.
1.1. Real Property Improvernents.
Owner shall redevelap, or cause ta be redeveloped, improvements currently located
on the Land as a high-rise combination retail and residen�ial apartment andlor
condorninium tower (thc "Tower"} {i) with at least 200 residential units occupying at least
300,000 square feet of space; (ii) with at least 2Q,000 squar� feet of space for street level
retail business; and {iii) having a m�nimurn Construc�ion Cost upon completion af
$5Q,000,000 (collectively, the "Required Improvernents"). For purposes of tY�is
Agreemeni, "Constrnetion Costs" shall mear� �ite development co5ts, actual canstruction
casts, including contractor f�es, ihe costs of supplies and materials, �il@ C05i5 0� i�11�11�
finishTouts, engineering fees, architectural t"ees, legal fees and other professional,
development and permitting fees expended directly in connection wi�h th� Project. The
City recognizes that Owner will request bids from various contractars in order to obtain the
lowest reasonable price far the cost of the Project. In the event that bids for the Project are
below $50,000,000 far wark substantially the sarne as that providad in Exhibit "C" and
otherwise described in tlus Agreement, the City will meet with Owner to negotiate in goad
�aith an amendment to this Agreement so ti�at Owner is not in default for its �ailure to
expend at least $50,000,000 on the Project, with the understanding that the City's staff will
recommend, but cannot guaran#ee, approval of suah amendment by the City Council.
Fage 2
Ta�c Ahatement Agreement between
City of Fort Worth and T�.0 Green Praperty Associates 1, L.P.
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L�. Completion Date af Reauired Imnrovements.
Owner intends to undertake work on the Required Improvements in accordance
with the timeline set farth in Exhibit "C°'. Owner covenants and agrees that construction of
all Requir�d Tmprovements shall be subs#antially completed by June 30, 2005 unless
delayad b�cause of Farce Majeure, in which case the June 30, 2005 date shall be extended
by the numher oi days comprising the specific Force Majeure. �or purposes of this
Agreement, "Force 1Vlajeure" shall mean an event beyond Owner's reasonable control,
including, without limitation, acts of God, fires, strikes, national disasters, wars, r�ots,
rnaterial ar labor r�strictians, delays caus�d by unforeseen structural issues, weather delays,
unreasonable delays by the City in issuing any permits or c�rtificates af occupancy ar
conducting any inspections of or vt+ith respect to the Required Irnprovements ar inspecting
any of ihe Required Tmprovements, or delays caused by unforeseen eonstruc�ion or site
issues, but shall nat include construction delays caused due to purely financial matters
rnvolving Owner, such as, without limitation, delays in the obtaining of adequate financing.
1.3. Use of Land.
Owner covenants that the Requireci Impravements shall be constructed and ihe
Land shall be used in accordance wiih the description of the Proj ect set forth in Exhibit
"C". In additian, Owner covenants that throughout the Term, the Requi�ed
Improvements shall be operated and maintained for use as residential apartments for rent
at market rates for the same or similar apartments, ar condominiums available for rent ar
sa1e, with approxirnately 24,40Q square feet of spac� dedicated to street 1evel retail
business and other commercial purposes and no mare than 40,000 square feet of space
dedicated for office use, and otherwise in a manner that is consis�ent with the general
purposes of encouraging development or redeveioprnent of the Zane.
2. ABATEME�T'T A1VIOiJNTS, TERMS AND CONDITIONS.
Provided that Owner has clos�d on its purchase af the Land, the City will grant to Owner a
real property tax abatement on the Land for a periad of one (1) year, as specifica.11y provided in this
Seciion 2 and subject to and in accordance with this Agreement {callec�ively, the "Abatement").
Owner understands and agrees that tangible personal property lacated on the Land will not be
subject to tax abatement under this Agreement. The actual arnount af the Abatement granted
under this Agreement shall be based upon the increase in va�ue of the Land far the �005 tax year
ov�r its value for ttie 2003 tax year (the "Tax Inerement"), which is ihe year in vwhich this
Agreement was entered into, and upon attainment by Owner of certain employrnent, contracting
and spend�ng benehmarl�s set farth in this �ection 2. Nohvithstanding anything that rnay be
interpreied to the contrary in t�iis Agreement, because the Land is located in the Dowr�town
TIF, this Agreement w�tl not be effective unless approved by the Board of Dir�ectars of ihe
Downtawn TIF and the governfng body of eaeh t�ing unit that deposits or has agreed to
deposit tax inerement into the fund of the Downtown TIF, as provide�i by 5ection 311.01�5 o,f
the Code.
Page 3
Tax Abatement Agreement between
City of Fort Warth and TLC Green Property Associates I, L.P.
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2.1. Amount of Abatement,
The Abatement granted hereunder may range up to a maximum of one hundred
peraent (100%) of the Tax Increment, and shall be calculated as %11ows:
2.1.1. Abatement Based on Comnletion of Reauired Imnrovements (60%�.
Qwner shall receive an Abatement of sixly percent (60%} of the Tax
Increment if Owner substantially complctes the Required Improvements set forth in
Section 1.1 by the complet�on dafe set �arth in Section 1.2. For purposes of this
Agreemeni, substantial compietion shall mean ihe issuanc� by the City of a final
certificate of occupancy for the residential units in the Tower and notice of
co�npliance with shell building standards with respect tv the retaal spac� in the
Tower. Determination of complia.�ce with th� requirements of this Seciian 2.1.1
shall be made on the earlier of June 3D, 2005, as may be extended by Force
Majeur�, or the date on which a final certificate of occupancy is issued for the
Required Improvements. Failure to substantially complete the Required
Improvements as set forth in Section 1.1 by the completion dat� set forth in Section
1.2 sha31 constitute �n Event of Default, as addressed in Section 4 af this
Agreement.
2.L2. Abatement Based on Cons�Y���on ExAenditares with Fart Worth
Campa�niesf�0%).
Ownar shall receive an Abatement of twenty percent (20%) of fhe Tax
Inerernent if, vvithout regard to the actual amount of dollars spent on the Required
Improvements, Owner spends at L�ast twenty-five percent (25%) af the total actual
Construction Costs with cantractors kl�at are Fort Vi�orth Compar�ies, as defined in
Exhibit "A", Determinatian of compliance with the spending requirements of this
Section 2,1.2 shall be based on spending during the period of time prior to and
including June 30, 20Q5, as may be extended by Force Majeure. Failure io meet
the goal set forth in this Secfiion 2.1,2 shall not canstitute an Event of Default but,
rather, shall serve to reduce the amount of Abatement available to Owner
hereunder by tvventy parcent (20%}.
2.1.3. Abatement Based on Construction Exnenditures. with Fort Worth
M/WSE Companies (�Q%).
Owner shall receive an Abatement of twenty percent {24%) af the Tax
Tncrement if, without regard to the actual amount of dallars spent on the Required
Improvements, Qwner spends at least twenfy perceni {2Q%) of the total
Constructian Costs with M/WBE c�rtified contractors whose principal business
office is locafied in the City {"For� Wortb MIWBE Companies"}. Dollars spent
with Fort Worth M/WBE Campanies shall also count toward Owner's spending
goal with respect to Fort Warth Companies, as set fortYi in Saction 2.1.2.
Page 4
Tax Abatement Agreement between
Ctty of ForE Worth and TLC Graen Property Associates I, L.P.
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Determination of compliance with the spending requirernents of this Section �.1.3
shall be based on spending during the period of tzme prior ta and including June
30, 20Q5, as may be extended by Force Majeure. Failure �o mee� the goal set
forth m�is Seetion 2.1.3 shall not constitute an Event of Default but, rather, shall
serve to reduce the amaunt of Abatement available to Owner hereunder hy twenty
percent {20%).
2.2. Addi#ianal Goals.
2.�.1. Central Citv Emuloyment Goals.
Durin� caiendar year 2005, if Owner provides any Fu11-time Equivalent
Jobs on the Land, at Ieast twenty-�ive percent (25%) of those pasitions will be
held by residen�s of the Central City. For purposes af this Agreemen�, "Central
City" shall be defined as those areas depicted in the map of Exhibit "D",
attached hereto and hereby made a part of this Agreement for all purposes, as
either the central city or a CDBG area, and "Fnll-time Equivalent 3ob" shall
mean a job provided directly by Owner on the Land that is fiiled far a period of
not less than forty (40} haurs p�r week or another xneasurement used to de�ine
full-time equivalent employment by Owner in accordance with its then-current
corporatc-wide personnel policies and regulations. Failure to meet the goal set
forih in this Section 2.2,1 sha11 not canstitute an Event of Defauit but, rather, shall
serve ta reduce ihe amount of Abatement available to Owner as provided by and
in accordance with Section 2.3.1.
2.2.2. Suonlv and Service Snend�ng GoaIs with Fart Worth
Comuanies.
During calendar year 2005, if Owner enters into any contracts far �upplies
and services to be provided directly in connectian with Owner's operation of the
Required Improvernents, Owner will spend a� least $SO,OOQ under such contracts
with Fort Worth Companies, as defined in Exhibit "A". Failure to m�et the goal
set forth in this 8ection �.2.2 shall not constitute an Event of Default but, rather,
shall serve to reduce the amouni of Abatement available to Owner as provided by
and in accordance with Section 2.3.2.
�.�.3. Suppiv and Service Spendimg Gostis with Fort Worth M/WBE
ComAanies.
During calendar year 2005, if Owner enters into any contracts for supplies
and services to be provided directly in connection with Dwner's operation of tha
Required Irnprovements, Owner wi11 spend at least $20,OOfl under such contracts
with Fort Worth M/VVBE Companies. Failure to ms�i the goal set forth in this
Section 2.2.3 shall not constitute an Event af Default but, rather, shall serve to
reduce the amaunt flf Abatement availa�le to Owner as pravided by and in
accordance with Section 2.3.3.
Page S
Tax Abatement Agreement between
City of Fort 1Worth and TLC Green Property Associates I, L.P.
�.3. Reduction of Abatement.
Notwithstanding Section 2.1, the amount of Abatement available to Owner
pursuant to the calculation s�t forth in �ection 2.1 shall be reduced if Owner fails to meet
the goals sei forth in Sectians 2.2.1, 2.2.2 and 2.2.3, as follows:
�.3.1. Failure ta Meet Central Citv Emplovment Goals Under Section 2.2.1.
If during calendar year 2Q45 Qwnar provided any Full-iime Equivalent
robs on the Land, but less than twenty-five p�rcent (25°/a} of such Fu11-time
Equivalant Jobs were held by residents of the Central City, as provided by and in
accordance with Section 2.2.1 of this Agreement, th�en the amaunt of Abatement
available to Owner pursuant to Section 2.1 shall be reduced by an amount equal to
ten percent (i0%) of the Tax Incremen#.
�.3.�. Failure to Meet Su�nlv and Spending Goals with Fort Worth
Comn�nies Under Sectian 2.2.2.
If during calendar year 2005 Owner was under any contract for supplies
and services to be provic�ed directly in connection with Owner's operation af the
Required Imprfl�ements, and Owner did not spend at least $SO,Q00 under any
such cflntract witi� Fort Worth Companies, as provided by and in accordance with
Section 2.2.2 of this Agreement, �ien the amount of Abatement available to
Owner pursuant to Section 2.1 shall �e reduced by an amount equal �o five
percent (S%) of fihe Tax Increment.
2.3.3. Failure to Meet Suurrlv and Snendin� Goals with For� Worth MIWBE
C_ o��anies Under Section �.�.3. _ • • •� �u�
If during calendar year 2005 Qwner was under any contract for supplies
and services to be provided directly i� connection with Owner's operation af the
Required Improvements, and Owner did nat spend at l�ast $20,000 under any
such contract with Fart Worth MIWBE Companies, as provided by and in
accordance with Section 2.2.3 of this Agreement, then the amount of Abatement
available to Owner pursuant to Section 2.1 shall be reduced by an �mount equal to
five percent (5%) of the Tax Increment.
2.4. Protests Over Aauraisals ar Assessments.
Owner shall have the right to protest and can�est any or all appraisals or
assessments of the Land and/or improvements thereon.
Page 6
Tax Abatement Agreement between
City af Fort Worth anci TLC Green Property Assaciates I, L.P.
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�.�. Term.
As rnore specifcally set forth in Section 3.4, the City will audit O�vner's
compliance with the terms and conditions of this Agreement during caiendar year 2005.
Taxes will be abated under this Agreement far the 2005 t� year only. Unless t��rninated
earlier as provided herein, this Agreement shalI commence upon execution by l�oth the City
and Qwner and shall expire on the date as of which the City has, in accordance with
Secfion 3.4, made a final determination of the amount of the Abatement and such
Abatement has been applied to Owner's tax bill far the 20Q5 tax year {the "Term"),
2.6. Abatement Application Fee.
Tbe City acknowledges receipt from an affiliate of Owner of the required
Application fee of one percent (1 %) of Proj ect's astimated cost, not to exceed $15,000. If
Qwner diligently hegins ar causes to begin the undertaking af the Required Impravementis
wit�n one (1) year frorr� the date of the Application (whether or nat Owner actually
receives any Abatement), this Application fae shall be creditable in full ta the benefit of
Owner against any permit, impact, inspection or other lawful fee required by the City in
connection with the Project, and any remaining amounts sha11 be refunded to Owner.
3. RECORD�. AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Land.
Throughaut the Terin of this Agreement, at any time during norma3 ofFice hours
and following reasonable notice to Owner, the City shall have and Owner sha11 provide
access to the Land and any improvements ihereon in order for the City to inspect the Land
and evaluate ihe Required Improvements to ensure compliance with the terms and
conditions af tl�is Agreemeni. Owner shall cooperate iully vvith the City during any such
inspection and/or evaluation.
3.�. Audits.
The City shall have the right tv audit the �'inancial and business records of Owner
that relaie to the Project and Abatement terms and conditions (collectively, the
"Reeords"} at any time during the Term of this Agreernent in order ta determine
compliance with this Agreement and io calculate the correct percentage of Abatement
available to Owner. Owner shall make a11 Records available to the City on the Land or at
a�ot�er location in the City following reasonable adv'ance natice by the City and shall
otherwise cooperate fully with the City during any audit.
Page 7
Tax Abatement Agraement between
City of Fort Worth and TLC Green Property Associates l, L.P.
3.3. Pro�s'ron af Information.
Owner shall provide informat�an and documentation for calendar year 2005 that
addresses Owner's compliance with each of the terms and conditions of this Agre�ment as
%llows:
3.3.1. On or befbre August 31, 2005, Owner will provide the City with a report
that sets forth the total nurnber of Central City residents holding new Full-time
Equivalent Jobs as of August 1, 2005, if any, together with reasonable
dacumentation regarding the residency o�'such en�ployees; and
3.3.2. On or befare June 30, 2005, Owner will provide the City with a report that
sets forth the number and dollar amounts of all constructian contracts and
subcontracts awarded on the Project, specifying the number and dollar amounts
spent with con�ractors that are Fort Wnrth Companies, as defined in Exhibit "A",
and with contractars thai are Fort Worth M/WBE Companies, as defined in Section
2.1,3; and
3.3.3. On or before January 15, 2006, Owner will provide the City with a report
that sets farth the grass dollars and supporting details showing the amounts spent by
Owner on loeal discret�onary supply and service contraets, specifying the n�tmber
and dollar amounts spent with vendors that are Fort Worth Campanies, as defined
in Exhibit "A", and with vendor� that are Fort Worth M/WBE Campanies, as
defined in Seetion 2.1.3.
Owner shall supply any additional infarmation requested by th� City that is
pertinent ta ihe City's evaluation af Owner's compliance with each of the terms and
conditians of this Agreement. Failure ta provide all information t�equired by the
deadlines set farih abave shall not cor�stitute an Event af Defacult, but Owner
utaderstands und agrees thut Owne� widl not be entitled ta any Ahatement hereunder
until all such information has Leen pravided io the City. Ail of the foregaing shall be
subj ect to applicable federal and state privacy laws and regulations.
3.4. Determination oi Comuli�nce.
Wi�hin thirty (30) calendar days follawing provision of the information required by
Sections 3.3.1 and 3.3.2, and within five (5} calendar days following provision of the
information required by �ectian 3.3.3, based on the City's audit of the Re�ords and any
inspec#ions of the Land and/ar the Required Improvements, the City shall notify Owner in
writing of the actual percentage of Abatament with respect to the r�quire�rr�ents set forth in
Sectian 2.1.1 and the goals set forth in Sect�ons 2.i.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 to which
Owner is eligible to receive under this Agreement. rf Owner reasonably disagrees with the
City's decision and ruling, Owner shall notify tha City in writing witlun fourteen (14)
calendar days of receipt. In fihis event, O�rner, at 4wner's sole cost and expense, may
r�quest an independent third party who is reasonably acceptable to the City to verify the
Page s
Tax Abatement Agreement between
City of Fort Worth and TLC Green Property Associates l, L,P.
findings of the City within noi more than thirty (30) calendar days fallowing receipt of
Owner's notice to the City, and if any discrepancies are found, the City, Owner ar�d ihe
independent thi.rd party shall cooperate with one anather to resolve the discxepancy. If
resolution cannot be achieved, fhe matter may be taken to the Ci�y Council for
consideration in an open public meeting at which both City sxaff and Owner's
represen#atives will be given an opportunity to comment. The ruling and determinaiion by
the City Council sha11 he fina1.
4. EVENTS OF DEFAULT.
4,1. Defined.
Owner sha11 be in default of this Agreement if (i) any of the covenants set forth in
Section 1 of ihis Agre�ment ara nat met; ar (ii) at any �ime prior to the expiration af the
Term, ad valarem real praperty taxes �vith respcct to the Land or the Project, or ad valorem
taxes with respect to Owner's tangible personal prop�rty locai�d on the Land, become
delinquent and Owner does not timely and properly follow the legal pracedures for protest
and/or contest of any such ad valor�m real property or tangible personal property taxas; or
(iii) subject to Sectians 2.1.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 af ihis Agreement, Owner
breachas any of the other terms or cQnditians af this Agreement {collectively, each an
"Event af Default"}.
4.2. Notice tn Cure.
If'the City detern�ines that an Evani of Default has occurred due to Owner's failure
to construcf the Required Improvements set forth in Sectio� 1.1 by the completion date set
forth in Section 1.2, subject to any remedies available ta Owner und�r S�ction 3.4, the City
will have the right ta terrninate this Agreament upon written natice ta Owner without any
vpportunity to cure. If the City deterntines t�at an Ev�nt of Default has occ�.u�'ed on a�y
other basis, the Ciiy sha11 provide a written notice to Owner that describes the nature of the
Event of Defauli. Owncr shall have ninety (90) calendar days frorn the date of receipt of
this written notice to fully cure or have cured the Event of Default� If Owner reasonably
believes that Owner will require ac�ditional time to cure the Event of Default, Owner shall
proxnptly notify the City in writing, in which case (i) a$er advising the City Council in an
open meeting o£ Owner's efforts and intent to cure, Owner shall h�ve one hundr�d eighty
(18Q) calendar days fram the original date af receipt of the written notice, or (i1) if QWncr
reasonably believes that Owner will requixe more than one hundred eighty (18Q) 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 oifered by the City
Coun�il in its sole discretion.
