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HomeMy WebLinkAboutContract 21825-A4City Secretary Contract No:21825-A4 AMENDMENT NO. 4 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS (DOWNTOWN TIF) This AMENDMENT NO. 4 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS ("Taxing Unit"). The City and Taxing Unit hereby agree that the following statements are true and correct and constitute a basis upon which the City and Taxing Unit have entered into this Amendment_ A. On December 19, 1995, the City Council of the City ("City Council") adopted City Ordinance No. 12324 designating certain real property in the downtown area of the City as Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Original TIF"). Ordinance No. 12324 is attached hereto as "Exhibit A". The TIF District is informally known as the "Downtown TIF." B. On February 27, 1996, the City and Taxing Unit entered into an agreement, through Court Order #73865, under which Taxing Unit agreed to deposit one hundred percent (100%) of Taxing Unit-s Tax. Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement. The Participation Agreement is a public document on file and attached hereto as "Exhibit B". C. On May 7, 2002, the City and Tax Unit approved Amendment No. I to the Participation Agreement, through Court Ordcr 487643, expanding the Zone boundaries. Amendment No. 1 is attached hereto as "Exhibit C". D. On February 25, 2003, the City and Taxing Unit approved Amendment No. 2 to the Participation Agreement, through Court Order 489613, providing for a change in the Zone boundaries and an increase in the maximum amount of project costs in the Zone from $50,000,000 to $72,000,000_ Amendment No. 2 is attached hereto as "Exhibit D". E. On March 11, 2014, the City and Taxing Unit approved Amendment No_ 3 to the Participation Agreement, through Court Order #117219, providing for an increase in the maximum total increment contribution amounts from $72,000,000 to $100,000,000, and the reduction in the annual percentage tax increment participation from 100% down to 40%. Amendment No. 3 is attached hereto as "Exhibit E". Amendment No. 3 to Tarrant County Participation Agreement OFFICIAL RECORD Downtown TIF Page I CITY SECRETARY FT. WORTH, TX F. The term of expiration for the TIF District is set to expire on December 31, 2025. Although several goals, objectives, and projects have been advanced by the Downtown TIF, much remains to be accomplished to filly realize the vision for the area. The City and Taxing Unit wish to extend the term of the TIF District through December 31, 2044. G. On November 6, 2024, an Amended Project and Financing plan was adopted by the Board pursuant to Board Resolution TIF3-2024-03, as approved by the City Council on December 10, 2024 pursuant to Ordinance No. attached hereto as "Exhibit F." The Project and Financing Plan, as so amended, is referred hereinafter as the "Amended Project and Financing Plan" this replaces all previously adopted plans. H. The City and Taxing Unit also agree that the County's participation rate will drop from forty percent (40%) down to thirty-five percent (35%) for the life of the TIF District and the County's participation cap will be $33,514,901.00. NOW, THEREFORE, for and in consideration of the conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and Taxing Unit do hereby contract, covenant and agree as follows: L Article I (Definitions) of the Participation Agreement is hereby amended to provide a new definition for the term "Project Plan and Reinvestment Zone Financing Plan," and incorporate the Amended and Restated Project and Financing Plan as approved by the City Council on September 24, 2013. as follows: "Project Plan and Reinvestment Zone Financing Plan" shall mean the project plan and financing plan for the development and/or redevelopment of the TIF District, which has been adopted by the TIF Board and approved by the City Council of the City, which is attached hereto as "Exhibit F". Exhibit F is hereby made part of this Amendment and the Agreement for all purposes. 2. Exhibit C, Section 1. (Taxing Units' Tax Increment Percentages) of the original Participation Agreement is hereby amended, as follows: Pursuant to a Resolution duly adopted by the governing body of the County which Resolution is attached hereto as "Exhibit G" and is hereby made a part of this Amendment and Agreement for all purposes, the County hereby agrees to deposit each year during the term of the TIF District, beginning with the 2025 tax year and specifically excluding the 2024 tax year, thirty-five percent (35%) of the County's tax increment into the Tax Increment Fund up to a maximum cumulative contribution of $33,514,901.00 (the `Maximum County Contribution"), This dollar amount is not considered a part of the original contribution amount of $12,932,046.65. The calculation to determine the dollar amount of the County's tax increment to be deposited shall be made in accordance with the County's Tax Increment Financing Policy and such deposits shall be made in accordance with the City's standard administrative procedures, but only following receipt of a bill from the City that outlines the City's calculation of the amount of the deposit that is required for that year. Amendment No. 4 to Tarrant County Participation Agreement Downtown TIF Page 2 Exhibit G is hereby made part of this Amendment and the Agreement for all purposes. 