4.3. Tert��,lina�on far Event of Default and Pavment of Lipuidated.Dama�es,
If an Even� of Default has not b�en cured within the time frame specifically allowed
under 5ection 4.2, the City shall have Yhe right to tertninate this Agreement immediately.
Paga 9
Tax Abatement Agreement between
City of Fort Worth and TLC Green Property Associates I, L.P.
�
Owner aclrnowledges and agrees that an uncured E�ent 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) at�aerwise hann the City, and 4wner agrees that #he
amounts of actual damages therefrom are specula�ive in nature and will be difficult or
impossible to ascertain, Th�refore, upon termination of this Agreement for any Event af
Default, Or�rner shall pay the City, as liquidated damages, alI taxes that were abated in
accordance with tius Agreement for the year in which t�e Event of Default existed and
which otherwise would have been paid to the City in the ahsence of this Agreement. The
City and Owner agree that this amaunt 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 arnount may he recavered by the City through adjusttnents made ta Owner's ad
valorem property tax appraisal by the appraisal distr�ct that has jurisdiction a�er the Land.
Otberwise, this amount shall be due, owing and paid to the City within sixty (60) days
following the effective date of teiz�ninatian af this Agreement. In the event that all or any
portion of this arnount is not paid to ihe City within sixty (60) days following the effective
date of termination of this Agreemant, Owner shall also be liable for alI penalties and
interest on any outstanding amaunt at the staiutory rat� Foz delinquent taxes, as determined
by the Code at �he time of the payment of such penalties and interest (currently, Section
33.01 of the Code).
4.4. Ter��j�n at Will.
If the C�ty and Owner mutually determine that the development or use of the Land
or the anticipated Requireci Improvements are na longer appropriate or feasible, or that a
higher or better use is preferable, the City and Owner may tern�iu�ate this Agreemcnt in a
written format that is signed by both parties. Tn this event, (i) if the Term has cammenced,
the Term sha11 expire as of the effec�i�ve date o�'the termination of this Agreement; (ii) there
shall be no recapture o�' any ta�ces previously abated; and {iiz) neither party sha11 have any
further rights ar obligations hereunder.
5. EFFECT OF SALE OF LAIiTD A1�D/OR REQUIRED TMPROVEMENTS.
This Agreement shall be binding on and inure to the bene�t of the parties, their respective
successors and assigns. Provided that TLC is noi in default at the time, TLC may assign aI1 or
part of ifis rights and obligations hereunder without the approval or consent of the City,
6. NOTICES.
All written natices called for or required by this Agre�ment shall be addressed to the
following, or such other party or address as either party designates in writing, by certified m�il,
postage prepaid, or by hand delivery:
pa�� i a
Tax Abatement Agreement between
City of Fort Worth and TLC Green Property Associates I, I..P.
,
Clty:
City of Fort Worth
Attn: City Manager
1000 Throelrn3orton
Fort Worth, TX 76102
with capies to:
th� City Attarney and
Economic/Communily Development
Director at the same address
'�. MI5CELLANEOUS.
7.1. Bonds.
Owner:
TLC Green Property Associates I, L.P.
Attii: Tony Landn�m
512 Main St., Su.ite 1500
Fort Worth, TX 76102
w�th copies to:
De� S. Finley, Jr.
Harris, Finley & Bogle, P.C.
777 Main St., Suite 3600
Fart Worth, TX 76102
and
Barry P. Marcus
Greenfield Par{ners, LLC
50 North Water Streat
South Norwalk, CT 06854
The Required Itnprovements will no� he financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
'�.�. Conf�icts of Interest.
Neither the Land nor any of the Required Improvements covered by this Agreement
are owned or leased by any mernber of the City Cauncil, any member of the City Plan or
Zoning Cammission or any member of the governing body of any taxing units in the Zone.
'�.3. Conflic�s Betw�en Documents.
In th� event of any eonflict between the body of this Agreement and Exhibit "C",
the body of this Agreement sha11 control.
7.4. Future Applicarion.
A portion �r all of the Land ancVor Required T�nprovements may be eligible for
complete or partial exemption from ad valorem iax�s as a result of existing law or future
Page 11
Tax Abatement Agreement between
City of Fort Worth and TLC Green Property Associates I, I..A.
�
legislation. This Agreement shall not be construed as evidence that such exemptions do not
apply to the Land and/or Required Improvements.
7.5. Crtv Council Autharizatian.
This Agreement was authorized by the City Cauncil throu�h a�proval Mayor and
Council Comrnunication No. 19479 on February 18, 20a3, which, among other. things,
authorized the City Manager to execute this Agreement on behalf of the City.
7.6. Estonuel Certificate.
Any party hereta may requ�si an estoppel certific�te from another party hereto so
long as the certificate is requested in connection with a bona fide business purpase. Th�
certiftcate, which if requesied will be addressed ta the Owner, shall include, but not
n�cessarily be limited to, statements that this Agreement is in full force and effect without
default (or i£ an Event of Default c�xists, the nature of the Event of Default and curative
action taken and/or necessary to effect a cure), the remaining term of this Agreement, the
levels and remaining term of the Abatement in effect, and such other matters reasanably
requ�sted by the party ar parties ta receive the certificates.
'�.'�. Owner Standi�►�.
Owner shall be deemed a proper and necessary party in any litigation questioning or
challenging the validity of this Agreem�nt or any of the tuiderlying laws, ordinanc�s,
resolutions or City Council actions authorizing this Agreament, ar�d Owner shall be en�itled
to interven� in any such litigation.
i.$. Venae and Jurisdiction.
This Agreement sha11 b� construed in accordance with the laws of the State of
Texas and applicable ardinances, rules, regulations ar policies of the City. Venue for any
action under this Agreernent shall lie in �te State District Court of Tarrant County, Texas.
This Agreement is perfortnable in Tarrant Coun#y, Texas.
'1.9. Recordation.
A certified copy of this Agreement in recardable forrn sha�1 be recorded in the Deed
Records of Tarrant County, Texas,
7.10. Severability.
If any pravision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforeeability of the remaining provisions shall not in any way
he affectad or impaired.
Page 12
Tax Abatement Agteement between
City of Fort Warth and TLC Green Property Associates 1, L.P.
.
q.11. Headin�s 1�1ot Controlling.
Headings and titles used in this Agreement are far reference purpases only and
sl�a1l not be deemed a pa.rt of this Agre�ment.
'�.12. Entiretv of AQree�ent.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire und�rstanding and agreement
betvveen the City and Owner, their assigns and successors in interest, as to the matters
contained herein. Any prior or conte�nporaneous oral or written agreement is hareby
declared null and void to th.e extent in canflict with any provision of this Agreement.
This Agreement shall not be amended unless executed in writing by bot�i parties and
appraved by the City Council. This Agreernent may be execut�d in multiple
caunterparts, �ach of whiclz shall be considered an original, but a11 of which shall
constitute one inst�rument.
7.13. Amendment.
This Agreement may be amended only by th� written agreement of the City and
Owner.
Il�i WITNESS WHEREOF, the undersign�d have caused this Agreement ta be executed
as of the later date below:
CITY OF FORT WORTH:
By:.�,,_, r'�' _` � :.� :
Reid R�ctor f
Assisiant City Manager
APPROVED AS TO FORM AND LEGALITY:
By: ��� �..�-
Peter Vaky
Assistant Cit� Attorney
Date: � �
ATTEST:
By: ..,., _ �_ _ . .i �
� _ City ecretary
Page 13
Tax Abatement Agree�nent between
City of Fort Worth and TLC Green Property Assoeiates l, L.P.
M&C: �_'`-(y�� �.—id—l.S
I ��
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"' �, ��l�n ����/,��a
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TLC GREEI�I PROPERTY AS�OCIATES I, L.P.:
By: Greenfield TLC GP, LLC, a Delaware limited
liability company and Owner's �eneral partner:
' r � � } ��.
By: "' � � � ` ` -
Barry P. Marcus
Senior Vice President
ATTEST;
B '_ ,
y: .
+.�--�
Page 14
Tax Abatement Agreement between
City of Fnrt Worth and TI.0 Green Praperty Associates I, L.P.
STATE OF TEXAS �
COUNTY OF TARRAliTT §
BEFORE ME, the undersigned authority, on this day personally appeared Reid Rectar,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized
under the l�.ws o�' the State of Texas, known to me ta be ihe person and officer whose name is
subscribed ta th� faregaing instnunent, and acknowledged to rne that the same was the act of the
CIT�' OF FORT WORTH, that he was duly authorized to pe�-fann the sarne by appropriate
resolution of the City Council of the City of Fort Worth and that he executed the same as the act af
the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the
capacity therein stated.
GNEN UNDER MY HAND AND SEAL OF 4FFICE this �� day of
�iv�.d,n.�.�J , 2003.
Notary Public in and for
tha State of Texas
���./I.r'� 13�1��11��
Notary's Printed Name
r o� �P�� ROS�LLA BARNES
t.�: ���� NOiARY PUBLiG
t �� �� State of 7exas
�.�� �c�'..�Comm. �xp. Q3-31-2Q05
-�, . „ „-. ,� „ ,
STATE O��n�e��,,� §
COUI�TY OF � � §
BEFORE ME, the undersigned authority, on this day p�rsonally appeared Barry P.
Marcus, Senior Vice President of Greenfield TLC GP, LLC., the general partner af TLC GREEN
PROPERTY ASSOCIATES I, L,P., known to rna to be �he person whose name is subscribcd to
the faregoing instrument, and aclalowledged to me that h� �xecuted the same for the purposes arid
consideration therein axpressed, in the capacity therein stated and as th� act and deed of TLC
GREEN PROPERTY ASS�CIATE5 I, L.P.
� �NEN UNDER MY HAND AND SEAL OF OFFICE f.his ��` da.y
a�' ►�I G� �C� , 2003.
�— •
/� � �� ��u�!-Gr�i
�N Pub�s,,in and f� �
the State o�.�i�P� f
�f�IR� �a��fiil�{�
Notary's Printed Name ��'��° �����
��ir�i�l� �, �'
Mly Ce�rr�is�ior� �xpi�� ��0-�Q�`T
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� EXHIB�T "A"
,
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i��C A�A �°�M�11d i 1'�LI �Y
�ffecGue March 1, 2002 fhrough February Z8, 2004
1. f��IV�RAL �IJRPOS� �►I�� ��J�CYIV�S
Gertain types of inves�nent result in the creation of new jobs, new income and provic�e for positive
ecanamic gxowth and Centrai City econaz�ia stabilization r�vhich is beneficial to the Gzty as a wha�e. The
City of Fort Worth is com�n.itted to ihe pxomotion of high quality develapment in all p�rts of the City and
i.�mprovement in the �quality of life for zts citizens. �
The City a.f Foz�t Worth will, on a case-by-case basis, give considera-tion to the g,ranting o�' property tax y�
incentives to eligible residential, caznmercial, and industrial developznent proj ects. It is the policy of the �
City of Fnrt Worth that cons�deration of eligible projects will be .provided iza accordance with the
guidelines and criteria outlined zz� this docume�t, Texas law authorizes the City of Fort Worth ta grant tax �
abatement on t�ae value addad to a particulaz property by a specific deveIopment project which meets the
economic goals and objcctives of the City, and the rec�uirements o�t,�ie statute (Vez�non's Tax Coc�e Ann.
Sectio�. 312.041, et. seq.�. �
As mandated �y state law, this poiicy applies to the awners of real property. It xs not the policy of
the City of Fort Warth to grant property tax abater�ent to any deve).opment project for which a
building permi# has beeu p�-eviausly issued l�y the City's Departmezxt of Development. No#hing in
the policy shall be construed as an ob�igatiou �xy the City vf Fort VVorth to approve any tax
abatement ap�lication.
Although all applications which meet the e�igibility critexia (Section TT�.) o£this policy sta�eznent will be
rev�ewed, it is the objective o�tl�e City of Fort Warth to encourage applications from pxojects that:
(a) are located in erzterprise zones oz other designated target areas; or
(b) result in a development with little or. no addational cost to the City; or .
(c) resuit in 1.,000 or more new jobs, with a commitmcnt to hire Fart Worth.and Centra! City
residents. .
I1. D��l�iTlO�iS
"Abatement" means the fiill or partial exemptio�a frorn ad valorem taxes on eiigible prop�rties £or a period
of up to ten y�ars and an amount of up to X �0°/a of #he increasa in appraised value (as reflected on #he
certified fax roil o� the appropriate county appxaisal district) resulting from imgravemenfis begun after the
execution of the tax abatement agreement. Eligxble properties must be lacated in a reinvestment zQne.
"Reinv�stment Zone" is an area designa.ted as such by the City of Fort Wor�. or State of Texas in
acct�rdance with the Texas Pxoperty .Redevelopmenfi and T�t Abatem�nt Act, Sections 3I2AOl through
312.209 of the Tax Cade. .
Page 1 of 7
�
"Residential I?evelopmen� praject" is a development praject vvhich propases ta construct or renovate
multi-family zesidentiat living unz#s on property that is (ar meets the requirements to be) zoned multi-
family as defazzed by the City ofFart Worth Zoning Ordinance.
"Fort Worth Company" is a business which has a principal office located withiza #he city �imits of Fnrt
Worth.
"Minority or Wozrxan-owned Business Enterprise (MWSE}" is a minority pr woman-owraed business that
has received certiiication as either a Minarity Business Entez�przse (M$E) or Woman-owned Busi.riess
Enterprise (WBE) by either the hTorth Central Tex�.s R�gional Certificatzon Agency (NCTRCA) or th�
Texas Department af Transportation (TxDOT}, Highway Division.
"Capital Investrnent" in.cludes only real property.impzovements such as new faei�ities and str�.ctures, site
irnprovements, facilzty expansion, az�d facility madeznization.' Capital investment does NOT include �ar�d
acq�isitian costs and/ar any existing improvements, or personal property (such as machinery, ec�uipment,
andloz supplies and inventary)_ .
"Facility Expansion" is a new permanent real pro�erty zzz�provement such as a building or bui�dings �.
constructed to grovide adclitional square footage to a.ccomznadate increased space raquirements of a Fort �
Worth company.
"Facility Modernization" is a z�ew permanent real pxoperky improvement under taken to provide increased
prnductivity far a neu+ or existing Fort Worth com�any.
"Supply and Sezviee Expens�s" are discretionary expenses incurred durizzg the normai maintenance az�d
operaiian ac�ivrties of a business.
"Central City" is the area i.zi Fort Wortl� tliat is within Int�rstate Loop S�0 consis�ing of all Coznmunity
Development Block Grant (CDBG) eligible census block groups, and all State-designated enterprise
zones, and all census block groups that are contiguous by 75� �ercent or inoze of their perinrzeter to CDBG-
eligible block groups or enterprise zanes. (see Map "A"}
ill. �.Ll�l�l�ITY C����Rl,�►
A. R�SIDEfi1T1/aL �f�4J�'Ci ELI�lgILlTY
A residential developmeni project is eligible for properry tax abat�ment if:
1. The project is lacated in any of the following census tracts: 1002.D2, 1014, 101 i,
1D15, IOI7, 10I8, I019 (partial), 1025, 1028 {partial}, �029, 1030, 1031, �433,
�I035, 1036.Q1, 1037.01, 1038, 1040, IQ41 �(partial) {see Map "B"); �,ND
2. � a. The project will construct ar renavate no less �han 50 residential living units of
whzch no less fihan 24% shall be affoxdable {as d�fined by #�ie U.S. Department
of Housing and Urban Devetopment) to persons with incames a# or below
$Q°/a �finedian fam'rly income; OR � �
b. The project has a minimum capital investment of $5 million (excluding
. acquisition costs for land and azxy existing improver�.enis}.
Page 2 of 7
' �_ + �
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B. CQM1�11ERCIAUINQUSTRIAL ELIGIBlL1TY
l.. Nevy Prajects
�n order to be eligible for property ta� abatement, a new cammercial/industrial
development project must satisfy on� a�'the followin,.g tluee cri#eria:
a. L1pon completion will have a rninimum cap�.tal iz�.vestme�t of $1 Q million
and carnmits to hire an agreed upon percentage af residents frozn the Central
City and any C]�BG-eligible census tract outszde the Central City {as
identified on Map "A") for full time ernployrnent.; OR
b. Is located in t�e Centrai City (as identified on Map "A") or praperty
irn.mediately adjacent ta the major thoraughfares which serve as boundaries
to any of the Central City and any CDBG-eligible census �ract autsid� the
Central City and cornmits to hire an agreed upon percentage of reside�ts
from the Central City and any CDBG-eligible census tract outside the �
CentraI Ciiy {as zdentified on Map "A") �oz full time emp�oyment; OR �
e. Is located outside of the Central City, has a minimum capital inves-tznent of
less than $IO million, and cam.mi.ts to hire an agreed upon perce�tage of
residents from-the Central City and any CDBG-eligible census tract Qutside
ihe Central City (as identified on Map "A") for fu�l tirrie employment.
2. Ex�sting Business Expansion and/or Moder�ization
In ord�r to be eligible for properiy ta� abatemen#, a facility expansion anci/or
madernization-by an existing comxn,exciallindusirial buszness must:
a. Upon comple�ion have a minimum caprtal investment of $10 million; OR
b. Result in increased erzzpioyment for which the business cornmits to hix� and
retain an agreed upon percentage of residents fr�m th� Central City and any
CDBG-eligible census tract autside the Central City (as identified on Map
"A") for new, full time positions; AND
c. Have a minimurn capital investzrxent of {I) $SOO,oaa, OR (2) an ainount
equaZ to or greater than 2S% af the. appraised value, as certified by the
appropriate appraisal dist�ict, of real property improvements on the property
for the year in which the abatement as requesfied. .
c. �Ra�F r�s�s
I.. Buildin� Permits
No tax abatement will �e granted to any development project which has applied for
or received a builciing permit frozx� the City's Department aiDe�elopment. �
2. Evidence of Need for Tax Abatem�nf
The applicant mz�st pravide evidenee to substantiate and justzfy the tax abatement
request including {but not limited to) an analysis demonstra�ing the tax abatement is
necessazy for the financial viabiliiy of �he praj�ct.
Page 3 of 7
IV. ��A`��ll��i�i �UID�LIiV�S
The tax abatem�en# agreement must �rovide �at the applicant:
(1) Hire Fort Warth residents for an agreed upan percenfage (at least 25%) af new fiill time jobs fo
be creaiec� and make a good faith e�'ort to hire 100% Fort Worth residents for all new jobs
created as a result of the abatemez�t,
(Z} Commit to hire an agreed upon percentage of Fort Warth xesidents from fhe Central City and
any CDBG-eligible census tract outside the Central Ciiy (as identified an Map "A") for a3.1 new
jobs created as a result vf fhe project. The ag�reed upon percentage shal� be determined by
negotiation. �
{3) Utilize Fart Worth companies for au agreed upon percentage of tk�e total costs for construction
and Supply� and Service Contracts, and.