3. Exhibit C, Section II.B. (Project Cost Limitation) of the original Participation Agreement shall be struck from the agreement. 4. The following Section will be added to the agreement and will replace Section II.B.: "Certain TIF District Project Costs Excluded" - The Tax Increment deposited into the Tax Increment Fund by the County shall be used to pay for project costs associated only with parking infrastructure, enhanced pedestrian safety, streetscape, utility relocations, public safety improvements, higher -education and research facilities, mixed -use and high- rise development, and adaptive reuse. Regardless of whether Tarrant County funds will be used to support a project, Tarrant County will still contribute to the decision making as part of the TIF Board. For the payment of any project costs using funds deposited by the County into the Tax Increment Fund, prior approval of the use of these funds must be specifically granted by an action of the Tarrant County Commissioners Court. a. Section V1I —"Term" is hereby amended as follows; This Agreement will take effect on the date as of which both parties have executed it and shall expire upon expiration or termination of the TIF District, which currently is the earlier of (i) December 31, 2044, or an earlier termination date designated by ordinance subsequently adopted by the City Council, (ii) the date on which all project costs of the TIF District, including but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full, and (iii) the date on which the Maximum County Contribution is reached. Notwithstanding the foregoing and at any time prior to the termination of the TIF District, the County may terminate for convenience its participation in this Agreement by action of the Tarrant County Commissioners Court. The date of termination for the County's participation in the Agreement may be no less than ninety (90) days from the date of the Tarrant County Commissioners Court"s action. Within three (3) days of any action terminating the County's participation in the Agrecment, the County shall send written notice to the City. On the date of termination, the County's obligation to contribute to the TIF Fund as described in Section 3 shall end. 6. All other provisions and conditions of the Participation Agreement shall remain in frill force and effect. 7. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement. S. This Amendment contains the final written expression of the City and Taxing Unit with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Amendment No. 4 to Tarrant County Participation Agreement Downtown TIF Page 3 EXECUTED as of the later date below: CITY OF FORT WORTH, TEXAS: By: William Johnson() n 17, 202509:25 CST) Assistant City Manager Date: Jan 17, 2025 pp9vopn b .�°° �ORT�oadd ATTEST: d_s tA00, ago o=a �A *polio oo� *� l Y d - N = O4 A54g0' By: n� City Secretary APPROVED AS TO FORM/LEGALITY: By: Larry Collisrer (Jan 17, 2025 06:36 CST) Senior Assistant City Attorney TARRANT COUNTY, TEXAS: By <171-211.14 Tim O'Hare County Judge Date: Nry " I �_' cuCk�j County Clerk APPROVED AS TO FORM*: By Lato��il � Assistant District Attorney *By Imp, the District Allornev's Office may only approve contracts for its clients. We reviewed this document from our client's legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract reviewfrom independent counsel. Amendment No. d to Tarrant County Participation Agreement Downtown TIF Page 4 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A ORDINANCE NO. AN ORDINANCE DESIGNATING A CERTAIN AREA AS TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS, ESTABLISHING A BOARD OF DIRECTORS FOR SUCH REINVESTMENT ZONE, AND OTHER MATTERS RELATED THERETO. WHEREAS, the City Council of the City of Fort Worth, Texas (the "City") was presented a petition submitted by the owners constituting at least fifty percent ( 50% ) of the appraised value of the property hereinafter described requesting that said property be designated as a "reinvestment zone," as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and WHEREAS, the City Council of the City desires to promote the i development and/or redevelopment of the property described in such petition and within the City's jurisdiction, by the creation of a reinvestment zone as authorized by the Act; and i WHEREAS, in compliance with the Act, the City called a public i hearing to hear public comments on the creation of the proposed reinvestment zone and its benefits to the City and to the property j s in the proposed reinvestment zone; and WHEREAS, in compliance with the Act notice of such public P r P I hearing was published in the Fort Worth Star -Telegram, a daily paper of general circulation in the City, such publication date i being December 11, 1995, a date not later than seven ( 7 ) days prior to the date of the public hearing; and WHEREAS, notice of such public hearing,, in required form and substance, was provided in writing to the governing body of each taxing unit that levies real property