(4) Utilize Minority and Woman-owned Business Enterprises (MWBEs} far an agreed upon
percentage of the tatal costs for construction and supply and service contracts in the mann�r
provided in the City o�Fort Worth'� Minority and Women Business Ent�rp�ise ordinance. 1_
� addii�an ta the abave, the abaternent must com.ply with the following guidelines:
A. State Iaw pralubits abatement of taxes levzed on inventory, supplies or the existing t�
base. City policy is not io abate taxes on personal property located wi#hin Fort Worth prioz
to the date of the tax abatement agxeexnent.
B. Unl�ss atherwzse specified in the agreenient, the amouzrt of #he taxes to be abated shall in
na event ��ceed the �amount of the capital investment (as speci�ied i� the application)
znultiplied by the City's tax rate in effect �or the year in which the calculation is made. �
C. In cextain cases, the City may consider a ta� abatement application from t�.e awz�ez of real
property who serves as a landlord oz lessor far a de�elopment project which meets the
eligibility criteria of this s�ction. ,
D. The City ma.y consider an application from the awner or lessee of real praperty requ.esting
abatement a� real and or personal .property awned or leased by a certificated air carxier on
the condition that the certificated air carrier make specific real �roperty imgrovements or
lease reaF praperty improvements for a ferm o� I O years ar more.
E. For an eligible develapment project to be considered for tax abatement, th� "Application
for Tax Abatement" form must be completed and submatted to the Economic and
Community Develnpment Department. �
F. An �.pplication fe� must accornpany tY�e app�.�cation. The fee is calculated at the lesser of'
(i) 1% of the praj ect capital investmez�t, ar (iz) $15,000. �
Tf constructian an the project is begun on the site specified in the application within a one
(1) year period £ram the application submittal date (with or without a tax abatement), this
fe� shall be credited to az�y permit, impact, . inspectian or any other IawfuI fee rec�uired �y
th� City of Fart Worth. If the project is nat constructed on the site specified in the
app�i'cation or ii canstruction takes place at the specif ed site m�re than ane (1 } year after
the applicatzon submittal date, t3�� application fee shall not be re�unded or othen�rise
credited.
Page 4 of 7
. -
G. . If zec�uested, the applicant must provide evidence that there are. na delinquent �roperty
taxes due on the pxoperry' on which the developme�.t project is ta occur.
H. The ta�c abatement agreement shaIl limit the uses of prop�rty consisient with the general
purpose ai encouraging d�v�loprnent or redevelopment of the zone during fhe period that
FxaF�rtY t�� ���temen#s az�e izz effect. �
I. Tax abatement may only. be grarited far projects lacated in a reinvestment or enter}�ri�e
zone. For eligible projects not currently located in such a zone, the Ci#y Co�nci� -may
choose to so designate the applicant's property in order to allow for a tax abatement. �
J. The owz�ers of ail proj ects r�ceiving tax aba��ment shall properly znaintain the property ta
assure the lang fez�rn econamic viability of the project. �
V. pF��C��UR�� Si�P�
Each request for property tax abat�ment shall be processcd according to the �a�lowing procedural
g�idelines. � _
A. Application Submission:
Provided that the praject meets �he cri�eria detailec� i.n Section IIT of this palicy, the
Applicant must �comple�e and submit a City of Fort Worth "Application For Tax
Abatezn�ent" �or�n (witi� required attackments) and pay the apprapriate application fee.
B. A��iication R�view and Evalaat�ioz�:
The Econ.onuc and Comrnunity Developrnent Departmenf will review the �.pplicatian �or
accuracy and coznpleteness. Once camplete, th� application will be eva�uated based on;
1. Types of new jobs created, including respective wage �rates, and employee benef�ts
packages such as health in.surance, day . care pravisions, retirement package{s),
transportation assistance, and any other.
2. Percent of new jobs comumitted to Fart Warth residents.
3. Perc�nt of new jobs committed to Fort Worth "Central City" residents.
4. Percent of cons#ruction cnn.tracts caznmitted to:
a. Fort Worth bas�d firms, and
b. Minority and Woman-owned Business Ente:tprises (MWBEs).
S. Percent of supply and service contract expenses comnzitted to:
a. Fort Worth hased f rrzzs, and
b. Minority and Woman-owned Business Enfe�rprises (MWBEs).
6. The project's izacrease in the value af tY�e tax base.
7. Costs to ihe City {such as infrasfr�etur� participation, ete.).
8. Other items which may be negotiated by the City and the applicant.
Based upon the outcome of the evaluation, the. Economic an� Cornmunity Developmen� .
Departmant may present #he app�ication to the Gity Council's Econoxnic Developmen�t
Com�ittee. �
Pagc 5 af 7
e
i
G Consideration by Counci� Committee
Shouid the Econamic and Commun.ity Development Departmeni pres�nt tkae applzcation to
the City Cauncil's Economic Development Committee, tha Cammittee wiil consider the
application at an apen meeting. The Committee may:
(1) Approve the agplication. Staff will then incorporate the application into a tax
aba#ement agreement which wilI be sent ta tiie City CounciZ with �e Cam�nittee's
recommendation �o apprave the agreement; ar
(2) Request ino�if'ieatians to the app�ication. Econonzic Developznent staff will c�iscuss
, the suggested modifica�ians wifh the applicant and then, if the requested
modificatians are made, resubmat the modifiec� application to the Committe� faz
consideration; or
(3) Deny the application. The applicaut may appeal the Committee's f�ding by 1
requesting the City Council: (a) disregatd the Committee's finding and (�) ins�ruct
city staff to incorporate tl�e applzcatinn intta a tax abaiement agreement for future
consideration by the City Council.
D. Consideration by the City Cauncil
The Ciiy Council retains sole autl�ority to approve or deny any tax abaternent agreement
and is under no abligation to approve any ta7c abatement ap�lication or �ax abatement
agreement. The City o�Fart Worth. is under no abligation to provide tax abatement in any
amount or value to-any applicanf. .
E. Effective Date for Approved Agreements
Al.l taa� abatements appraved by the City Council will become effective on Ja�uaiy I af 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 atherwise specif ed in tlie agreemen�, taxes levied during the
construction of th� proj�ct shall be due and payable. .
Vl. RF�CA�TUR�
If the terms of the tax abatement agreement are not met, the City� Council has the �zght to cancel or
amend f1�e abatement agreement. In the event of cancel�a�ian, th� recapt�re o£ abated �axes shall
be limited to the year{s) in which the default occurr�d ar continued.
Vll. IP�����iI�IV AN� �'lNA1VCIAL V�RI�IC�►i�ON
The terrns of the� agreement sha�l include the City of Fort Worth's right to: (2) review and verify
the applicant's financiai statements in each year during the iife of the agreement prior to grat�ting a
tax abatement in any given year, (2) conduct an an site inspection of th� project in each year
during the life af thc abat�m�nt to verify complianc� with the terms of tha tax abat�ment
agreem�nt, � �
Page 6 of 7
VIII. f�Vi�LUAiI�i�
Upon campletion of constrrxction ofthe facilzties, the City shall no less than annually evaluate each
project receivia�g abatement to insure compliance wi.th the terms of the agreement. Any incidez�ts
o�z�on-compliance will be reported to aI1 affected taxzng units. '
On or before February• 1't af every year duri�g thc life of the agreement, any individual ox
entity receiving a tax abatement fz-o� the City of Fort Worth shall pro�+�de informafion and
doeumentatio�n which de�ai�s th� property owner's comp�i�ance with the terms of the .
respective agreement and �hall certify that the awner is in compliance witb, e�ch applicable
#erm af the agxeement. Failure to report this information and t� provide #he� req�ired
certification by the above deadline shall result in any taxes abated in the prior year being
dne and payable: ,
rx, �����Y o� s�a��, �s�i������ or� ����� o� ��o��r�YY � t
No tax abatement rights may be sQId, assigned or leased unless otherwise �sp�cified in the tax
abatement agreement. Any saIe, asszgnznent or Iease of the property which is not perzxz�tted in the
tax abatement agreement zesults in canceliation of the agreetx�ent and recapture of any ta�es abated
aft�r the date on whzch an unspecified assignment occurred. �
Page 7 of 7
�'ox additional inforrnation about this Tax. Abatement Policy, cantact the City o� �'ort Warth's Ecanomic
Developxnent Office using the information b�Iow;
City af Fort Worth
Economic & Community Development Department
�400 Throckmorton Streef
Fort Worth, Texas 76IO2
(S�7) 871-6103
http :1I fortwo rthg ov , o rg/e c o d ev/
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Page 8 of 8
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EXHIBIT "B"
DESCRIPTI4N AND MAP OF LAND
Beginning at a point of the intersection of t1a.e north ROW line of 5th St. and the east ROW line
of Lamar St., thence
Northeasterly along the narth ROW line of Sth St. to a point where said line intersects with the
west ROW line of Throckmorton St., thence
Northwesterly along the west ROW lin,e of Tlarackmorton St, to a point where said �ine in�ersects
with the south ROW line of 4�h St., thence
Southwesterly along the south ROW line af 4th St, to a point where said line intexsects with the
west ROW line ofTaylor St., thence
Northwester�y alang the west ROW line of Taylor St, to the rnidpoint of Block 75, Fort Worth
Original Town Addirion, thence
Southwesierly to the midpoint of B1ock 76, Fort Warth Qriginal Town Addition, to a point where
said�line intersects with #he east RDW line of Lamar St., thence
Southeasterly along the east R�W line of Lamar �t, to a point where said line intersecis with the
north ROW line of St�i St., which is the paint of beginning.
/ �
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w.�t Row iine
� ThtacGtmortan St
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EXN�BIT "C"
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��� �� ��rt ���th
In��nt��� �. 1���.t�o�
��
�conomic & Community Development Department
1000 Thxockmorton Street
Fort Worth, T�xas 7b Z Q2
� 817-871-6103
� - ,
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GEIYE.RAL INF'ORtYlATIDN
1. AppIicant Xnformation:
Compar�y Narne 1 �$ I �' -�" � G C'� � �' r � r'! �'L 1� } .� �
Company Addr�ss S�1 �%Vl.�9-/� �_ __��v r� F_! S'�i0__
Ci�y, State, Zip Code � 1• �v R-� �, %�-_ 7%( b z—
Contact Person {inciude ti�le/positian): � � c� N'y ��-�!� ���-t
,
Telephone { �.1� ) ?.� 5 �— � � � �
Fax ( �'1? � ,33�t � Z�-1 �
Mobi�e Telephone ( � l 7 ) c�'7 �! — �� � �( �'
E-mail addresses: ` Ir�,a�'Y1�t�lJ�.�>x-C� Z�cJ . C��r�
ext.
ext.
Current zoning: � V�iIl �e property need to be rezoned? Yes� No ✓
Xf the properry needs rezoning, please specify the zaning yau will be see�Cing:
Will the praject requir� any srte or building variances (Y/l`�: �
If yes, what varianc�s will you seek?: 5� 4� �.��-� �3 �0 � C�'xr s'�`i �� j �'r'�� c�; ��4 �
c�o� rss�G� .�--s �°i���-��a •-ra c. Ty �vo ���n,Gss� .�� .��-r~C,e
- . � �, ;�n
2. Prajeci 5ite Information:
Address/ Location: � � � ��'�c� /�C1 �► �%'�
3. Incentive(s) Requeste�:
p�ReducedlWaived Development Fees �ReducedlWai�vec� Permit Fees
❑ Community Facilities Agreement ❑ Land Bank prograzn
�.e�Tax Abat�m.ent (If yes, please answer 5& 6 belawj ❑ V+�orkforce Development
� Transzt Provisions - � Enterprise Zone Qualified Business
Ct Industrial Revenue Bonci [�Enterprise Zone Project
❑ Bnidge financing/ below market laan financing �.��,�.���,� �
�' C�t11�r Sl Dn,�U'��,.�. �ST�-l��-7' C'�.•c:5v.�� C`� �1��C.f�2 � �=-��5 ,
i4 a,� Tl 1'- I 1 r�.�- �[d.v G �,s �-r T`•A-CrFi� . '
4. Dc� you intend to pursue abat�ment af: �
County �'axes? '�d Yes � No
5, What le�el of abatement will you req�est: Yeazs?
Pa�e 2 of 7
r ca.P h'��.s, i ��'t�c
� c���c^
j C� Percentage? ! Uo� l
--� t7,� �rSS! 6� 5 . �r" � hy+E
-- - - - e �a �r�x
� ,���
EC� 106�3
�
�KQJEC�"INFQRMt1T10N ,__, ..
For real est�,te pra�ectsl, please include below the pxoject conc�,pt, targeted tenant mix, project benefrts
and how the project reIates to existizag comm�nity plans. Please attach a site plan. For business
eXpan5lon proiects2, please include belowr services provided �r products manufac'tur�d, majflr
customers and locatians, etc. For business expansio� project involving the purchase and/or
constrttetion of rea� estate, ��eas� answer alI that apply. .�
d: Pjease pravide a brief description af the praject.� ,•
f�.F�xJ V��'�'c3.-a O� vl-� %��'.� O�� Tc,3 �.�s�- l�v ;� �-P,i°d�lJ}t .
a�� �.� �d�.�7, �� ��, �� : s
U % �-tr �cJr�D��CI� -
C �ffice. ._ square feat f�' Multi-family: � z�i�°�'square feet �Z� units
-�-�� � c w _�2� ��-.�'� � �s�
� �
i.. Project Description 3 � ��,�
Size of projec�: S'oS; a� �quare feet F�►.�s+ �' acr�s
. ,
Check ail that apply: .
�Y Retaii: 2� o�quare feet � Industrial: square feet
Wzll any portion afthe praject cvnsist of vertical inixed-use: �c� 5`
Anticipated date when construction wil��start? �f:�c��3�
Anticipated da#e o:F occupancy.`? r�j:� a o� .
� A real estate project is one ti�at involves the construction or renovarion of real property.that wil] be either for [ease or fpr sa1e.
Any incenti�es given�by the City shoulcE be considered oniy "pap" financing and should not be cansidered a substitute for d�bt
and equity.
2 A business development project involves assistance to a business entity that seeks to expand its existing operations from a
location within the Fort Worth or to Fort Worth. The business is in a growth moda seekin� working capital, perspnal property.
ar �'ixed asset financin�. The City will zefer start-up businesses to more appropriate organizations. , -
Fa;e 3 of 7
scoalo6o3
�
0
A. Real Property
• Gurrent A.ssessed Valuation of: Land $ � Improvemenis: $�. C/ n,�.',�,'�.
� New Construction: .
Size C'o `/, d v� sq. ft. Cost of Gonstruction $_ f D�iti, �
�. Renovation:
Size ��Yl� d C�d sq. ft. Cost of Constnzction $ s�'�'-{ �
� Sit� Development.(parking, fencing, landscaping, etc,):
. . . 4�
Ty�e af wark to be done 5' t D h r���,r�,, C�,�.8 .`7r72-F�-� �� ix.r.�o
Cast of Site Develaprn.ent $� d�, CjD�
B. Personal Prapert.y (com�lete aIl app�icable) �
� Current valtit� of personal pzoperty exclusive of inventozy and supplies in Fart Worth:
$ C�
� Value of p�rsanal property, excluszve of inventory and supplies, for which your are seekin� a
tax abatement: $ �
� Currez�t value in Fart V�orth:
Inventory $ � . Supplies $ d
e Value for inventoiy and supplies after d�velopmen�/relacation an�/or expansion.:
Inventary $ -? Supplies $ -1
� Percent af inventory eligible far freeport exemption (inventozy, exported from Texas within
175 days) �`.� . %
� Are you seekiz�.g working capitaI financing? �� . I£ so, please state the value oi working
capital f nancing being sought; $ �%
S. Employme�t and Jab Crea�ion: .
Temporary
1. How rnany constructian jobs wi.il be created? �S u—���
2. What is the estimated payroll for these jobs? �S'T. `�� ��
Permaz�ent
1. How many persons �e currently �mployed? �
. 2. What percent of cwrrent employees above are Fort Worth residenfs?
-- 3. What p�xcent of curzent employees abflve are Cen�ral City residents?
� %
v %
�
Page 4 of 7
�CD0108b3
; 4. Please complete the following table.
� - -- - -
' �;st. First Year Est. Fif`tk� Year
� 1 New Jc�bs to be Created
� � - sa ��
f . __ _
Est. Tenth Year
r �.�
- Less Transfers* . � �� Cd
� Net .Tobs ' ,,�a' �� - � — �� f (i
% ofN�t 7obs to be filled by �
Fort Worth Residents ��' '�
°/4 of Net Jobs ta be �Iled by ,
Genfiral City Resiclents �
* If any emplayees will be trazzsferring, please describe from where they will be trans�erring.
, �
I/�' f'�' ,+�p c1 i�^ � � L s .�-2 � 1��.+r n.� i4-.� i e. T' �� i�i i- f�. /�"/4!n �r •��N ri"�
e.�� �o������ ��� -.�sa c�N�.,—�.���r�u ;o.�. �-�,� e� -l..�
/J �',��.s.�s �nr; �'tl �J o.v �; Nr�- 14�f`��; .
n
Please attach a description of the jobs to be created, tasks to be performed for� each, and wage rat� iar
each classification, and a brief description of the emplayee bene�t package{s) offered including
portion pa.id by empioyee and emp�oyer respeetiv�ly. 5ee question #11 for more infomaation_
�
9. , Local Cv3mmitmen#s: � 6���` o00 ,
What percent of the constxaction costs {7A above) will you commit to spend with:
� � '
� Fort �4lorth businesses? � � % � /6, 2So, oa�
� �
� C�rtified Minority and Woman-owned Business. Enterp�ises? �� %=/�,�,�
Regarding discretionary suppl_y and service expenses3 (i.e. landscaping, office Qr manufacturing
suppli�s, jan.i#orial services, etc.): , � �
__ � What is the annual arnou�xt oi discrefi�anary sugply and service e�tpenses? $,.� �l �, � a a
� What percentage wi,ll �be committed to �'ort Worth business�s? �-� %��7�, ODo -
o What pc:rc�ntage will 6e committed to cez�tified Minoxifiy and �Vo�nan-flwned
� .
businesses? � � % a S�J, Zaa �
3 Discretionary �xpenses incurred during the normal maintenance and aperation of busine'ss activ�#ies
Page S of 7 �
SC6010fi43
DlscLosvx�s _.�_ _� ��
�.0. �s any person ar �zr�n receivin.g any fortn of compensation, commission or other mon�tary benefirt
based on the leve� of incentive obtained by the applicant from the City of Fort Worth? It� yes,
please explain arid/or attach details.
�U- '
1 Z. Please proviiie the folIowing information as attachmen�c,-
a)
b)
c}
d)
a)
�
�)
h)
Explain why the inc�ntive�s� requested is(are} necessary for t�e success af this project.
Xnclude a deveivpznent ancUor .busi.�ess operating pro-farnna or other dacumentation to
substantiate your request. ' �
Describe any en�irazunentaZ impacts associated with thi.s proj ect. �
D�scribe any direct bene�t� to the City ofFort Waz-th as a xesul� ofthis-project.
Attach a legal descnption or surveyor's metes & bounds description.
Attached a site plan for any real estate development project. �
Aftach a copy of the mast recent real and personal praperty tax statement from the Tanant
Appraisal District. � � _ �
Attach a description of the jo�s to be created {technician, engineez,-manager, etc.), tasks ta be
performed for �ach, and wage rat� for each classificatzon. � '
Attach a brief description of the employee banefit package(s) offered (i.e. health ins�ance,
retir�m.ent, public transportatian assistanee, day car� pzoviSi0115, etC.} �nCludinb partion paid by
employee and emp�oyer respectively. � •
On b�half o� the applicant, T certify the infonmafion contained zn this applicatzan (including ali
at�achments) to be true and carrect. I furthez certify that, �on behalf af the applicant, � have read the
current applicable "Land Bank Policy," "T�.Y Abateznent Policy," and/or "�'ort Worth Enterprise Zone".
Information Packet and agree to comply with the guidelines and cziteria stated thErein.
.�% cl N� Zr /�.�0. n] ���J M
Printed I�1arr% f
. /
Si�natuire
1��-r i .���
Title
. �-Z�'C ° 3
Date
Fot° Internal Use Only . . _ . _ _. _
Proj�ct�Lacation {check all that apply}: .
�: urban �illage , �; neighborhaod empawerment xone
� ; #argeted area � : state ez�terprise zone
,_, : Central City _: CDBG eliaible area
____ : Foreign trade zone �
Page b of 7
; '�F district
^ : Modet BZvcEcs
� : Gomrnercial corri.dar
ECD6106U3 '
�
Definitions
Abatement — the full oz' partial ex�mption from ad valorern taxes on elibible properties �or a pe�iod of up
to ten years and amount af up to 100% of the increase in appraise�d value (as r�flected on the cert�ed tax
roll of the appropriate county appraisal dis#rict) resulting from impro�vements begun after the executior� of
Ehe t� aba#ement agreeznent. EZigible properties must be lacated in a reinvestment zone.
Capita� Invesiment — includes anly real property improvemex�ts such as new facilities and structures, site
improyemEnts, faciZ�ty expansion, and facili .ty modez�nization. Capital investment does NOT include land
acquisitzon costs and/or any existing improvements, or personaI property (such as mach%nery, ec�uipment,
and/or supplzes and inventory}. " s'
Centra� City — the area in Fart Warth that is within Ynters#a#e L' o4p 820 consist�ing of: alI Community � �
D�velopment BIack Grant (CDBG) eligib�e census block groups, and all State-desigz�ated enterprise .
zones, and all census black groups that are contaguous by 75 per,cent or more of thezr perimeter to CDBG- �
elidible biack groups or enterprise zones. �" .�
Enterprise proi��t — a buszness that is nominated by an ent�rprise zone governing body and approved by
TDED foz stat� and local benefits. TY�e business must eornmit to cr�ate or retain permat�ent jobs, make
�capitaZ investment in th� enterprise zane, fill at least 25 percent of its r�ew �obs with zndividuals who are
either econamically disadvantaged or residents ai an enter�rise zane wi#hin the governing body's
juris�iction, ar�d maintain �.e lev�l of ernployment from the date jobs are certified by the TDED far at
least three years.
Facility Expansion -- a new parmanent real property improvement such as a bu�iding Qr buildings
construeted to provid� additional square footage to accommodate increased sgace r�quirements of a Fort
Worth company.
Faczlity Moderriizatzon — a new permanent zeal praperty im�arvvement undertaken to provide incr�ased
productivity for a new or existing FQrt Worth compar�y.
Fort Worth Company — a business that has a principal office lacated within tl�� city Iimits of Fort Worth.
Mznority or W4man-Owned Business Enterprise (MWBE) — a�ninority. or �woman-owned busine�s that
has receivec� �certificatiQn as either a 1Vlinority Business En#erprise (MBE) or Woman-awned.Business .
Entergrise (WBE) by either the North Central Texas Regional Certi�cation Agency (NCTRCA}.or the
Texas Department of Trazzsportation (T�OT), Highway Division.
Reinvestm�nt Zaz�e — an area designated as such by the City of Fort Warth or �State of Texan in
accardance with the Texas Property Redevelopmen.t.and Tax Abateme�t Act, Sections 312.001 througfi
312.2Q9 of the Tax Code.
Residential Development Prolect — a de�velopment praject which proposes to constnict or renovate multi-
fami�y residential Iiving units on property that is {pr meets the requixements to be} zoned muZti-family as �
defin�:d by the� City of Fort Worth Zoning CJrdinance.
Supply and Serv�ice �xpen_ses -- discretionazy ex�enses incurred d�ring the narrna� mainfienance and
operation activitzes of a business.
Page 7 oi7
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DAT� REFERENCE NUMBER LOG iVAM�
2�� 8103 G-1 �4�9
176ANK
PAGE
1 of 2
suB�ECT AUTHORIZE EXECUTI�N OF TAX ABATEMENT AGREEMENT WITH Tl.�
IG�EE�l����C�, L.P, FOR REDEVELOPMENT �F FORMER BANK ONE TOWER AND
��,!A�ENT PR�,r ERTY �
RECOMMENDAT[ON:
It is recommended that the City Cour�cil:
1. Authorize the City Manager to execute � Tax A6atement Agreement with TLC Greenfield, L.P. or
TLC Green Property Associates I, �.P. (TLCj related to the rede�efopment af the former Bank One
Tower and adjacent praperty (the Agreement); and
2. Find that the terms and conditions of the Agr�e�nent, as ouilined below, satisfy fhe Cify's Tax Abatement
Policy for qualified residential projects and that TLC's contemplated use of the �ormer Bank One Tower
and adjac.ent properEy (#he Prap�rtyj are cansistenf with �ncouraging develapmant afi that Praper.ty,
generati�g econamic development and increasing employment opportuni�ies in the City.
DISCUSSlON:
On February 11, 2003, pursuant to M&C G-13879, tne City Ca�ncil conducted a public hearing and
adopted Ordinance No. 1�436 designating the Property as Tax Abatement Reinvestment Zone Number
�2, City nf Fvrt Warth, Texas. Th�s is a tax abatement reinvestmen# zone overlay wiihin the boundaries
of Tax increment Reinvestment Zone Numher Three, City of Fort Worth, Texas (Dawr�town TIF). The
Property is currently damaged and vacant. Unless #he Property is expediently redeveloped, businass
a�d cammercial ac#ivity in that area of downtawn may stail.
Under the praposed Tax Abatement Agreemeni, TLC has committed to (i) substantially camplete at
ieast $�0 million in real property in��stments on the Prop�riy hy June 30, 2005; and (ii} spend at least
25% of its to#al construction costs in making those impra�ements with Fort Worth contractors; and (iii)
spe�d at least 20% of its total construction costs in ma�ing #hose impravements with Fart Workh
� contractars that are certified as MIWBE companies.
ln retum for the econamic benefits and incr�as�d dawntawn housing opporkunities that will accrue as a resu[t of
T�C's redevelapment of the Property, the City will ahate up to 1 QO% of TLC's increased real properly taxes on
#he Praperty resulting from the proposed redevelopment. This abatement will be fiar one (9 ) year only, t�e 2005
tax year, and will compiiment a 9-year Ecanarnic Development Program Grant Agre�ment that the City Council
is cflnsidering pursuant to 1111&C C-1948D. The purpose oi ihe 9-year abatement is to aElow other taxing
jurisdictions #o also grant TLC an abatement of pro�erty taxes assessed by those jurisdictions. . Under stat� iaw,
a#axing jurisdiction oth�r than a municipality may not grant a tax �batem�nt an properEy within a municipality
unfess #he municipal�iy has also granted a tax abatement for the same property. �
The actual amount o� the abatement will depend upan the extent to wh�ich TLC met its constructian and
construction sp�nding commitments, as outlined above and allocated as follows:
� 6D% if TLC substantially cflmpleted at least $50 million in real property investments on the
Property by June 30, 2Q05, in order for the former Bank One Tower #o be used as resideniial
apartments or candominiums with approximatefy 20,OOa sguare feet of street level reta�l a�d no
more than 40,000 square feet of office s�ac�; and
�`ity of �o�t T�o�th, T'exas
�i�y�r �nd C�u�c�l Commun�c��io�
DA7� REFERENCE NUMB�R LOG NAME PAGE
2118103 ��� g��g 17BANK I 2 af 2
su�J�cT AUTH�RIZE EXECUTION OF TAX ABATEMENT AGREEMENT WITH TLC
GREENFlELD, L.P. F'QR REDEVEL�PMENT OF FORMER BANK ONE TOWER AND
ADJACENT PROPERTY
� 20% if TLC spends at least 25% of its total construction costs with Fort Wo�th contractors; and
0 20% if TLC spends at least 20% of its to#al construction costs with Fart Worth contractors that
are certified as M/WBE companies.
However, the abatement may be reduced if T�C does not me�t certain goals, as faflows:
� By 10% if TLC prov9des any full time jobs on the Property and at least 25% of those lobs are not
he�d by residents of tF�e Ce�tral City; and
• 6y 5% if TLC enters into any contracts far the provision of supplies and servic�s ta the Property
but does rtot sPend at ieast $50,OOfl per year under those contracts with Fort Worth companies;
and '
� By 5% if TLC does not spend at least $2�,Oaa per year ur�der those contracis with Fart V1lorih
certified MIWBE companies. � ;
TLC anticipates tl�at i# will have few, if any, employees fln the Property and that any s�pp�y and service �
contracts wiil be minlmal. Therefore, #he gist of this abatement is directed at the actual redevelopment
ofi the Property, and specifically the former Bank One Tower.
The cont�mplated us� af the Property Es cansistent witl� encouraging devefopment of that Property and
gen�rating economic development and increasing employment opportunities in the City. Th� project
outlined herein quaGfies fo�- tax abatement un�er the City's Tax Abatement Policy for qualified
residential prajects. The Tax Abatemeni Agreement is authorized by Chapter 312 af the Texas Tax
Code. In aceordance with Section 311.0125 af fhe Texas Tax Code, the Tax A�atement Agreement will
be effecfive anly if appraved by #h� Board o� Directors af the Downtown TIF and fihe gaverr�ing bodies
of each taxing �urisdic�ion that contributes tax increment to the Downtown TIF Tax Increment Fund.
FISCAL kNFORMATION/CERTIFICATION:
The Finance Direetor ce�tifies that this aciion will require no direct expenditure of Ci#y funds.
RR:r
5ubmitted fnr City Manager's I F[IND 1 ACCOUNT I CEIYTER � AMDUNT CITX SECRETARY
Oflice hy: I (to) �
Reid Rector G 1 �l�
Originating Department Head:
Tam �Iiggins 6192 � (from)
Additianal In%rmatinn Contact:
APPROVED 2/18/03
Peter Vaky 7G01
�o �� V�� �� � : .,, , .; r � . ;
, ,�
July 16, 2Q03
TQ: Gloria Pearson
City �ecretary
FROM: Peter Vaky
Assistant City Attomey
SUBJECT: City Secretary Contract ("CSC") Na_ ��4��
Tax Abatement Agreement between Ciiy of Fort Worth and TLC Green
Praperty Associates I, L.P.
CSC No. 28492 is a Tax AbatemenY Agreement that the City pre�iously entered
inta with TLC Green Propex�y Associates I, L.P., which is the entity that is redeveloping
the %rmer Bank �ne Tower in downtown Fort Wortl�. This property is located in the
Downtown TIF reinvestment zone. State law requires that all ta�cing units witli
jurisdiction over property in a reinvestment zone approve an agrecment abating t�es on
property that zone befare the agreement can take effect. Attached are Resolutions from
�11 applicable taxing units approving this particular Tax Abatement Agreement. Please
affix them to or enclose them in your file with C,SC No. 28492.
OF'FICE OF THE CITY ATTORNEY
THE CLTY OF FORT WQRTH * lOOO THROCiCMORTON STREET * FORT WtiRTFf, T�acAS 7&1�2
_ �si7} s7i-7soa * Fnx (817) 871-8359
� PrJnted an recycled paper
�
A RE�OLUTI0111'
APPROVYNG
TAX ABATEMEi�IT AGREEME�lTT5 BETWEEN TLC GREEI�' PROPERTY
ASSOCIATES I, L.P. AlYD THE TAXING JURISDICT�Q1�iS PARTICIPATIIVG IN
CITY OF FORT WORTH TAX TNCREIVIENT R�INVESTMENT ZONE liTUlVIEER
THREE FOR REDEVELOPMENT OF FORNiER BANK O1�TE TOWER
WHEREAS, on or about May 6, 1996 the For� Wo�h Independent School District
entered into a written agreement wifh the City to contribute certa.in tax increments
generated by property located within thc boundaries o� Tax Increment Reinvestmeni Zone
Number Three, City of Fort Worth, Texas {the "Downtown TIF"); and
WHEREAS, an affiiiate of TLC Green Property Associates I, L.P. ("Developer") is unc�er contraci
to purchase real property vuithin the Dawntawn TI�' that includes the former Bank Ona Taw er (ihe
"Tower"); and
WHERF.AS, the Tower, which was severely damaged i� a tornado, has been vacant since March 28,
2Q00 and, unless redeveloped, could adversely affect the revitalization af that portion a� downtown
Fort Worth; and
WHEREAS, Developer plans ta undertake at least a$50 million construction project to redevelop
the Tower, as mare particularly c3escribed in fl�e attached City ta� abatement agreement (�he
"Project"); and
WHEREAS, the Project would not be feasible without such tax abat�ment granted by th.e City and
ofher taxing jurisdictions in accoxdance with Chapter 312 ofthe T�xas Tax Code, which the City and
other taxing jurisdictions propose to execute; and
WHEREAS, the Project will serve as a catalqst for increas�d property taxes payable to tax�ing
entities witi��urisdiction in the Downtown TIF, both from D�veloper's properiy and property in the
vicinity of ihe Tawex, thereby directly benefting the Downtown TIF; and
WHEREAS, pursuant to Section 311.0125{b)(2} of the Texas T� Cade, in order far a t�ing unit's
agreement to abate taxes on property located witI�in a TIF to talce ef�ect, such tax abaternent
ag�reement must b� approved by the govarning body of each taxing en#ity that contributes t�
increment to th� tax increments fund of the TIF;
A RE50LUT�OIiT APPROVING TAX ABATEME1�iT AGREEMENTS BETWEEN
TLC GREEN PROPERTY ASSUCIATES I, L.P. AND THE CITY OF FORT WORTH
AI�iD AI�iY UTHER TAXING 3URISDTCTIONS PARTICIPATING IN
CITY OF FORT WORTH T�X INCREMENT REIlVVESTMENT ZONE NUli�IBER
THREE, CITY OF FORT WORTH, TEXA5 (DOWNTOWIV� TI�
FOR REDEVELOPMENT OF FORI�ER BANK ONE TOWER
WHEREA�, on or about May 6, 1996, Tarrant County Goilege District entered into a
writ�en agreement witlz the City to contribute certa.in tax increments generated by property
located within the bounda.ries of Tax Incremant Reinvestment Zone Number Three, City of Fort
Worth, Te�as (the "Downtown TIF"); and
WHEREAS, an affiliate of TLC Green Praperty Associates I, L.P. ("D�v�loper") is
under contract to purchase real property within the Downtown TIF that includes the foxmer Bank
One Tower (the "Tower"); and
WHERF,AS, �he Tower, whicl� was severely damaged in a tornado, has been vacant
since March 28, 2000 and, unless redeveloped, could adversely affect the revitalization of tk�at
portian of downtown Fort Warth; and
WHEREAS, Developer plans to undertake at least a$SQ million constrttc�ion project to
redevelop the Tower, as more �ariicularly described in the attached City t� abaternent
agreemen� (the "Project"); and
'WHEREAS, the Project wauld not be %asible without tax abatements granted by fhe
City and that rnay be granted by oiher taxing jurisdictions in accordance with Chapter 312 of ihe
Texas Ta.� Code; and
WHEREAS, the Project vvill serve as a catalyst for increased property t�es payable to
taxing entities with jurisdiction in the Downtown TIF, both fro�n Developer's property and
property in the viciniiy of the Tower, thereby directly ben.efiting all taxing jurisdictions
participating in the Downtown TTF, including Tarrant County College District; and
WHEREAS, pursuant to Sectio� 311.0125(b}(2) of th� Texas Tax Code, in order for a
taxing unit's agreem�nt to abate ta�es on property Iocated within a TIF to take effect, such tax
abateme�t ag�reement must be approved by the governing body ai each t�ing �ntity that
contributes tax increment to xhe t� increments fund of the TTF;
Tarranf County College Disfricf
Consenf to Tax A,bafements
NOW, THEREFORE, BE IT RESULVED BY THE BOARD OF TRUSTEES OF
THE TARR.ANT COUNTY COLLEGE DISTRICT:
That the attached tax abatem�nt agreement between the City of Fart Worth and TLC Green
Froperi� Associates I, L.P. is hereby approv�d in accordance with Section 311.D125(b)(2) �f the
Texas Tax Code, and that any ta� abatement agreement entered into by another taxing
jurisdiction participating in the Downtown TIF and relating ta the same subject property to the
same party is hereby approved, provid�d the terms are consistent with those set fo� in the
attached t� abatement agreement.
BE IT FLTRTHER RESOLVED that a copy of this Resolution be placed in the m�inutes of the
Board.
Motion was made by
faregoing, be adopted.
AYE�:
�[��.�
Loui.se .A,pp�e�na.n , se�onded by
xrisrin v��i�� , that the Resolurian, above and
The voting being 5 ta 0 for approval, flie Resolution is hereby adopted on
the 27�` day of February 2003.
�
/���:
Pr ident
Board of Trustees
ATTEST:
�S
r�����
�
Tarrant Counfy College Disfricf 2
Consent to Tax Abafemenfs
STATE OF TEXAS §
COUI�TTY OF TARRAI�TT §
TAX ABATEMENT AGREEMENT
This TAX ABATElVIENT AGREEMEN'T ("Agreement") fs entered inta by and
between the CITY OF FORT WORTH, TEX 45 (th� "City"), a home rule municipal
corparation organized under ihe laws of the State of Te�as and acting by and through Reid
Rector, its duly autharized Assistant City Manager, and TLC GREEIlT PROPERTY
ASSOCIATES I, L.P. ("Owner"}, a Texas limited parkner�hip acting by and �h�'o�gh Barry P.
Marcus, the duly authorized Senior Vice Pr�sident of Greenfield TLC GP, LLC, a Delaware
limited liability company and Owner's general partner.