taxes in the proposed reinvestment zone, and each such taxing unit has adopted a E.d-_ihit "A" resolution wherein they have agreed, pursuant to Section 311.003(e) of the Act, to waive the requirement for sixty days notice prior to such public hearing; and WHEREAS, in compliance with the Act, the City made a formal presentation, in required substance and form, to the governing body of each county or school district that levies real property taxes in the proposed reinvestment zone; and WHEREAS, in compliance with the Act, the City prepared a preliminary reinvestment zone financing plan and sent a copy of the plan to the governing body of each taxing unit that levies taxes on real property in the proposed reinvestment zone; and WHEREAS, the public hearing was convened at the time and place mentioned in the published notice, to wit, on the 19th day of December, 1995, at 10:00 a.m., at the Council Chambers in the City Hall of the City of Fort Worth, Texas, which hearing was then closed; and WHEREAS, the City, at such hearing, invited all owners of property located within the proposed reinvestment zone, representatives of all other taxing units, and any other interested persons and/or their attorneys to appear and contend for or against (1) the creation of the reinvestment zone, (2) the boundaries of the proposed reinvestment zone as described in the boundary description and depicted in the map, both of which together are attached hereto as Exhibit "A", (3) the concept of tax increment financing, and (4) the appointment of a board of directors for the proposed reinvestment zone; and WHEREAS, the proponents of the reinvestment zone offered evidence, both oral and documentary, in favor of all of the Va foregoing matters relating to the creation of the reinvestment i i zone, and opponents, if any, of the reinvestment zone appeared to contest matters relating to the creation of the reinvestment zone; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS:.. SECTION l: That the facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. SECTION 2: That the City Council, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it: (a) That the public hearing on adoption of the reinvestment zone has been properly called., held, and conducted and that notice of such hearing has been, published as required by law. (b) That all taxing units levying real property taxes within I the reinvestment zone received notice of the City's intention to create the reinvestment zone and of the i public hearing and that all such taxing units, pursuant to Section 311.003(e) of the Act, have agreed by -resolution to waive the requirement for sixty days notice prior to such public hearing. (c) That all taxing units levying real property taxes within i the reinvestment zone received a preliminary reinvestment zone financing plan from the City. (d) That the City timely made formal presentations to all counties and school districts that levy real property 3 taxes within the reinvestment zone as required by the Act, and that each taxing unit which levies real property taxes within the reinvestment zone was notified of each i such presentation. (e) That creation of the proposed reinvestment zone and improvements made therein will significantly enhance the• value of all the taxable real property in the reinvestment zone and will be of general benefit for the City. (f) That the reinvestment zone, as described in Exhibit "A", hereof, meets the criteria for the creation of a reinvestment zone as set forth in the Act, including Section 311.005 thereof, in that: (1) It is a contiguous geographic area located wholly within the corporate limits of the City; and (2) The boundaries of the reinvestment zone contain the same area as the area described in a petition submitted to the City Council by the owners of I property constituting at Least fifty percent (50%) I r of the appraised value of the property in the area I according to the most recent certified appraisal roll for Warrant County, Texas. (g) That the total appraised value of all taxable real property in the reinvestment zone according to the most recent appraisal roll of the City, together with the total appraised value of taxable real property in all j other existing reinvestment zones within the City, according to the most recent appraisal roll of the City, 4 does not exceed fifteen percent (15%) of the current total appraised value of taxable real property in the City and in the industrial districts created by the City, if any. (h) That the reinvestment zone does not contain more than fifteen percent (15%) of the total appraised value of real property taxable by Tarrant County or any school district. (i) That the development or redevelopment of the property in the reinvestment zone will not occur solely through i private investment in the reasonably foreseeable future. SECTION 3: That the City hereby creates a reinvestment zone containing the area described in the boundary description and as depicted in the map, both of which are together attached hereto as Exhibit "A", and such reinvestment zone shall hereafter be identified as Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Zone" or "Reinvestment Zone"). SECTION 4: That there is hereby established a board of directors for the Zone which shall consist of nine (9) members. The board of directors of the Reinvestment Zone shall be appointed and shall serve as follows: (a) Each of the Fort Worth Independent School District, Tarrant County Junior College District and Tarrant County may appoint one member of the board if such school district or county has approved the payment of all or part of the tax increment produced by the unit. The member of the state senate in whose district the Zone is located (currently Mike Moncrief) is a member of the 5 board (the "State Senate Member"), and the member of the state house of representatives in whose district the Zone is located (currently Doyle Willis) is a member of the board, except that either may designate another individual to serve in the member's place at the pleasure of the member. If the Zone is or shall become located in more than one senate or house district then the foregoing shall apply only to the senator or representative in whose district a larger portion of the Zone is located. The remaining members of the board shall be appointed by the City Council. A vacancy on the board shall be filled as set forth in the Act. If a taxing unit waives its right to appoint a member of the board, the City may then appoint such board member. The initial board of directors shall be appointed by resolution of the governing bodies of the City and the taxing units as provided herein within sixty (60) days of the passage of this ordinance or within a reasonable time thereafter. All members appointed to the board shall meet eligibility requirements as set forth in the Act. (b) The board members shall serve two year terms; provided, however, such terms shall be staggered as provided herein. The initial directors appointed by the City and the State Senate Member or the designee thereof shall serve initial terms commencing on the date of appointment and expiring on December 31, 1997, and all other directors shall serve initial terms commencing on the date of appointment and expiring on December 31, 1996. 6 Each year on or before December 31 the City Council shall designate a member of the board to serve as chairman of the board of directors for the next succeeding calendar year, and the board shall elect from its members a vice chairman and other officers as it deems appropriate. The term of the chairman shall begin on January 1 of the year immediately following the year the City Council so designates the Chairman. (c) The board of directors shall make recommendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess all powers necessary to prepare, implement and monitor such project plan for the zone as the City Council considers advisable. The board of directors shall prepare an annual report on the status of the Zone and shall submit such report to the City as required in the Act. (d) The board of directors shall adopt goals for the participation of disadvantaged business enterprises with respect to the purchase of supplies, materials, services and equipment in accordance with and subject to the provisions of the Act. SECTION 5: That the Zone shall take effect on January 1, 1996, and that the termination of the Zone shall occur on December - 31, 2025, or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone 7 should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment obligations, if any, and the interest thereon, have been paid in full. SECTION 6: That the Tax Increment Base for the Zone, 'which is the total appraised value of all taxable real property located in � I the Zone, is to be determined as of January 1, 1995, the year in I which the Zone was designated a reinvestment zone. SECTION 7: That there is hereby created and established a Tax Increment Fund for the Zone which may be divided into such accounts and subaccounts as may be authorized by subsequent resolution or ordinance, into which all Tax lRurements, less any of the amounts not required to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment. Fund and any accounts and subaccounts are to be maintained in an account at the depository bank of the City and shall be secured in the manner prescribed by law for Texas cities. In addition, all revenues from the sale of any obligations hereafter issued by the City secured in whole or in part from the Tax Increments, revenues from the sale of any property acquired as part of the tax increment financing plan, and other revenues to be dedicated to and used in the Zone shall be deposited into such fund., account or subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy the claims of holders of such obligations issued for the Zone. SECTION 8: That the Zone is designated under Section 311.005(a)(5) of the Act_ 0 M SECTION 9: That the City Manager and City Attorney are hereby authorized to execute and deliver for and on behalf of the City tax increment agreements with the Fort Worth Independent School. District, Tarrant County, Tarrant County Hospital District, Tarrant County Junior College District and Tarrant. County Water Control and Improvement District Number One pursuant to the provisions of Sections 311.008 and 311.013(g) of the Act. SECTION 10: That if any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 11: That this Ordinance shall take effect immediately from and after its passage: in accordance with the provisions of the Charter of the City of Fort Worth and it is accordingly so ordained. fKay 6GOn er Mayor 9 ATTEST: Alice Church City Secretary [SEAL] APPROVED AS TO FORM LEGALITY: By: Wade Adkins City AttJorney Adopted: Effective: 10 EXHIBIT "A" TAX INCREMENT REINVESTMENT ZONE NUMBER THREE (DOWNTOWN TIF) Beginning at a point of the intersection of a projection of the south ROW line of 3rd St. and the west ROW line of Henderson St., thence Northwesterly along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of Weatherford St., thence Southwesterly along the south ROW line of Weatherford St. and what would be a projection of the said south line to a point where the projection of said line intersects with the west ROW line of Penn St., thence Northerly along the west ROW line of Penn St. which transitions to the south ROW line of Forest Park Blvd. (where Forest Park Blvd. curves info Weatherford St. and Belknap St.), thence Following the same Forest Park Blvd. ROW line as it curves to westerly, then to southwesterly to a point where said line intersects with the north ROW line of 5th St., thence Due west along a due west projection of the north ROW line of 5th St_ to a point where this due west line intersects with the centerline of the Clear Fork of the Trinity River, thence Following the centerline of the Clear Fork of the Trinity River northeasterly to a point of intersection with the centerline of the West Fork of the Trinity River, thence Southeasterly, then easterly, and then northeasterly along the centerline of the West Fork of the Trinity River to a point of intersection with the projection of the north ROW line of Cummings St. (Cummings St. turns westward as depicted on the TAD tax maps), thence Easterly along the said projection and north ROW line of Cummings St. to a point where said line turns southeasterly along the east ROW line of Cummings St., thence Southeasterly along the east ROW line of Cummings St. to a point where said line intersects with what would be the projection of the north ROW line of Peach St., thence Northeasterly along the north ROW line of Peach St. to a point where said line intersects with the east ROW line of the Santa Fe Railroad, thence South -southeasterly along the east ROW line of the Santa Fe Railroad to a point of intersection with what would be a straight projection of the south ROW line of 6th St., thence Beginning at a point of the intersection of a projection of the south ROW Iine of 3rd St. and the west ROW line of Henderson St., thence Northwesterly along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of Weatherford St., thence Southwesterly along the south ROW line of Weatherford St. and what would be a projection of the said south line to a point where the projection of said line intersects with the west ROW line of Penn St., thence Northerly along the west ROW line of Penn St. which transitions to the south ROW line of Forest Park Blvd. (where Forest Park Blvd. curves info Weatherford St. and Belknap St.), thence _ Following the same Forest Park Blvd, ROW line as it curves to westerly, then to southwesterly to a point where said Iine intersects with the north ROW line of 5th St., thence Due west along a due west projection of the north ROW line of Sth St. to a point where this due west fine intersects with the centerline of the Clear Fork of the Trinity River, thence Following the centerline of the Clear Fork of the Trinity River northeasterly to a point of intersection with the centerline of the West Fork of the Trinity River, thence Southeasterly, then easterly, and then northeasterly along the centerline of the West Fork of the Trinity River to a point of intersection with the projection, of the north ROW line of Cunur ngs St. (Cummings St. turns westward as depicted on the TAD tax maps), thence Easterly along the said projection and north ROW line of Cummings St. to a point where said line turns southeasterly along the east ROW line of Cummings St., thence Southeasterly along the east ROW line of Cummings St. to a point where said line intersects with what would be the projection of the north ROW line of Peach St., thence Northeasterly along the north ROW line of Peach St_ to a point where said line intersects with the east ROW line of the Santa Fe Railroad, thence South -southeasterly along the east ROW line of the Santa Fe Railroad to a point of intersection with what would be a straight projection of the south ROW line of 6th St., thence Southwesterly along the south ROW line of 6th St. to a point where said line intersects with the west ROW line of Commerce St., thence Northwesterly along the west ROW line of Commerce St to a point where said line intersects with the south ROW line of 5th St., thence Southwesterly along the south ROW line of 5th St. to a point where said line intersects with the east ROW line of Main St., thence Southeasterly along the east ROW line of Main St to a point where said line intersects with the south ROW line of 6th St, thence Southwesterly along the south ROW line of 