The City Council of �he City af Fort Worth ("City Council") hereby finds and the City
and Owner hereby ag�ree tha.t the %llovwing statements are true and correct and cons�itute the
basis upan which the City and Owner have entered into this Agreement:
A. On February 26, 20d2, the City Council adopted Resolution No. 2811, stafing that
the City elects to be eiigible to part�cipate in tax abatem�n� and including guidelines and criteria
governing tax abatemen� agreements entered i.rzto between the City and various khird parties,
entitled "Tax Abatement Policy Staiement for Qualifying Developrnent Projects" (the "Policy
Statement"}, which is aitached hereto as Exhil�it "A" and hereby made a park of this Agreement
for a11 purposes.
B. The Policy Statement contains appropriate guidelines and eriteria goveming tax
a�aatement agreem�nts to be entered into by the City as contemplated by Chapter 312 of ihe Texas
Tax Code, as amended (the "Code"}.
C. On F�bruary 11, 2003, the City Council adopted Ordinance Na 15436 (th�;
"�rdinance") establishing Tax Abaiement Reinvestment Zone No. 42, City of Fort Waz�h, Texas
{the "Zone"). The Zone is an overla.y withrn an�xisting tax increment reinvestment zone, T�
Tncrement Reinvestment Zone Number Three, City of Fort Wort�i, Texas {th� "Downtown TIF"}.
D, Affiliates of Owner have entered inio a contraci to purchase certain real praperty,
and the real property improveinents thereon, all of wluch is Iocated entirely within the Zone and is
more particularly described in E�hibit "B", aiiached hereto and hereby made a part of this
Agreement for aIl purposes (the "Land").
E. Ovv�er oz its lawfizl asszgns plan to undertake the Required Improve�ents, as
defined in Section 1.1 of this Agreexnent, in arder to redevelop irnprovements on the Land as a
high-rise residential apartment and/or condamiiniuxn tawe�r with street 1eve1 retail and an adj acent
v�hicular parking garage (the "Project").
Tarrant Counfy Callege Disfriet 3
Consenf io Tax A6afemenfs
F. On Tanuary 29, 2003 Owner submitted an application for t� abatement to the City
concerning the contemplated use of the Land (the "Applica�ion"), attached hexeta as Exhibit "C"
a�d hereby ma.de a part of this Agreement for all purpases.
G. The contemplated use of tha Larid, the Required Improvements, as defined in
Section 11, and the terms of this Agreement are consistent with encouraging development of the
Zone and gene�rating economic development and increased employment opportunities in the City,
in accardance with the p�poses for creation of tb.e Zone, and are in compliance with the Policy
Statement, the Ordinance and other applicable laws, ordinajrices, rules and regulations.
H. The terms of this Agreement, and the Land and Requir�d Improvements, satisfy fihe
eligibility criteria ofthe Policy Statemen�.
I. Written notice �hat fihe City intends io enter into this Agreement, along with a copy
of this Agreement, has been furnished in the manner prescribed b� the Code io the presiding
oif'icers of th� governing bodies af each of the �axing units in which the Laa�d is located.
NOW, THEREFORE, the Ciiy and Owner, For and in consideration of the terms and
condiiions set forth herein, do herehy cantract, cavenant and agree as follaws:
1. OWNER'S COVENANTS.
1.1. Real Property Improvements.
Owner shall redevelop, or cause to be redeveloped, improvements currently
located on the Land as a high-rise residential apartment and/or cflndominium tawer (the
"Tower") (i) with at least 200 residential units occupying at least 300,b00 square feet of
space; (ii) with at least 20,OD0 square feet of space far street 1eve1 retail business; and (iii)
having a minimum Constxuctian Cost upon completion of $50,400,OD0 (collectively, the
"Required Improvements"). The kind, number and loca�ian of the Required
Improvements are mora particularly described in Exhibit "C". For puxposes of this
Agreeanent, "Const�ructian Costs" sha1l mean site development costs, actual
construction costs, including contractor fees, the costs oF supplies and materials,
engineering fees, architeciural fees and other professional, development and permitting
fees expended directly in cannection with the Project. The City recog�i.zes that Own�r
will request bids from various contractors in order to obtain the lowest reasonable price
for the cost of �e Project. In ihe event ihai bids for the Project are below $50,000,000
for work substantially the same as that pra�ided in. E�hibit "C" and otherwise deseribed
in this Agreement, the City will meet with Owner to negotiate in gaod faith an
amendment ta this Agreement so tha� Owner is not in default for its failure to expend at
least $Sa,QQQ,000 on the Project, with the understanding that the City's sta� will
recvmmend, but cannoi guarantee, approval of such arnendment by the Ciiy Council.
Tarrant Counfy College Districf 4
Consenf to Tax Abatemenfs
1.�. Comnletion Date of Required Im�rovements.
Owner in#ends to undertake wor1� on the Requiared Improvements in accordance
with the timeline set forth in Exhibit "C". Owner covenar�ts and agrees that construction of
all Required Improvemez�ts shall be substantially completed by June 30, 2005 unless
delayed b�cause of Force Majeure, in which case the June 30, 2005 date shall be extended
by the number of days comprising the specific Farce Majeure. Far putposes of this
Agreemenf, "Force Majeure" shall mean an event beyond Owner's reasQnable conirol,
including, witho�tt limitation, acts of God, fires, strikes, nationai disasters, wars, riois,
material or labor restrictions, delays caused by unfareseen sfiructural issues, weather delays,
unreasonable delays by the City in issuing any permits or certificates of accupancy ar
conducting any inspections of or with respect to the Required Irnprovements or inspecfiing
any of the Required Irnprovements, or delays caused by unforeseen constnaction oz site
issues beyond the control of Owner, but s�all not include construction delays caused due �o
purely financial rnatters involving Owner, such as, withaut limitation, delays in the
obtaining of adequate finaucing.
1.3. Use oiLand.
�wner covenants that the Required Improvements shall be canstructed and the
Land shall be used in accordance with the description of the Project set forth in E�chibit
"C". In addition, Ownar covenax�.ts that throughout t13e Terxn, the Required
Improvements sball be operated and maintained far use as residential apartments far rent
at market rates for the same or similar apartments, or condominiums available �or rent or
sale, with approximately 20,000 square feei af space d�dicated to street level retail
business and other commercial purposes and no more thati �40,000 square feet of space
dedicated for office use, and otherwise in a manner tb.at i.s ca�sistent with the general
puxpases of encouraging development or redevelopment of the Zone.
2. ABATEMENT AMOUNTS, TERIVIS AND COl�?�TZONS.
Pravided that Own�r has closed on its purchase of the Land, the City wijl grant to Qwner a
real property tax abatement on the Land for a p�riod of one (1 } year, as specifically pravided in this
Sectian 2 and subject to and in accordance with tk�is Agreenaent (collectively, t1Ze "Abatement").
Owner understands and agrees that tangible personal properiy locafed on the Land will not Ue
subject to tax abatement under this Agreement. The actual amount of the Abatement granted
under this Agreemenf shall be based upon the incr�ase in value of the Land for the 2005 t� year
aver its �alue for the 2003 tax year (t�e "Tax Increment"), wl�ich is the year in which th�is
Agreernent vvas entered into, and upon attainment by Owner of ce�rtain employment, contracting
and spending benchmarks set Forth in this Section 2. Notwithstanding anythi�ag thrat may be
interpreted to the confrary in this Agreement, hecause the Land is docated in tlae Downtowt�
TIF, this Agreement will not he effective unless app�aved by the Boat�d of Director� o, f the
Downtown TIF and the gover�ing body of eaeh taacing unii that depasits or has agreed to
Tarranf Counfy College Disfrrct 5
Consenf fo Tax Abatements
deposit tax increment into the fund of the Downtown TrF, as provir�ed by Sectio� 311.OY25 of
the Code.
�.1. Arnount of Abateme�t.
The Abatement granted hereunder may rar2ge up to a m�imum of one hundred
percent {l OD°fo} of the Tax Tncrement, and sha11 be calculated as follows:
�.1.1. Abatement Based on ComAletion of Required Imurove�q�nts (64%1.
Owner sha11 receive an Abatement of sixty percen� {60%) of �ie Ta�
Tncrement i�£ Owner substantially completes ihe Required Tmprovements set forth in
�ection 1.1 by the completion date set farth in Section 1.2. For purposes of this
A�reement, substantial campletion shall mean the issuar�ce hy the City o£ a�na�
ceztificaie oi occupancy fo�r the resid�ntial uruts in ihe Tower and notice of
compliance wi.th sheil building standards wifi1� respect to the retail space in the
Tower. Determination af com�liance with the requirements of this Section 2.1.1
shall be made on the earlier of 7une 30, 2005, as may be extended by Force
Majeut'e, or the date on which a final certificate af occupancy is issued for the
Required Improvements. Failure to substantially compl�te the Required
Improvements as set farth in Sectian l.l. by fhe campletion date set forth in �ection
1.2 shall constitute an Ev�nt of Default, as addressed in Section 4 of this
Agreement.
�.1.�. Abate�neni Based on Constructian E�uenditures with Fort Warth
Companies (�0%). -
Owner sha11 receive an Abatement of twenty pereent {20%) of the Tax
Tncrement if, without regard to the aeival amouni of dalla�rs spent on the Required
Irnprovements, Ovvner spends at least twenty-fiva percent (25%} af the total actual
Construction Costs with cc�niractars that are Fort Worth Companies, as defined in
Exhibit "A", Determinatian af compliance with the spending raquirem�nts of this
Section 2.1.2 shall be based an spending during the period o£ �ime prior to and
including �une 30, 2005, as may be extended by Force Ma�eure. Failure to meet
ihe gaal sei farth in this �ection 2.1.2 shall not constrtute an Event of Default hut,
rather, shali �erve ta xeduce th.e amount of Abatement availabl� to Owner
hereunder by twenty percent (20%).
2.1.3. Abatement Based on C�,y�t�ruction Exnenditures with Fort Worth
MIWBE Comuanies (20%l.
Owner shall receive an Abatemeni of twenty percent (20%) o� the T�
Incrernent if, without re�ard to the actuai amount of dollars spent on the Required
Improvements, Qwn�r spends at least twenty percent (20%} of the total
Construct�on Casts with MlWBE cerkified contractors whnse principal busixless
Tarrant County College Districf fi
Consenf fo Tax Abaiemenfs
office is lacated in the City {"Fart Worth M/WBE Campanies"). Dallars spen�
with Fort Worth M/WBE Companies shall also count toward Owner's �pending
gaal with respeci to Fort Worth Companies, as set forth in Section 2.1.2.
Deterinination of cornpliance with the spending requiremen�s of this Section 2.1.3
shall be based an spending during the period of time prior to and including June
30, 2005, as may be extended by Force Maj�ure. Failure to meet the goal set
forth in this Section 2.13 shall not constitute an Event of De�ault hut, rath�r, shall
serve to reduce the arnouni of Abatement available to Owner here�.nder by twenty
percent (20%).
�.�. Addit�onal Goals.
2.2.1. Central Citv Em�layment Goals.
During calendar year 20a5, if Owner provides any Full�time Equivalent
Jobs on the Land, at least twenty-five percent (25%) of those positions vv�i11 be
held by residents of the Central City. For purposes of this Agreerr�ent, "Central
City" shall be defined as ihose areas depicted in the map of Ezhibit "D",
attached hereto and he�'eby made a part of this Agreement %r all purposes, as
either the central city or a CDBG area, and "Full�time Equivalent dob" shall
mean a job provided directly by Owner on ihe Land that is filled for a period of
nat less than forty (40) hours per week or another measurement us�d to define
full-time equivalent employment by Owner in accordance with its then-curreni
corporate-widc personnel policies and regulations. Failure to meet the goal set
forth in this Section 2.2.1 sha11 not canstitute an Ev�nt of Dafault but, rather, shall
�erve to reduce the amount of Abatement available ta Owner as provided by and
in accordance wiih Section 2.3.1.
2.2.2. SIIAA�V and Service S�endin� Gaals with Fotrt Worth
Comuanies. �
During calendar year 2005, if Owner enters into any contracts for �upplies
and services to be provided directly in conn�ction with Owner's operation of the
Requi�red Impravements, �wz�er wil� spend at least �Sd,000 under such contracts
with Fart Worth Companies, as defined in E�ibit "A". Failure ta meet the goal
set forth in this Section 2.2.2 shall not constitute an Event of Default but, rather,
shall serve to reduce the amount of Abatement available to Owner as provided by
and in accordance with Section 2.3.2.
�.�.3. Su�plv and 5exvice Spendin� Gaals with Fort Worth M/WBE
Companies.
During calendar year 20D5, if Owner eniers into any contracts for supplies
and services to be pro�ided directly in cannection with Owner's operation of fihe
Required Improvements, Own�r will spend at leas� $20,000 under such cantracts
Tarranf County Co!lege District 7
Consenf fa Tax Abatemenfs
with Fort Worth MIWBE Campanies. Failure to meet the goal set forth in this
Section 2.2.3 shall not constitute an Event of Default but, rather, sha11 serve ta
reduce the amount of Abatement available to Owner as provided by and in
accordance with Section 2.3.3.
2.3. Redaction af Abatement.
Notwithstanding Section 2.1, �.e amount of Abatement available to Owner
pursuant to ihe calculation set forth in Section 2.1 shall be reduced if Owne�` fails to meet
the goals set forth in �ections 2.2.1, 2.2.2 and 2.2.3, as follaws:
�,3.1. Failure to Meet Central Ciiv Emplovment Gaals Uader Sectian 2.2.1.
�f during calendar yea;r 2005 Owner provided any Full-time Equivalent
Jobs on the Land, but less than twenty-five percent (25%) of such Full-time
Equiva.lent Jobs were held by resident� vf the Central Ciiy, as provided by and in
accordance with Section 2.2.1 of this Agreement, then the amount of Abatement
avaiiable to Owner pursuant to 5ection 2.1 shall be reduced by an arnount equa� to
ten percent ( I Q%) of the Ta�t Increment.
2.3.2. Failure to 1Vleet SIIpDIV and S�endin� GoaIs with Fort Worth
Comuanies Under Sectian �.2.�.
If during calendar year 2005 Owner was unde� any contract for supplies
and services to be provided directly in connection with Owner's opera�ion o#'the
Required Tmprovements, and Owner did not spend at least $SO,Q00 under any
sueh contract with Fori Worth Companies, as provided by and in accordance with
5ection 2.2.2 of this Agreement, then the amount of Abatem�nt available to
Owner pursuant to Section 2.1 shall be reduced by an amaun� equa.l ta five
pexcent (5%) of the Tax Increment.
�.3.3. Failnre to Meet Suuulv and 5nendin¢ Goals wiih Fort Warth M/WBE
Comuanies iJnder Sectian 2.2.3.
If duri�g calendar yea�r 2005 Owner was under any contract for supplies
and services to be pro�ided directly in connectian with Owner's operation of the
Requirad Improvements, and Owner did not spend at least $20,000 under any
sueh contract with Fort Worth M/WBE Companies, as provided by and in
accordance with Sectian 2,2.3 of this Agreement, th�n the amount of Abatement
available to Owner pursuant ta Sectian 2.1 shall be reduced by an amount equal to
five percent (5%) of the Tax Increment.
Tarrant Counfy College Disfricf 8
Consenf #o Tax Abatements
�.4. Pratests Over Anoraisals or Assessments.
Owner shall have the right to protest and contest any or all appraisals or
assessmen�s of the Land and/or iYnprovements thereon.
�.5. Term.
As more specifically set forth in Section 3.4, the City wil� audit Owner's
compliance with the terms and conditions of this Agreement during calendar yeax 2005.
T�es wi11 be abated under this Agreement far the 2005 tax year only. Unless ternunated
earlier as provided herein, this Agreeznent shall comrnence upon execution by both the
City and Owner and shall expire on the date as af wh�ich the City has, in accorciance with
Section 3.A�, made a final determina�ion of the amaunt of the Abatement and such
Abatement has been applied io Owner's t� bill for the 2005 tax year {the "Term"}.
2.6. Abatement Auplication Fee.
The City acknawledges receipt from an affiliate of Owner of the required
Application fee a� one percent { 1%} of Proj ect's estimated cosi, not to exceed $1 S,OOfl. If
Owner diligently begins or causes to begin �he undertaking of the Required
Impra�vements within one {1) year from the date of tl�.e Applicativn {wheth�r or noi
Ovvner actually receives any Abatement), this Applicaiion fee shall be creditable :in �ull to
the benefit oi Own.er against any permii, impact, inspection or other lawful fee required
by the City in connection with the Project, and any remaining amounts shall be refunded
to Qwner,
3. j2ECORDS, AUDITS AND EVALUATION OF P�.OJECT,
3.1. Insuection of Land.
Thraughout the Term of this Agreement, at any time during normal office ho�rs
and following reasonable notice to Owner, the City sha11 have and Owner shall provide
access to ihe Land and any improvements thereon in arder for the Ciiy to inspect the
Land and evaluate the Required Ianpro�ements to ensure compliance with the terms and
conditions of this Agreement. Ownex shall coaperate fully with the City during any such
inspection and/or evaluation.
3.2. Audits.
T�e Gity shall have the �ight to audit the financzal and business recards of Owner
thai relate to the Projec� and Abatement terms and conditia�s {collectively, the
G4Records") at any time during the Term of this Agreement in order to dete�rmine
compliance with this Agreement and to calculate the cvrrecf percentage of Abatement
Tarranf County College Disfricf 9
Consenf to Tax A,batements
available to Owner. Owner ahall maife a11 Records available to the City on the Land or at
another location in the City following reasonabie advance notice by the City and �hall
otherwise cooperate fully with the City during any audit.
3.3. Provision of Information.
Owner sha11 provide information and documentaiion for cal�ndar year 2405 that
addresses 4wner's compliance with each of the terms and conditions of tbis Agreement as
follows:
3.3.1. On or bcfore August 31, 2D05, �wner will provide the City with a report
that sets forth the tvta.I number of Central City residents holciing new Full-time
Equivalent Jobs as of August 1, 2005, if any, together with rea�anable
documentation regarding the residency of such employees; and
3.3.2. On or before June 30, 2005, Owner will provide the City wiih a repart that
s�ts � forth the number and dallar amount� af all constntction contracts and
subcontracts avvarded an the Project, specifying the number and dollar amounts
spent with contractors thai are Fort Worth Companies, as defined in Exhibit "A",
and with contractors that are Fort Worth MIWBE Companies, as defined in Section
2.1.3; and
3.3.3. On or b�fbre January 15, 200b, Owner will pravide the City with a report
that sets £orth the grass dollars and supporting details showing th� amounts spen� by
Owner on lacal discretionary supply and service can�racts, speczfying the number
and dollar amounts spent with vendors that are Fort Worth Companies, as defined
in Exlubit "A", and with vendors that are Fort Warth M/WBE Companies, as
defirned in Sec�ion 2.1.3.
Owner shall supply any additional information requested by the City tha.t is
pertinent to the City's evalua.tion of Owner's compliance with each of the terms and
conditions of this Agree�nent, Failure to provide all ir�fapmation pequiped by the
deadlines set farth acbave shall not canstitute a�a Eve�at of Default, hut Owner
r�ndepstarads and agrees that Owr�er will nat be entitled ta any Abatement hereunder
untii atl sueh inforrnation lias been pt�avided to tite City. All of the foregoing shall he
subject to applicable fedexal and s�ate privacy laws and regulatzans.
3.4. Determination of Campli�nce.
Wiilvn thirty (30) calendar days following provision of the information r�quired by
Sections 3.3.1 and 3.3.2, and within fi�e (5) ca�endar days following provision of the
informa#ion required by Section 3.3.3, based on the City's audit o� the Recards and any
inspections of ihe Land andfor the Required Improvements, the City shall notify Owne:r in
writing of the actual percentage of Aba�ement with respect to the requirements set forth in
Section 2.1.1 and ihe goals set forth in Sections 2.1.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 to which
Tarranf Caun�y College Dlsfricf 70
Consenf fa Tax Abaf�menfs
Owner is eligible to receive ur�der this Agreement. If Owner reasonably disagrees with the
City's decision and ruling, �wner skxall notify the City in writing with�n fourteen (1�F)
calendar days of receipt. In this event, Owner, at Owner's sol� cost and expense, may
request an independent third party who is reasonably acceptable to the City to verify the
findin.g� o� the Ciiy within nat more than thirty {30} calendar days follawing rec�ip� of
Owner's notice to the City, and if any discrepancies ara found, the City, Owner and the
independent third party shall coopera�e with one another ta r�sol�e the discrepancy. If
resoluiion cannot be achieved, the maiter may be taken to the City Council for
cansideratian in an open public meeting at which both City staff and Orvner's
representatives wi11 be given an opportunity to cornment. The ruling and determination by
the City Council shall be fina1.
4. �VENT5 OF DEFAULT.
4.1. Defined.
Owner shall be in default of this Agreement if (i) any of the covenants set forth in
Section 1 of tlus Agreement are not met; ar(ii) at any time prior to the expiration of the
Term, ad valarem real property taxes with respect to the Land or the Projeci, or ad valorem
t�es with respect to Owner's tangihle personal property located on the Land, b�come
delinquent and Owner daes nat timely and prap�rly follow the legal procedures for protest
and/or contest of any such ad valorem real prope�rty or tangible persanal property taxes; or
(iii) subject to Sections 2.1.2, 2.1.3, 2.2.1, 2.2.2 and 2.2.3 of this Agreement, Owner
breaches any �f the ather terms or conditions of this Agreement (collectively, each an
"Event of Deiault"}.
4.2. Notice to Care.
If the City de#ermines that an Event of Defauit has occurred due to Owner's failure
to canstruct the Required Improvernents set forth in Section 1.1 by the completion date set
forth in Section 1.2, subject to any remedies available to Owner under Section 3.4, the City
will have the righi to terminaie this Agreement upon written noti.ce �o Owner witl3out any
opportunity to cure. If the City det�rtnines that an Event of Default has occurred an any
other basis, the City shall provide a written no�ice to Owner that describes the nature of the
Event of Default. Owner shall have runety (90) calendar days from the date of receipt of
thi� written notice to fully cure or have cured the Event of Defauli. If Owner reasonably
believes that Owner wi�l req�ire adclitional tim� to cure the Event of Default, Owner shall
prompily notify the City in writing, in whic� case (i) after advising the City Council in an
apen meeting of Owner's efforts and intent to cure, O�vner shall have one hundred eighty
(180) calendar days from the original date of receipt af the written noiice, ar (ii) if Owner
reasonably belic:v�s that Ow�ier will require more than ane hundred eighty (1$0) days to
cuxe the Event af Default, after advising the City Council in an open rneeting a� Owner's
efforts and intent to cure, such additional time, if any, as may be offered by the Ciiy
Council in it� sole discretian.
Tarranf County College Disfricf 9 �
Consenf fo Tax Abate�menfs
4.3. Termina�ion for Event of Default and Pavment of Liquidated Dama�es.
If an Event o�Default has not been cured wi�hin the time frame specifically allowed
und�r Sectian �.2, the City sha11 have the right to terrninat� this Agreement immediately.
Owner acknowledges and agrees that an uncured Event of DEfault will (i) harm the City's
economic development and redevelopment effarts on the Land and in the vicinity of the
Land; (ii) require unplanned and expensive additional adminisira�iv'e oversight and
involvement by the City; ar�d (iu) otherwise harm the City, and Owner agrees that the
amounts of actual damages therefrom are speculative in nature and will be difficui� or
impassible to ascertain. Therefare, upon termination af this Agreement for any Evant of
Default, Owner shall pay the City, as liquidated damages, all taaces that were abated itn
accordanc� with this Agreement far the year in which the Event o�' Default existed and
which othernvise vvould have been paid to the City in th� absence of this Agreement. The
City and Owner agree that this amaunt is a reasonable approxirnafion of actual damages
that the City will incur as a result of an uncured Event af Default and that tlus Seciion 4.3 is
intended to provide the City �vith compensation far actual damages and is not a penalty.
This azxzount may be recovered by ttie City thraugh adjustments made to Owner's ad
valore�n property tax appraisal by the appraisal district tha� k�as j�.trisdiction over the Land.
Otherwise, this amount sha11 be due, owing and paid to the City within sixty (60) daqs
following the effective daie of termination of this Agreemant. Iti the event that all or any
portion of this amount is not paid to the City within sixty (60} days fallowing the effectiva
da�e o� termina�ion of ihis Agreement, Owner shall also be liable for all pena.l.ties and
interest on any outsianding amount at the statutory rate far delinquent taxes, as determined
by the Cade at the �ime of the payinent of such penalties and interest (curren�ly, Section
33.01 of the Cade).
4.4. Termination at Will.
If �he City and Qwner rnutually determine �hat the development or use of the Land
or the anticipated Required Irnpxavements are no longer appropriate or feasibfe, ox thai a
higher or better use is preferable, the City and Owner may terminate f.has Agreement i� a
urritten fortnat that is signed by both parties. In this event, (i) if the Term has commenced,
the Terim shall expire as af the �ffeciive date of the terminaiion of this Agreement; (u) there
sh�11 be no recapture af any ta.xes previausly ahated; and (iii) neiiher party shall have any
fi�rther rights or obligatians hereunder.
�. EFFECT OF SALE OF LAND ANDIOR REOUIRED IMPROVEMENTS.
Thzs Agreement sha.11 be binding on and �ure to the benefit of the parties, their respective
successors and assigns. Provided that TLC is not in de�ault at the time, TLC may assign all or
part of its rights and obligations hereunder wi�hout the approval or consent o��e City,
Tarranf County College Disfricf 92
Cons�nt fo Tax Abatemenfs
6. NOTICES.
All written notices called for or :requixed by this Agreement shall be addressed to the
following, or such other party or address as either paxty designates in writing, by cerkified mail,
postag� prepaid, or by hand deli�ery:
City:
City of Fort Worth
Attn: City Manager
100Q Throckmorton
Fort Worth, TX 76102
Owner:
TLC Green Property Associates I, L.P.
Atin: Tony Landruim
S 12 Main St., Suite 1500
Fort Worth, TX '76102
with copies to:
ihe City Attorney and
Econornic/Community Develaprnent
Directar at the same address
'�. NIISCELLANEOUS.
7.1. Bonds.
with copies to:
Dee S. Finley, Jr.
Harris, Finl�y & Bogle, P.C.
777 Main St., Suite 360fl
Fort Worth, TX 76102
and
Barry P. Marcus
Greenfield Partnet�s, LLC
50 North Water Stxeet
South Norwalk, CT 06854
The Required Improvements will not be finaxiced by t� inerernent bonds. Tlus
Agreement is subject to rights ofholders of outstanding bonds of the City.
7.2. Conflicts af �nterest.
Neit�er the Land nor an� of the Required Improvements cavered by this Agreement
are owned or leased by any member of the Ci�y Council, any member of the City Plan ar
Zoning Commission or any member of the governing body of any taxing units in �he Zone.
Tarrant Counfy College Districf 93
Consenf fo Tax,4batements
7.3. Conflicts Between Documents.
In the event of any conflict between the body of t.�is Agreement and Exhihit LLC",
the body of this Agreement shal� cont�ol.
7.4. Futur� Aunlicatiora.
A portion or all of the Land anc�/or Required �amprovements may be eligible for
complete or pa.rtial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement sha11 not be construed as evidence that such exemptions do
not apply to the Land andlor Required Improvements.
'�.�. Citv Council Authorization.
This Agreem�nt was authorized by the City Council through appraval Mayor and
Council Communicatian No. ] 9479 an Febntary l 8, 2Q03, vwhich, among otl�er things,
authorized the City Manager to execute this Agreement on behalf of the Cify.
i.6. Estonuel Certificate.
Any party hereto may request an estoppel certificate from another party hereto so
long as the certificat� is r�quested in conneciion with a bona. fide business purpose. The
cerfiificate, w�iich if requested will be addressed ta the OwnEr, sha1l include, but not
necessarilybe limited to, staternsnts tkxat thi.s Agreement is i�n full force and e�fect without
default (or if an Event of Default exists, the nature of the Event of Default and ctzrative
acti.an taken and/or necessary to effect a cure}, the remaining term of this Agreement, the
levels and remaining term of the Abatement ia� effect, aa�.d such other maiters reasonably
requasteti by the party or parties to receive ihe certificates.
7.7. C}wner Siandin�.
Owner shall be deemed a propez and necessary party in any litigation questioning or
challenging the va.lidity of this Agreement or any of the underlying la�crs, orclinances,
rasolutions or City Council actions auihorizing this Agreement, and Owner sha1� be entitled
to intervene in any such litigation.
'�.�. Venue and Jvrisdiction.
This Agreement shall be construed in accordance with the laws af the State of
Te�as and applica.�aie ordinances, rules, regulations or policies of the City. Venue for any
action under this Agreement sha111ie in the State ]3i.sh'ict Court o� Tarrant County, Texas.
This Agreement is performable in Tarrant County, Texas.
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Gonsent fo Tax Abatemenfs
7.9. Recordation.
A certified capy of this Agreement in recardable form shall be recorded in the Deed
Records of Tarrant County, Texas.
'�.10. Severabilitv.
Ii any provision af tliis Agre�rnent is held to be invalid, illegal or unenforceable,
the vaXidity, Iegality and enforceability o� the remaining provisions shall not in any way
be affected or impaired.
7.11. Headings Not Controllin�.
Headings and titles used in ihis Agreement are for reference purpases only and
sha11 not be deemed a part of this Agreement.
7.12. Entiretv of Agree�nent.
This Agreement, including any exhibit� attached hereta 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 contempor�.neous oral or written agreement is hereby
declared null and void to the extent in conflict with any pro�vision of this Agreement.
This Agreement shall not be ame�ded unless executed in wriiing by both parties and
approved by the City Council. This A�reement may be executed in muliiple
counterparts, each o� which shall be considered an ariginal, but ail of which shall
eonstitute one instrument.
7.13. Amendment.
Own�r.
This Agreement may be amended only by the written agreement of �he City and
IN VVITNESS WHEREOF, the undersigned have caused this Agreernent to be executed
as of the later date below:
Tarran� County College Districi � 5
Con�enf fo Tax Abafements
CITY OF F(JRT WORTH:
By:
Reid Rector
Assisiant City Manager
Dafe:
ATTEST:
By:
City Secretaty
APPROVED AS TQ FORM AND LEGALITY:
:
Peter Vaky
Assistant City Attorney
M & C:
TLC GREEN PR�PERTY ASSOCIATES I, L.P.:
By: Greenfield TLC GP, LLC, a Delaware limited
liability company and Own�;r's general partner:
:
Ba�rry P. Marcus
Senior Vice President
ATTEST:
:
Tarranf Counfy College Disfrict �6
Consent fo Tax Abafem�nfs
STATE OF TEXAS §
COUNTY OF TARR.ANT �
B�FORE ME, the undersigned authority, on this day personally app�ared Reid Rector,
A�sistant City Manager a� �he CITY OF FORT WORTH, a municipai cnrporation organized
under the laws af the State of Texa�, known to me to be the person and officer whose name is
subscribed io the foregoing instrument, and acknowled�ed to me that the same was the ac� 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
#he CYTY OF FORT WORTH for the pluposes and consideration therein expressed and in the
capacity therein stated.
GNEN UNDER MY I-IAND AND SL-�AL OF OFFICE this day of
, 2003.
Notary Public in and for
the State of Texas
Notary's Printed Name
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared Barry P.
Marcus, Senior Vice President of Greenfield TLC GP, LLC., the general partn�r of TLC GREEl�
PROPERTY ASSOCIATES I, L.P., Irnown to me to be the person whose name is subscribed to
the foregoing instriun�nt, and acknowladged ta me that he executed the same for fi11e purposes and
consideration therein expr�ssed, in the capacity therein stated and as the act and deed of TLC
GREEN PROPERTY ASSOCIATES I, L.P.
GIVEN LTNDER MY HAND AND SEAL OF OFFICE tlus day
of , 2003.
Notary Public in and for
the State of
Notary's Printed Naxne
Tarranfi County College District 97
Consenf fo Tax Abafemenfs
RESOLUTION
PARTICIPATION IN TAX ABATEMENT AGREEMENT BETWEEN
TLC GREEN PROPERTY ASSQCIATES �, L.P., AND THE CITY OF FORT
W4RTH; TEXA.S
WHEREAS, TLC Green Property Associates I, I..P., a'Texas limited partnership
acting by and tY�rongh Barry P, Marcus, th� duly authorized Senior Vice President of
Greenfield TLC GP, LLC. a Delawar� limited liability cornpany and Ownez's general
partner, (hereaiter referred to collectively as "Owner"), plans to red�velog certain
improvernenfs on real property under contract for puxchase, more pasticularly descri�ed
in the Abatement Agreement attached hereto and incorporated hezein by reference ("Real
Property"},located in the Ci�y af Fort Worth: and
WHEREAS, the Real Property is located within the Tarrant County Haspital
District, a political subdivision of the State of Texas, which Real Pzoperty is located
wiihin the City of Fort Worth; and
WHEREAS, the REaI Property and all improvements and tangihle personal
property therean, whether now existing or hereinaf�er to be constructed or installed, are
subject ta ad valorem taxation by the City ofFvxt Worth and the Tarrant County Hospital
District; and ,
WHEREAS, the Real Property and aIl improvenr�ents therson are Iocated in the
City.of Fort Worth Rein�estment Zane No. 42 (the "Zone"), a reinvestment zozie for the
purpase af tax abat�ment as authorized by Title 3, Chaptez- 312, Subchapter B, of the
Texas Tax Code, as amended (the "Code"); and �
WHEREAS, the Zone is an o�erlay within an existing tax increment
reinvestment zane, Tax Increrxient Reinvestment Zone Number ThreE, City of Fort
Worth, Texas (th� "Downtown TIF"}.
WHEREAS, the City of Fort Warth has approved a municipal Tax Abatement
Agreement as to fihe Real Property and certain irnprovements therean and because fhe
R�al Property is wi#hi.n the Dawzrtown TIF, said Ta�c Abatement Agreement requires the
approval of those taxix�g units participating in funding o� the TIF in order to be effective;
and
WHEREAS, the proposed Tarran.t County Ta�c Abatement Agreemenf with the
Owner calls far th� redevelopment of the Real Property as a high-rise residential
apartznent andlor candominiu�n tower consisting of at least Z00 zesidential units
occupying at least 300,000 s�uare feet of space and af Ieast 2D,000 square feet of space
far stze.et le�el retail business at an estimated construction cosi of $50,000,000, with
substa�tial completion by rune 30, 2005: and �
WHEREAS, the proposed Caunty Tax Abatement �greement (th� "Agzeement")
with the Dwner is cnnditioned upon certain perforrnance criteria as set forth in the
Abatement Agreement �as az�ended on March I 1, 2003) attached hereto as Exhibit "A";
and
WHEREA�, Tarrant Coun#y Commissione�s Court and the Board of Managers af
the Tarrant County Hospital Di.strict have been zequested by the Ownar to take the steps
required pursuant ta the Code to permit tax abatement with respect to that portio� af the
R�a.� Property and th� improvements thezeon which are subject to the t�ing jurisdiction
of Tarrant Caunty and'the Tarrant �ounty T�3ospital District, and �as fiarther requested that
Tarrant County enter in th� Agreeinent an its azzd the Tarrant County Hospital District's
b ehalf;
W�EREAS,. on �he 8th.day af May, 2001, �'arrant County passed_Caurt Order
No. 85234 re-adopting the Tazrant County Tax Abatem�nt Policy Statemerit Guidelines
and Criteria �or granting ta�c a�atem�nt in reinvestment zones in Tarrant County; and
WHEREAS, an the 25tr day of February, 2003, Tanrant County passed Court
Order No. $9d12 and axnended that arder on the 1 Ith day of March, 2003 with Order 1`�To.
$9763 appraving Tarrant County's and Ta�rrant County Hospital Dist�ict's participation
with.the City af Fort Worth in the abatement of ad valorem taxes on eligible real property
amprovements made by TLC Green Prapez-ty Associates I, L.P. for a period of ten yea�rs at
a maxinnum rate of 94% and ap�roving a resolution certifying Tarrant County's
agreement to participate in t�.e tax abatement for TLC and autharizing the County Judge
to execute the County tax abaterrient agreemer�t, attached her�to as Exhibit
�rB,,.
�
NOW, THEREFORE, TT IS HEREBY �RDER�D, ADJUDGED A.ND DECREED
by the Board ofMana�ers afthe Ta.rrant Caunty HospXtal District:
1. That all recitals forth �n the preamble are hereby faund to be tr�e and
correct;
2. That the Tarrant County Commissianers Court sha11 have prudantly
review�d each tax abate�nent agreement approved by a municipality
having taxing jurisdiction with zespect ta �raperty located in Tarrant
Caunty and within a reiuves�ment zone designated by such municipality;
and according to the adopted guideline� and criteria for ta�t abatement of
Tarrant C�ouri.fiy, shall pnxdezatly reviev�r an.d cQnsider each proposed
Tarrant County tax a.batement agreement providing participation in tax
al�at�me�t with a municipality; and shalZ, solely at its discreizon, approve
- thase tax abatement agreernen�s that it finds meet all constitutional and
statutory criteria and requirezn.ents, and which it finds ta be in the b�st
interest a� the taxpayers and citizens o�' Ta.z�rant Caunty;
3. That the Tarrant County Commissianer Couri, an beha�f af Tarrant
County and th� Tarzant County Hos�ital District, taxi.xig entities
participating in the funding of the Downtown TJF, has approved the Tax
Abaternent Agreement entered into �y the City of Fort Warth and TLC
Gzeen Pxoperty Associates I. L.P.; and
4. That the Tarzant County Commissioners Court, by ente�ring into the
Agreement attacned hereto as Ex�iibit "A" finds the terrns and conditions
af the Agreernent substantially meet its guidelines and criteria; that the
Agreement for the abatement vf Coun�y and Ho�pital District taxes has
been approved; and that the Tarrant County Hospital District hereby
approves the Tax Abatement Agreement enfered inta by the City of Fart
Worth and TLC Green Property Associates I, L.P.