6th St. to a point where -said line intersects with what would be a straight projection of the east ROW line of Burnett St., thence Northwesterly along what would be a straight projection of the east ROW line of Burnett St. (west line of Block 141) to a point where said line intersects with the south ROW line of 5th St., thence Southwesterly along the south ROW line of 5th St. to a point where said line intersects with what would be a straight projection of the west ROW line of Burnett St., thence Northwesterly along the west ROW line of Burnett St. to a point where said line intersects with the south ROW line of 3rd St., thence Southwesterly along the south ROW line of 3rd St. to a point where said line intersects with the west ROW line of Henderson St., which is the point of beginning. Save and except that the following blocks within said perimeter boundary are omitted and excluded from the Reinvestment Zone: Blocks 45R, Courthouse A, Block 27, Block 24, Block 58, Block 57, Block 8R, Block 64, Block 86, Block 87 (Lots 1, 2A, and 2B), in the Fort Worth Original Town Addition, and Save and except that following area is omitted and excluded from the Reinvestment Zone: Beginning at a point where the north ROW line of Belknap St. intersects the east ROW line of Henderson St., thence northwesterly along the east ROW line of Henderson St_ to a point where said line intersects the south ROW line of Peach St., thence northeasterly along said south ROW line to a point where said line intersects the south ROW line of Franklin St., thence easterly along the south ROW line of Franklin St. to a point where said line intersects the west ROW line of Taylor St., thence southeasterly along the west ROW line of Taylor Street to a point where said line intersects the north ROW line of Belknap St. thence southwesterly along the north ROW line of Belknap St to point where said line intersects the east ROW line of Henderson St., which is the point of beginning, and Save and except that the following area is omitted and excluded from the Reinvestment Zone: Beginning at a point where the north ROW line of Belknap St. intersects the east ROW Iine of Taylor St., thence northwesterly along the east ROW line of Taylor St. to a point where said line intersects the south ROW line of Franklin St., thence easterly along the south ROW line of Franklin St to a point where said line intersects the west ROW line of Houston St., thence southeasterly along the west ROW line of Houston St. to a point where said line intersects the north ROW line of Belknap St., thence southwesterly along the north ROW line of Belknap St. to a point where said line cJ\ otli-N /-% av � Zone Boundary Major Government or Tax Exempt Omitted From Proposed Reinvestment Zone Exhibit "A" The Proposed. Reinvestment .Zone TAX INCREMENT REINVESTMENT ZONE NUMBER THREE (DOWNTOWN TIE) EXHIBIT B STATE OF TEXAS 5 COUNTY OF TARRANT S CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN THE TAX INCRMCM REINVESTMENT ZONE MMER THERE, CITI OF FORT NORTH, TEXAS I THIS AGREEMENT is made and entered into by and between the City of Fort Worth, Texas ('City"), a Texas home -rule municipality, and Tarrant County, Texas ('Taxing Unit"). W I T N E S S E T H: I WHEREAS, on December 19, 1995, the Fort worth City Council approved Ordinance No. 12324, establishing Tax Increment Reinvestment Zone Eumber Three, City of Fort Worth, Texas ("TIF District'), in accordance with the Tax Increment Financing Act, as amended (V.T.C.A., Tax Code, Chapter 311) (the "Act`), to promote development and redevelopment in the downtown area of the City of Fort Worth through the use of tax increment financing; and AREAS, City and Taxing Unit wish to enter into an agreement defining the terms and conditions under which Taxing Unit will contribute a portion of its tax increment to the TIF District Tax . Increment Fund; NOW TEEREFORE, City and Taxing Unit, in consideration of the terms, conditions and covenants contained herein, hereby agree as follows: ' I. BEFINFTIORS Terms nut defined herein shall be construed as defined in the Act (hereinafter defined), or through normal usage if not defined in the Act. The following terms shall have the following meanings When used in this Agreement: "Act" shall mean V.T.C.A., Tax Code, Chapter 311, the Tax Increment Financing Act, as amended. "Captured Appraised Value" shall mean the total appraised value of the property located within the TIP District for the year less the Tax Increment Base of the TIP Taxing Units. "Project Plan and Reinvestment Zone Financing Plan- shall mean the project and financing plan for the development or redevelopment of the TIF District. ^TIF District, shall mean Tax Increment Reinvestment Zone Number . Three, City of Fort Worth, Texas, established by the Fort Worth City Council Ordinance No. 12324, on December 19, 1995, a copy of which ordinance is attached hereto and marked Exhibit 'A". "TIP Taxing Units" shall mean those political subdivisions of the State of Texas authorized to impose ad valorem taxes on property located within the TIP District. -Tax Increment" shall mean the amount of property taxes levied and collected by a TIF Taxing Unit for the year on the