PASSED AND APPROVED, this 14th day o� March, 2003.
� ���/ �
Haroid Samuels
Chairman, Tarrant Couzity Hospital Distnict
Baard af Managers
ATTEST:
� —
Ronald Paiterson
S ecretary
APPROVED AS TO FORM:
. � ���
Allan S. Graves
Assistant Disirict Attarrzey
������� � p � q t
� � ! ��
� .-
STATE OF TEXAS § '�'.AX ABA'z'EMENT AGREEMENT
COUNTY OF TA�.RANT� § TLC GREEN PR.�PERT'Y ASSOCZATES X, L.P.
This Tax Abatement �Agresment (the "Agreement") is entered into by and between
TARRANT COLTNTI', TEXAS ("Caunty"), duly acting �herein by and through �its County
7udge, 'and TLC GREEN PROPERTY ASS4CTATES Z, L.P. ("Owner"}, a Texas limit�d
partners�iip acting by and through Bazry P. Marcus, the duly authorizecl Senior Vice Pzesident of
Gzeenfield TLC GP, LLC, a Delaware Iianited liability company and Owner's ,general partner.
WHEREAS, on the 8th, day of May, 2001, tY�e Commissioners Court of Tarrant County,
Texas ("Cammissioners Court") adopied Court Order No. �85234, re-adoptir�g th.e Tarrant County
Tax Abatement Polzcy, Guzdelines and Criteria (the "1'ol�cy StaCement"}, attached hereto and
incozpora�ed herein as .Exhibit "A"; and �
WHEREAS, the Policy Statemen� constitutes appropriate "guidelines and criteria"
governing tax a3�a#ement agxe�ments to be entered into by the County as co�ternplated by Chapter
312 of the Texas Ta,e Code, �s amended (the "Code"); and
• WHEREA,S, an the 1 ith day of February, 2Q03, the Fort Worth City Council adopted
��- Ordinance Na. 15436 (tE�e "Ordinance") esiablis�iing Tax Abatement Reinvestment Zone No. 4�2,
City of Fort Worth, Texas (the "Z�ne"). Ths Zone is an averIay within an ex�isting tax iz�crement
� reinvestmej�t zane, Tax Increment� Reinvestment Zone Numb�r Three, City vf Fari Warth, Texas
(th� "Downtown T]F"}; and �
.'�4'�ZEREAS, affliates of Or�vner h;ave contracted to purchase certain xeal property and �he
real proper�y iznprovement thereon, more particularly described in Exhibit "B" attached hereta and
incorporated herein by referenc� {the "Premises"), Iocated totally within the Zon�; and
WHEREAS, Owner plans to construct tI�e Required Jmprovements, as d�fined in Article
I.A. �f this Agzeement, in order ia redevelop improvements on the Premises as a l�zig�.-rise
residential apartment an.d/�r condaminium iower with street level retail and an adjacent vehicuIar
parking garage �the "Project"}. • �
WHEREAS, Owner submitted an applicatian for tax abatement �to the County concerning
the �ontemplated use of the Premises (the "Application for Tax Abatement"}, attached hereto and
uicorporated herein as Exhibit "C"; and
tiVHEREAS, t�ie Comz�nissioners Court finds Chat the conterr�plated use of the Premises, the
Requixed Improvements {as hereinaf�er defined) and the terms o:f this Agreement are consistenC
with encouraging development of the Zon� in accordance witk� the purposes for its creation and are
in campliance with tlxe Policy Statement and other applicable law;
NO'W, THEREFORE, the �County an� Qwn�r, far and in consideration of -the premises
and fhe prflmises contained heretn, do hereby contract, cavenant and agree a� foIlows: '�
�
F?�� Y �f 1�
I.
O'GYNER'S COYENANTS
A. Owner sha�I redeveIop, or cause to be redeveloped, improvements cuz�ently Zocated on
the Premise's as a higlx-rise residenkial apartnnent and/or condominium tower {the "Tower") {i}-
with at �east 2Q0 residential units occupying at least 30Q,p00 square feet of spac�; (ii) with at
least 2�,Q00 square feet of space for street level retail business; and (iii) having a minimum
�. . Constt-uction Cost upon campleEion of $50,4Q0,000 (collectively, � the "Required
Improvements"). The kind, number and , location of the Required Improvements are more
particularly described in tl�e AppIication for Tax Abatement. Minor variations in tb,e Required
Improvements from the description provided in the Applicatian for Tax Abatement shall not
constitute an Event of Default, provided that the conditions in the first sentence of this Paragrap�
, A are met and tE�e Requ�ixad improvemei�ts are used �or the puzposes and in the rnanner described
i,n the Application for Tax Abatement, Exhi�it "C". For purposes of this Agreerr�ent,
"Construction Costs" s�aall mean site development costs, actual canstruction costs, including
contractor fees, t,�e GOSt5 Of 5u�]plle5 ancl rr�ate�ia�s, t}J.e COS�S Of teriSllt �1i115�1-D13t5, engineering .
• fees, architectural� �ees, Iegaf� f�es and other professianal, development and permitting fees .
expend�d directly in coiznsctian �,vith the Pro,�ect. The County recognizes that Owner will
-� � request bids fram variaus contractors in order to obtain the lowest reasonable price for khe cost of
••�� the Project. Tn the event tbat bids f�r the Project.are below $SO,DOO,DOQ for work substantially
Che.same as that provided in Exhibit "C" and oihezwise described in this Agreement, tbe County
. wii2 negotiate with Owner in good faith an amendment to tliis Ag�r�ement so ,that Owner is nat in
de�ault for its failure to expend at least $SO,Ofl0,000 on the Project, with #he understanding that
the County's staff will recommend, but cannot g�arant�e, appravai a#' such amendment by the
Commissioner Caurt. Nothing in this 5ection �.A.� shall be deemed to �stablish or affect the
taxable appraised value of the Premises: � � �
B, �wner agrees to �mdertake construction of the Required Zmprovements in accordance with
the repr�sentation set forth in Exhibit "C". Otivner couenants that constzuction of all Required
Improvements shaII be substantialiy completed on flr before .Turie 30, 2005 unless deIayed because
of �orce Ma�aur�, in tivhich case the June 30, 20.05 dat� s�,alI be extended by the number of days
cornprising the specific Fore� Majeure. For purposes of this Agreemerit, "force majeure" shall
mean an event beyond Ovvner's reasonable control, including, without limitation, acts of God,
fires, strikes, national disasters, wars, riots and maierial or labor restrictions, delays caused by
t�nforeseen structural issues, weather de�ays, unr�asanable delays by the City in issuing any
permits ar certificate of occupancy with respect to the Required Ir�prav�ments or inspeeting -any of
the Required Impro�ements, or delays caused by unfores�en construction or site issues, but shalI
not inclucie canstruction cfelays caused due to p�rely financial matters, such as, without
limitation, delays in the obtaining of adequate financing, �
C. Owner covenants that th� Required Jmpzovements sha11 be construcfed in accordance wath
the description of tha Project set forth in the Application for Tax Abaternent, Owner covenants
that the Premises shall be operated and main#ained for t�se� as residential apartments for rent at�
maricet rates for the same or similar apartments, or condominiums available for rent or sa�e, with
approximately 20,000 square feet of space dedicafied to street level retail business and other
commercial puiposes and no rr�ore than 40,000 square feet of space dedicated for affice use, and
�?�e2o�'12
otlaerwise in a manner that is consistent with the general purposes o� encauraging development
ar redevefopmenfi of the Zone, Owner covenant� to comply. with and satisfy aIl of th� provisions
and requirements for the Projeci applicable to such �party as set forth in the Application for Tax
Abatement. . �
D. Owner covenants that throughout t�e Abatem,ent Term, the Premises and the Required
improvements thereon shall be operated and znaintained for the purposes set forth herein and in a
manner that is consistent wikh the general purposes of encouraging development of t�e 2one,
except as othe�vise autharized or madified by this Agreement.
II. .
GENERAL �ROVZSZONS
A. The County has adopted guidelines and criteria gove�-ning tax abatemenE agreements for the
County and rr�ay enter into this Agreement contain��lg tlze tenns set forth herein..
- B. Tkae Premises are not an impraverr�ent proj ect financed by tax increment bonds.
C. ° Neither t�e Prernises nar any af the. Improvements covered by this Agreernent are owned or
leased by any member of the Cammissioners Court, or any member o�' ihe gaverning body of any
taxing units joining in or adopting th�s Agreement. ,
D. This Agreement is subject to rights o#'hoIders of outstanding bands of tlie County.
E. A partion or all of th.� Premzses and/or improveenents thereon may be eiigi�Ie #'ar complete
or pariial exemption frQm aa valorem taxes, as a resu�t of existin� Faw or future Iegislation. This
Agreement is ,nat ta be construed as evidence �hat such exernptions do not appIy ta the Premises
and/or Req�ired �znprovements thereon. �
II�.
A1iA,TEMENT TERMS AND CONDiTIONS
A. Provided that �wner has cltised an its purchase of the Prernises and subject to campliance
rviCh the tez�r�s and conditions of this Agreem�nt, County hereby grants to Dwner a real property
tax abatement ("Abatemenk"), as it relates to Tarrant County and Tarrant County Hospital District
ad valorem taxes, on the Premises and tk�e Reqvired Improvements Iocated �hereon. Owner
understands and agrees that tangible p�rsonal property Iocated on the Land will not be subjec� to
tax abatement under this Agreemezzt. Notwitl:standir�g anythi�xg tlxat niay be irrterpreted fo tl�e
co�ztrary in tlxis Agreen:elit, becaiise tlie Pre�rYises is Iocated in t/re Do�vr�town T.£F, t]7is
Agreely3e�:t will not he effective crr�less appraved by tlie Board of Direcfors of tl�e DvYv�ztofvrt
TIF a�:d Ehe governing hocfy of eacl� ta.�rirzg tL11Yl t�1Clf (��fJ051t5 Oi• has agreed fa deposit trrx
irrcrelr�ey:1 into tl�e fiuzd of tl�e Dorv��torviz TIF, as pr-avided by Secttan 3.II.O.I25 of f17e Cade.
B. The amour�t of the Abateznent shall be based upan a perce�ltage of the increase in vaiue of
the Premises and tk�e Required Tmprovements locafied t�7erean over their values Qn January 1,
9
Page 3 of I2
2a�3. SubjEct to Section III,B.4., the Abatement percentage rnay range up to a iz�.aximum of
90°/a of the increased value annually, and shall be calculated as set forth below:
�. Base Aba#ement. �A Base Abatement value af eightypercentage points (80 %) wilI be
granted, subject to Owner meeting the minzmum performance requirements as follows:
a} Tlae substantial construction andlor installatian of tb�e Req��red Tmprovements
with a cost upon. cornpletion af at least $50�,OOO,dQD, subject to provisions set
forth in Article X ;
b) The employment of Tazrant County reszdents for a minimum twenty-fve .
percent (25%) of any Full-time Equivalent .iobs provided by the �wner within the
Premises �u.ring the Compliance Auditing Term .of the Abatement. For purpose�
of this Agreem�nt, a"Ftil1-tim� Equivalent Job"� sfiaIl rnean jobs filled for a.period
of not Iess than forty (40) hours per week or another measurennent used to� define
fi�il-tirzie equivalent empIoyment by Owner in accordan.ce wiih its then-current ,
corporate-wide personnel policies and regulatiozas.
, � c} The use of Tarrant County and Disadvantaged Business Ente�prise (DBE)
- �• contractors, (i) far construction of the Req�ired Impravemer�ts and any other � .
constructed improvements during t�e CampIiance Auditing Terrn, and {ii) far the
- provision of annual suppky and services contracts .within the Premises, at the � ;
minimum requiremenks as set fart�, in the Policy Statement �25°/fl ai total costs
with Tarrant County contractors and 15% of kotal casts with DBE contra�ctors).
As used herein, the term "Tarrant County Contractors" shall mean any corparation,
partnership, limited liabiIity co�npany or sole proprietflrship m.aintaining an
addressed office tivit�ain Tarrant Caunty fram which it cor�ducts all ar part of its �
busaness opera[ions. As �:ised herein, "an.nual supply and services contXacts" shalI
mean those customary supp�ies and services p�rchased by Owner far the
operation and maintenance . of the facility and Premises, including, w�thaut
�irrsitation, office supplies, production equipmenf and suppIies, landscaping �
�s�rvices, janitorial and maintenance servaces. For t�e purposes of computing
Tarrant County and DBE contracting percentages, thase supplies and services t�at _
are soie-saurce i�ems or t�e purchase oi which is based on a company wide
purchase agreernent that is not specif c to or contralled by t�e Iocal division of tfie
company iocated on t�ie Premises, may not be included in total cost� of annual
supply and services contracts. �
Upon Owner"s written request, the County will advise Owner as to whether any given entity is a
Tazrant County Contractor or a Disadvantag�d Business Enterprise far purpases flif this Article
uz.s.�.
Detarmination of cornpliance with the employrz�.ent requirements of this subsection shall b� based
on Dwner's emp�oyment data on Aug�st I of each calendar year. DeCermination of eompliance
with tbe construction contracting reqttirements for t�� Required Improv�ments sha]I be based on
spending during the period of time prior to and including the date o�' completion of the Required
�
Page 4 of 12
�nprovements, as set forth in Arti�Ie �I. Dekermination of compIiance wit�, the annual supply and
servzces contracting requ�rements shall be based on s�endazxg for the entire calenda� year.
2. Reduction in Abatement Percer��age. Use of DBE contractors for less than 5%,
ar use of Tarrant County contractors for less than 15°/a, v#' total canstruction or supply
and services contracting costs, as set forth� in Article III.B.l,, will resu�t in tk�e reduction
of the alaatement to zero percent (0°/a) in any year in whick� the �these req�irements are not
met. However, the Abatement pezcentage wiIl be reduced in any year in which the Owner
does not meet the contracting requirements prescribed in Articie IiI.B,I., :Eor each itern
nated, based upon the following: �
a) � For use of DBE consttuction contractors for less than 15%, �but equaI to or
� greater than� 5%, of the tatal eonstruction costs., Owner wz�l receir�e a reduction of
� ' • � � 5% Abaternent; �
� � �• b) For use of DBE, contractars far less tl�an 15%, but equal to or �reater than
�� . � 5%, of total annua� supply and services cantracti.ng costs, Owner wilI receive a
�� separate reduction of S% Abatement; .
c) For 'use af Tazxant County contractars for less than 25%, but equal to �r ,,
greater than �5°/a, of the total constz�ction contxacting costs, Owner will recaive a•
separate reduction af 5% Abatement; . , .
d) For use of Tarrant County contractors fvz leSS than 25°/a, but .equal to or
�reater than 15%, of tatal armual supply and services contracting costs, Qwner
wi�1 receive a separate reduction of 5% Abatement. �
3. Additional At�atement. In any year that Qwner recei�es an Abatement percentage
of more than zero percent (D°/a) under 5ections III,B.1 and III.B.2., Owner may receive up
ta an additional ten percentage paints (10%). of Abaterz�.ent; based upon the fol�awing:
a} For Full-time Equivalent Jobs employed .on the Premises in excess af 25
jabs, whether employed by Own�r or a]essee of a partian of the �'remises, an
additiona] five �ercent (5%} Abate�nent wil! be granted
b) For use of either Tarrant County, contractors or use of DBE contractors in
excess of th� minimum requirements set for the in Section iII.B.l. for tatal annual
supply and services contracting costs withzn the Premises, an additional five
percenk (5%) Abatement will be granted. �
c) The additionaI Abatemenf amaunt aliawed �nder khis subseciian �.B.3. Es
capped at ken (IO%).
�) Determination of compliance with the employment goa�s of this subsection-
�Rall Ue based on Ovvner's ernployrz�exat data on August I of eack� calendax year.
Pa�e �.of I2
4. Abatement L'rmitatian. Notwikhstanding anyt�ing that may be interpreted �tfl the
.contrary in this Agreement, Owner's Abatement in any g�ven year shall be based on the
increase in valu� of the , rea� praperty at the Premises, includir�g the Required
Iznprovements, over its value .for the 20�3 tax yeaz, up to a maximum of ninety percent (
90%) of $200,OQ0,000. In other words, by way of example on�y, if the increase in value of
�the Pramises, including the R�quired Impravements, in a given year is $225,0OO,OQO over
tE�e value of the I'remises for the 2003 tax year, Owner's Abateznent would be limited to a
maximum, Abatement of 90% of �200,000,000 for that year, and taxes would be due on the
$45,00O,OOQ in excess value.
C. Owner shall have the right to protest and cantest any or aIl appraisals or assessments of the
Premises and/or improvements theraon.
D. January 1 of the year fallowing the year in which a final certificate of occ�pancy is is�ued
by the City of Fort Worth for th� Rec�uired Tmprovements wil� constitute tbe start of auditing for
compliance of this Agreemenk ("Compliance �,.uditing Term"). Taxes will not be abateci during
�� the first year of the Complianc� Auditing T�rrn. Th� term of the Abatement ben�fit (tha "Term")
shall begin on 3anuary 1 of the year following tl�e year that the Compliance Auditing Term begins
(the "Abatement Begizkning Date"). Unless saoner terminated as herein pravided, �he Term and
the Campliaaice Auditing T�rm shall �nd oii the Decembar 31st irnmediately preceding their
respective tenth (10th) anniversaries. � , �
E. Failur� ta achieve the num�rical requirements �'or.Tarrant County and DBE construction •
and supply and services con�a�t spending as set farth in this Article �� sha]I not canstiiute an
"Event af Default" as defined in Article V of this Agreernent. .The cure pe.riads and reinedies set
foxfih in ArticIe V related to �vents of Default sIiall therefore na# apply, and it is understood and
agreed that the result o� failuze to meet the numeri�al requzrezrnents shall be #�ie reduc�ion in the
Abatement percentage as s�t �artl� in Article Iu.B.2., for any year in which the minimurn Tarrant
County and DBE construction an�. supply and services caniract spending requirements, as set forth .
in Article III.B., are not met. Witl�in fourteen (14) days fol�owing noti�cation of reduction in the
Abatement, Owner may appeal the percentage reductio�n to Commissioners Court in wnting,.
providing justification for �ailure to meet requirements and .a strategy for rec#if cation. The
decision af the Commissioners Court shall be final.
. IV. ,
RECQRDS, ALTDITS AND EVA,LUATION OF PROJECT
A. County shall have the right to audit the financial and business records of the Owner which
relate to the Abatexnent terrr�s and conditions in order to determine compliance with this
Agreemenk and the correct percentage of Abatement. The County shall azuzualiy {or such other
times deemed appropriate by the County) evaIuate tl�e Project �o insure cornpliance wzth this
Ag�'�ement. On nr be#'ore the :Follorving April Ist after every year o� the T�rm, awner shall
pravide information and docurrtentation which dekails 4wner's compliance with each applicable
tertn of this Agreerrkent for the preceding caIendar year. Failure ta provide this infornlation as
reqt�ested shall be considezed an e�ent of default. The informatfon shall b� submitted to tbe
�
Page � af 1Z
County at the address pro�ded in Article VII, and shall izaclude, but nat be limited to, the
fallowing: .