Captured Appraised Value of taxable property located in the TIF District. "Tax Increment Base- shall mean the total appraised value of all property taxable by the TIF Taxing Units and located in the TIP District on January 1, 1995. "Tax Increment Fund" shall mean a fund consisting of all the 'Fax Increment deposits, all revenues from the sale of tax increment bonds or notes, revenues from the sale of any property acquired as part of the project Plan and Reinvestment Zone Financing Plan, and other revenues to be used in the development or redevelopment of the TIF District. II. AGREEMENT TO DEPOSIT TAX INCREMM Pursuant to a Resolution, duly adopted by its governing body, a copy of which is attached hereto as Exhibit "B", the Taxing Unit annually shall deposit into the Tax Increment Fynd the amount as calculated by the method set forth in Exhibit 'C". hereto. III. RESPONSIBILITY FOR ACTS . City and Taxing Unit shall each be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negiigeuce of both City and Taxing Unit, responsibility, if ary, shall be apportioned comparatively in accordance with the laws of the State of Texas, without however, waiving any governmental imunity available to City and Taxing Unit under Texas law and without waiving any defenses of the parties under Texas law. IV. ADKIRISTRATIOH OF AGRMENT This Agreement shall be administered on behalf of the City by the City Manager's Office of the City, or the designee thereof. V. DELIVERY ADDRESS Wherever this Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one party to the other, the consent, approval, notice, request, proposal, or demand must be in writing to be effective and shall he delivered to the party intended to receive it at that party's address shown below: 0 f . If intended for City, tot Economic Development Director City of Fort Worth 1000 Throckmortan Street Fort Worth, Texas 76102 If intended for Taxing Unit, to: Tarrant County Commissioners Court 100 East Weatherford Fort Worth, Texas 76196-0609 or to such other address as either party may request, in writing, from time to time. VI. GOVERYING I,Aw An VENUE This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended; the Texas Constitution, codes, and statutes; and all other applicable state and federal laws, regulations and requirements, as amended. Venue tor any cause of action arising hereunder shall lie exclusively in Tarrant County, Texas. VII. TERN . This agreement is effective from January 1, 1996, through December 31, 2025. i VIII, ENTIRE AGREEKCMIAKERDNEM This Agreement embodies the complete understanding of City and 'faxing Unit, and shall supersede all oral or written previous and contemporary agreements between the parties relating to matters herein. This Agreement may be amended, modified, or supplemented only by an instrument in writing executed by City and Taxing Unit, a copy of which will be provided to all TIP Taxing Units. Any amendment, modification or supplement which adversely affects any other TIP Taxing Unit trust be consented to in writing by such TIP Taxinq Unit, Any alterations, additions or deletions to the terms of this Agreement required by changes in federal, state or local law or regulations will be automatically incorporated into this Agreement without written amendment, and shall become effective on the date designated by such law or regulation. EXECUTED this the day of , 1996, by City, signing by and through its City Manager, and by Taxing Unit, signing by and through its duly authorized officials. is 3 i i APPROVED AS TO FORH AND LEGALITY: CITY OF FORT WORTH, TEXAS • • � I i By: By: � Wi iam W. o Bob Terrell Deputy City Attorney City Manager ATTEST: i i BY: P1i,ce Church City Secretary T DNTY, TEXAS By Tom VandercjYaf County Judge j I i i i • i 4 EXHIBIT C CITY SECRETARY ON I )ACT NO. 1224� r�� 1 AMENDMENT NO. I TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS This AMENDMENT NO. 1 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS ("Amendmezt") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas and acting by and through Reid Rector, its duly authorized Assistant City Manager and TARRANT COUNTY, TEXAS ("Taxing Unit"), acting by and through Tom Vandergriff, its duly authorized County Judge. The City and Taxing Unit hereby agree that the following statements are true and correct and constitute the basis upon which the City and Taxing Unit have entered into this Amendment: A. On December 19, 1995 the City Council of the City adopted Ordinance No. 12324 designating certain real property in the downtown area of the City as Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Original TIF"). Ordinance No. 12324 is attached hereto as Exhibit "A". B. On or about May 6, 1996, the City and Taxing Unit entered into an agreement under which Taxing Unit agreed to deposit up to one hundred percent (100%) of Taxing Unit's Tax increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement, The Participation Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 21825. C. On October 30, 2001, the City Council of the City adopted Ordinance No. 14839 expanding the Original TIF to include additional real property in the downtown area of the City contiguous to that comprising the