(i} an August 1, ai the preceding cal�ndar year, the total nurnber o� Owner's
employees who woxked on the Premises, and the number of employees who were
Tarrant County residents. These jabs shall be reported in jab cfassi�cations
appropriat� to the emplayees;
{ii} khe number and dollar amo�nts of all consia-uction contracts awarded an the
Project, and speci�'ying the number and dollar amounts to businesses ��hict� aze
Tarrant County contractors az�d DBE contractors;
{iii) �he gross dollars and supporting detaiIs showing t17e amaunts sp�nt b}r
�wner on annual supply. and services ,contracts, specifying th� number and daIlar
amounts spent �vitli Tarrant County contractors and DBE cai7tractors;
• � B. On or before August 1 o#'the taxable year, the Connty shall make a decision and ruIe on the
�•• actual annua] percentage of Abaternent for the �roject, based on the information furnishad each
year, and sha11 so notify the Ow��r. The actual percentage of the Abatement for a taxa�le year is
therefore based upon the Qwner's perfarmance, as applicable, far i�e greceding taxable y�ar with
regard to �the coinmitment categories as set fart� in Article In and the Application for Tax
Abatement {Exhibit "C"). Compliance wikh the employmen� requirements at'e ta be detetzriined
based on t}�e Qwner's empioyment data for August I of the p,receding calendar year, CompIiance
with the contract spending requirements are to be based on, spending for the entire preceding
c�lendar year. , �
C. �uzing normal off ce ��ours throughout the Term and ihe year following the Term,
providing �easonable notice is given to Owner, the County shalI have access ta the Prerrzises for the
purpose of inspecting tha Pren�ises and the Requirecl T�nprovements to ensure that the Requiz'ed
Improvem�nts or repairs are made in accordance witl� the specifications .�and canditzons of this
Agreement and to veri�y �t1�at the conditians of this Agreement are being complied witk�.
V.
B.REACH
A. In the event that (i) the Required Improvements for whicti the Abatement has been granted
are not eompleted in accardance u�ikh this Agreement; or (ii} the schedul� far completion of the
Requi.red Improvements ltsted in Article I.B. af tl�is Agreement is not satisf ed; or (iii) Owner
allows its ad va�orem real property kaxes with respeci to the Premises or the Frcrject, or its ad
valorem taxes with respect ta the taz�gib3e personal property thereon to becort�e delinque�at and fails
to timeIy and properIy follow the legal procedures for protest and/or contest of any su,ch ad
valorem real property or tangible persanal property ta�ces; ar {iv} Owner bzeaches any of the otller
tern�s or canditions of this Agreement, except as set farth in Article �II.E., t��en Owner shall be in
default of this Agreement (an "Event of Default")'. Sh�uld an Event of Default �occur, the County
5hall give Owner written nntice af such�Event af Defauit and if Owner has not cured such Event of
Default within ninety (90) days oi said written natica, t�ais Agreement may be te�rninated b�+ ttle
Page 7 of 12
County; provided, however, that if such Event o� DefauIt is not reasanably susceptible of cure
within such ninety {90) day period and Owner has commenced and is pursuing the eure of same,
then after first advising Commissioners Court of �the effarts to cure same, Qwner rnay utilize an
additional ni�ety (90) days. Time in additian to the foregoi.ng �$0 days may be authorized by the
Con�missioners Court. As liquidated damages for an Event of Default after the expiration af ttae
applicable riotice and cure periods, all taxes whiclx oti�ezwise wvuld have been pazd �o the County
for each year when an Event of Default existed, without�the benefit of Abaterrxent {after taking into
accaunt any applicable exernptions), wiIl �ecome a debt to the Caunty. Such amount may be
recovered by the County through acijust�nents rnade to Owner's ad �ralorem property tax appraisal
by t�e Appraisal District, or if not so recoverec� shalt be due, owing and paid to the Cownty within
sixty (60) days of the expiration of the above-mentioned app�icable cure peri4d(s) as tk�e sole and
excIusive remedy o� the Caunty, subject to any and. all lawful offsets, settlezr�ents, deductions, or
cred'ats to.which Owner may be entitled. In tt�e evet�t that such amount is not paid witllin sFxty (60)
days of the expiratian �of t�e ap�licable cure period, 4wner shalI iz� addition be liable for a11
•�penalties az�d interest on said� amount charged at the statutory rate for delinquent taxes as
determined b�r Section 33.01 of the Code, as in eff�ct�at the time of t�e payment of suc��geizalties
:, and interest. The parties acknowledge that actual darnages in the event of deiault and termination
would be specuIative.and difficult to determine.
B. iVotwit�standing the �'oregotng para�raph, if the County and Qwner rriutt.�ally determir�e
that the development or use of the Premises or Required Improve�nents as contemplated herein is
no Iong�r approp.�iate or feasible or tha� a U.zgher oz better use is prefera�de, the parties may
terminate this Agreement by a writing signed by both parties, the period of A�aatement shal] expire
as of the effective date of th.e termination, there slzall be no recapture of amaunts previously abated,
and neither, party sha�l have any furth�r rights or obligatiozas hereunder.
V�.
EFFECT O�' S�LE, ASSTGNMENT QR LEASE OF P�OPERTY
A. So long as Owner is not i:n default at the time, Owner may assign, transfer or sell al� or
part of its rights and abligakions hereunder {except with respect ta condominium transfers) to a
new owner of all ar a partion oi the Premises and/or Improvements, together with the Abaiement
flr a�propriate part thereof, �vithout the prior consent of the Commissioners Court provided
Owner notifes tl�e Commissioners Court of the name and address of the new owner within tl�ir#y
(30} days after the assignment, transfer ar sale, With resp�ct to assignments, transfers or sales of
eondominium units, prop�rly created under Texas law; {i) prior to issuance of a Certi�'icate of
Occupancy by the City of ForC Worth as to a conda�ninit�m unit, Dwner may not assign, transfer
or sel! any portian of the Abatem�nt to a tratisferee of suc�a coa�dorninium unit, ather than an
affiliate of 4wner, witl�out the priot written consent af the Comrnissioners Court, w�.ich consent
shall not be unreasonably withhe�d; (ii) after a Certificate of Occupat�cy has been issued by t�e
Ciiy ot' Fart Worth as to a condaminium unit, Own�r may assign, trans�'er or sell an a�propriate
portion af tha Abatement ta t1�e transferee of sueh candominiur,n u�it, wiEhout the prior approval
of the Comznissioners Court; and (iii) natwithstanding the foregaing, upon any as'signment,
transfer or sale of a condominium unit after its first sale by Owner to a person or entity rh�� ;� nat
an affiliate af Owner, the Abatement as to ti�e ca��dominiun� unit sI�a7I cease. �
�
Page 8 oi 12
B. All rig�its and obligations of Owner shal� he binding upon and inur� ta tlaeir respec#ive
successors and permi#ted assigns.
VII.
��OTZCE
A11 natices called for or required by ti�.is Agreement shall be addressed to the foliowing, or
such other party or address as either party designates in wnting, by certified mail posta�e prepaid
or by hand deIivery: _
OWNER:
TLC Green Prope�ty Associates I, L.P.
Attn: Tony Landrum
S I2 Main St., Suite 1500
Fort Worth, TX 76102
with addi�ianal Owner capies tao:
Barry P, lYlarcus and
Green#ieId Partners, LLC
50 North Water Street �
South Nozwalk, CT 06854
COUNTY:
Tarr.ant County
Attn: Cc�unty Adrr�inistratar
100 E. Weatherford, Suite 404
Fort Worth, Texas 75196
Dae S, Fanley, Jr.
Harras, Finley & Bogie, P.C.
777 Main St. � .
,Suite 36D0
Fort Warth, TX 76102
Vl�.
�CONiMZSSZONERS COURT AUTHORi�ATTON
�
This Agreement was approved and authorized by the Comrnissioners Court at its meeting
on ihe 25th of February, �003, tllroug� Court Order No. , autho�izing the County
.Tudge to execute this A,greamez�t on bei�alf of the County.
� IX.
ESTOPPEL C�R�'IFICA�'�
Any party hereto may request an estoppe! certificate from anather party heFeto so long as
the c�rtz�zcate is requested in connectzan with a bona fide business puzpose. The certificate, which
if requested will be addressed to the Otimer, shall include, but not � z�ecessarily be limited to,
statements that tlais Agzeement is in full force and eff�ct �vithout default (or if default exzsts the
naiure of default and cura�ive action, wl�ich s�ioul.d be undertaken to cuze same), the zernaining
terrn vf this Agreement, t�e levels azzd re�rtaining term of the Abatement in effect, and such otller
matters reasonably requested by the party(i�s} to receiv� the certificates.
�
�a�e 9 of 12
X. �
OWNER STANDIlYG
Owner, and its permitt�d assignees, as parties to this Agreement, shall� be deeme� a praper
a�-�d necessary garty in ai�y litigation questioning or chaIlenging tha validity of this �greement ar
any of the underiying court orders, resolutxons, or Commissioners Court actions authorizing sazrae
and Owner shall be ez�tztled to interven� in said litigation. �
xr.
APPLZCABLE LAW
This Agreement shall be construed under th� Iaws of the State of Texas. Venue for any
action under this Agreement s�ail be the State District Court of Tarrant County, Texas, T�.is
Agreement is performable in Tarrant Couniy, Texas.
XTI.
RECORDATI�N OF A.GREEMENT
A certified copy Qf this l��reement in recordable form shall be -recarded in the Deed
Records of Tarran� �County, Texas. , ,
XTI.L.
ANIENDMENT
�'his Agreement may be modifaed by the parties her�to ta qu��t_ude �ther piOYiSi0n5 �Vlllc$
could have originally been included in fhis Agreement or to delete provisions that we�e not
originally necessary to t�is Agreement pursuant to the procedures set forth in TitIe 3, Chapter 312
of the Code. �
(The remainder of this page left in#entional�y blanlc)
�
1'age i0 of 12
�
�
EXECUTED this �1 �ay of _�v�o�, 20Q3, by .Tarrant County,
Texas,
E�.ECUTED tb,is day of �?003, by TLC ��reen �
Property Associates I, L.P. (Owz�.er).
ATTEST:
��� �-- � .
County Cleric � �
AFPROVED AS 'Z'O FORM*:
A.ssistant District Attamey
Date:
T � NT COUNTY, TEXA.S
� ,�.�- � �
Tom Vandergriff, County ud
♦ i ,r
"�y laiv, fhe Disirict A11or.rrey's O�ce r�iay only advise or approve eonrrac�s or IegaC doccurrettls a� behaljof i!s ciienls. !t ���y
��o! advise o►• appraue Q conlracf or legal docun�en! o�t behalf ojoll�er parlies. Ocar View af ll�is doculnenl was cnxd�celed salely
fra+rr !he legal pelspeclive ojatrr clrenl. Our approval ajlhrs a`acumenl was offered sarely for the benefrt ojour efie�:1. Olher
parlies should r�al rely on lhis approva! and shoiald seek revlew a��d appr•ova! by their gwn respective allor��ey (s). .
. _ � TLC GREEN PR�PERTY
ASSOCLATES I, L.P.
By: GreenfieId TLC GP, LLC, a Delaware
Iirnited liabiIity cam,pany and Owner's
gen�ral partner .
�y.:
Bany P. Marcus
�enior Vice President
0
�
;�a�e 11 of 12
STATE QF TEXAS §
COUNTY QF TARRANT §
BEFORE ME, the undersigned authori�y, on �his day personally appeared Tom
Vandergri.ff, Couniy Juc�ge of Tarzant Caunty, knovvn to me to be ,�e person and o�ficer wbose
name is subscribed fo the foiregoi�ag iz�struraaent, and acknowIedged to me that the san:ie was the act
of the said TARR.A.NT COUNTY, TEXAS, t,hat he was duly authorized ��o perforix� the sam� by
appropriate resolution of the Commissioners Court of Tarrant C�Unty and that he executed tlae
same as the act of the said County for the purposes arid consideration tlzerein expressed and in �he
capacity therein stated. � .
GNEN UNDER MY HAI�D AND SEAL OF OFFICE this �_day of
c, r� � , 2Q03 �
� . �c r . t= �+-9-�,J
Notary Public.in and for
��e State of Texas I^'
C7ra/+r C� Il fLde(Gn
Notary's Printed Name �
�TATE OF
C�UN�"Y O�'
.
_ . :c��c;r�rs.��r�...�crocm
�. �4��.�r ':Fi�.C;� C.`- RHQD�N
. .k � �. N�fary Puhlu: .
����ti;• �• ST1{TE OF'iEXAS
�9/�. �F 1�� h�y r,crmm. Exu. a212a12045
V V WJV W V VVV V�]V�N�1�NV�'�ww
BEFORE ME, the �undersigned authority, an this day persor�aily ;�,ppeared Barry P. 11�.arcus, Senior
Vice President af Green�eld TLC G�', LLC, �Cnown to me to be t�e perso�x W�1Q3E name is
s�xbscribed to the foregoing instrument, and acknowledged to ine that he/she executed flie same fnr
the purpases and consideration therein expressed, in the capacity therein stated and as the act and
deed of TLC Green Property Associates I, L.P.
�NEN UNDEl� MY HAND AND SEAL OF OFFXCE this
of , 2Q03. �
Notary Put�izc in and for
the State of
Natary's Printed Nam�
day
Page I2 �f 12
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�ESOL�JT�OI�
� PARTICxPAT'ZON IN T.A� ABATEII�ENT
TLC� GREEN P�.OPERT'Y ASSQCXATES X, L.�., FORT WO�tT�
W�iEREAS, TLC Green Property Associates I, L.P., a Texas lirriited partnership acting by and
through Barry P, Marcus, the duIy authorized Senior Vice President of Green�eld TLC GP, LLC, a DeIaware
limited liabilitycompany ar�d Owner's general partner, (hereafter referred to collectivelyss "'�wner"}, plans ta
redevelop certain inapro�ements �n real property t�nder con#ract far gzu'chase, moi•e particularly described in
the 1�bate�nenk Agreement attached hereto and incorpora#ed herein by reference ("Real Property"), located in
the City ofFort Worth; and �
WHEREAS, Ehe Real I'roperty is Iocated within Tarrant County (the "Cbttnty"), a palitical subdivision
of the State of Texas, which Real Property is Iocated within the City af Fort Wo�h; and
WHEREAS, the Real Property and atl improvenients and tangible personaI pzoperty #�ereon, whether
now exist�ng or hereina�ter #o be constructed or instalIed, are subj ect t4 ad valoren� taxation by the City o#'Fort
Worth and� the County; and
WHEREAS, the Rea1 Property and all improvetnents thereon are t�cated in the City of Fort Worth
Reinvestment Zane Na. 42 (the "Zone"), a reinves�nent znne for the purpose of tax abaten�ent as authorized by
Title 3, Chapter 312, Subchapter B, af the Texas Tax Code, as amended (the "Coci�"}; and
WHEk�AS, the Zone rs an�over]ay within an existing tax increment reinvestment zone, Tax Increinent
Reinvestrnent Zone Number Tl�ree, City oiFort Worth, Texas (the "Downtown TLF").
WHEREAS, the Ciiy ofFort Worth has apgroved. a municipal Tax Abatement Agreement as to the
Real l'roperty an,d certain improvements #her�on and because the Real Property is within the Dowr►town'�F,
,said Tax Abatement A�greement requires.the app,roval of those taxingunits participating in fiinding af the T]F
in order to be effective; and '
WH�REAS, .the proposeci Tarrant County Tax Abatement Agreement with tf�e Owner calIs :for the
redavelopment of the Real Property as a laigh-rise residential apartment and/ar condominium tower consis#ing
vf at least 20Q resideniial units accupying at Ieast 300,000 square feet of space and at Ieast 20,Q00 square f�et
of space for street level retail business at an estimated, construction cost of $50,000,000, with subs#antial
completian by rune 30, z005; and �
�HEREAS, the propnsed County Tax Abaten�ent Agrecment (tha "Agreement") with the Owner is
conditinned vpon certain performance criteria as set forth in the Abatement Agreernent attaehed hezeta; and
�VHEREAS, the Coinmissioners Court has been requested by the Owner to take the steps required
pursuant to th�e Code to perznit tax abatement with respect to that portian of the Real Property and the
improvernents thereon which are subject to the taxing jurisdiction of the County and Hospiia� Dishict, and has
furtlaer requested that the County enter in tlic Agreement; and
WHEREAS, on the 8th day of May, 2001, the County passed Court Order No. 85234 re-adopting the
Tarrant Covnty Tax A6atenient Policy Statement Guidelines and Criteria %r granting tax abatement in
reinvestment zones in Tarrant County;
NO�V, THER�FORE, �T I5 HEREBY ORDER�D, ADJUDGED AND DECREED by the
Car�r�issioners Caurt of Tazrant County, �'exas:
, 1. That. a11 recitals set forth in the preamble are hereby found ta be true and corxect;
2. That the Comnussioners Court shall have prudently reviewed each tax abatenien# agreen�ent
approved by a municipality having ta7cing jurisdictian v�+ith respect to property located in the �
County and within a reinvestment zone desigriated by such municipality; and aceording to the
� adapted guidelines and criteria for tax abatement of the County, sha1Z prudently revzew a.nd
consider each propased County tax abaten�ent agreement providing participation in tax
abatement with a municipality, and shalI, salaly at its discretjon, approve those tax abatement
agreen�ents that it finds meet all constitutional and stati�tory criteria snd requirenlents, and
which iE finds to be in the best inkerest of the taxpayers and ciiizens of the County; and
That the Commissioners Caurt hereby finds that the terms and conditians af the Agree��e�nt
substantialIy meet its g�idelines ar�d criteria; that the Agreement far the abaten�ent of County
and Hospital District taxes be ar�d as �ereby ap�roved; that tl�e Count�r and i#s Comnussioners
Court hereby agree #o enter inta tlie Agreenlent as a party thereto; and the County Jv�ge of
the County be and is hereby authorized and dir�cted #o execute and deliver said Agreement on
behalf af the County and its Cornmissioners Court, s�bstantially in the forn� of the attached
Exhibit A, and carry out tha terms thereof at the appropriate tin�e(s); and
4. "That the Comnzissioner Court, vn behalf of Tarrank County, a taxing entityparticrpatizag in �he
� funding of the Downtown T1F, hereby appraves the Tax Abatement Agreement entered into
by the City af Fort Warth and TLC Green Property Associates I, L.P. �
PASSED AND APPROVED, IN OPEN COURT, thas 2Sth day of i�ebrvary, 20D3..
�5io�fiie Bagsby
Comrnissioner, P
�
B. Glen Whitley
Camnussioner, Precinct 3
1-tTTEST:
County Clerk
.APPROVED S TO FO
//,�CG�_
�� �J Distfict orney
�
l/ r�D. 7ahnson
� COmF1715510z1e�, Precinct 4