Original TIF (the "Expanded TIF"). Ordinance No. 14839 is attached hereto as Exhibit "B". D. After hearing a presentation by the City regarding the tentative plans for the development or redevelopment of the Expanded TIF and an estimate of the general impact of the Expanded TIF on property values and tax revenues, Taxing Unit's Commissioner's Court has adopted a Resolution declaring its intent that Taxing Unit contribute up to one hundred percent (100%) of Taxing Unit's Tax Increment into the Tax Increment Fund, which intent the parties hereto wish to reduce to writing through this Amendment. Amendment No. 1 to Tarrant County Participation Agreement re; nowntown TIF Page E NOW, THEREFORE, the City and Taxing Unit, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. The following terms provided in Section I of the Participation Agreement are hereby amended to be defined as follows: "TIF District" shall mean Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas, designated by City Ordinance No. 12324 on December 19, 1995 and expanded by City Ordinance No. 14839 on October 30, 2001, which Ordinances are incorporated herein by reference for all purposes. "Tax Increment Base" shall mean (i) the total appraised value of all real property taxable by Taxing Unit and located in the Original TIF on January 1, 1995 and (ii) the total appraised value of all real property taxable by Taxing Unit and located in the Expanded TIF on January 1, 2001. 2. All other terms set forth in Section I of the Participation Agreement and their respective definitions, as well as all other provisions and conditions of the Participation Agreement, shall remain in full force and effect. 3. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement. 4. In accordance with Section VIII of the Participation Agreement, a copy of this Amendment will be provided to all TIF Taxing Units. 5. This Amendment contains the final written expression of the City and Taxing Unit with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED this day of (1 1. CITY OF FORT WORTH, TEXAS: By: fiZAdl Reid Rector Assistant City Manager , 2002; `I'ARRANT COUNTY, TEXAS: Tom Vandergriff / County Judge ✓✓ Amcndment No. 1 to Tarrant County Participation Agreement re: Downtown TIF Page 2 ATTEST: By: City Secretary APPROVED AS TO FORM/LEGALITY: By: Peter Vaky Assistant City Attorney M&C: C - 2 no&�- '�- I SST,4 Amendment No. 1 to Tarrant County Participation Agreement re: Downtown "FIF Page 3 ATTEST - By: County Clerk APPROVED A TO FORM: By: / Ray R' Assist t District Attorney EXHIBIT D a-, r COMMISSIONERS COURT PAGE 1 OF 2 r COMMUNICATION nx 02/25/03 SUEUECT. AMENDMENT NO. 2 TO THE DOWNTOWN FORT WORTH TAX INCREMENT FINANCING REINVESTMENT` ZONE NO. 3 PARTICIPATION AGREEMENT, PROVIDING FOR A CHANGE IN THE ZONE BOUNDARIES AND AN INCREASE IN THE MAXiMUM AMOUNT OF PROJECT COSTS IN THE ZONE CONEVUSSIONERS COURT ACTION REOUESTED: It is requested that Commissioners Court approvo Amendment No.2 to the City of Fort Worth and Tarrant County Talc Increment Reinvestment Zone No.3 Participation Agreement providing for a change of the boundaries of the TIF zone and an increase in the maximum dollar amount of project costs to be financed by the TIF Increment Fund, and authorize the County Judge -to execute the amendment on behalf of Tarrant County. BACKGROUND: On February 27, 199b, through Court Order No. 73855, Commissioner Court approved participation In the City of Fort Worth Downtown Tax Increment Financing Reinvestment Zone No.3. The original agreement provides for County participation in funding of the Downtown TIF through the contribution of 100% of County tax increment derived from the added value of properties in the zone through the year 2025 or until a maximum of $50,000,000 in project costs have paid by the TIF. On February 1$, 2003, representatives from the Downtown TIF District made a presentation to Commissioners Court regarding the proposal to take the Tandy Center property out of the boundaries of the TIF Reinvestment Zone and to increase the maxitnum mount of pro}ect costs to be paid by the TIF Fund from $50,N0,000 to $72,000,000. This additional $22 million will be used to pay for public project costs associated with the redevelopment of the former Bank One Tower and the Tandy Center. The TIF Amendment document is being drafted as of the date of this report and will be provided to Commissioners Court prior to their Febr my 25"' meeting. D[SPOSMON BY COMWSS'tONERS COURT ❑ AppRoVED ❑ 07MER Idesc,zb l 5LBM7T7 ED BY: Adminrstrater's Office PREPARED BY: Lisa?4teh 1198 t . { s .• COMMISSIONERS COURT F COMMUNICATION •• �• ••'• REFERENCE NLfA'iBER: DAi'b: 02r25.'03 PAGE 2 of 2 FISCAL IMPACT: Tarrant County will continue to pay log% of the taxes derived from the incremental added value of property in the district to the TIF Fund, To date, the County has contributed over $575.000 to the TIF Fund. The two projects that will benefit from the $22 million in increased public improvement funding will not directly add to the increment amount paid into the TIF by the County, as the added value from the Bank One Tower redevelopment will be abatement through tax abatement, and the Tandy Center will no longer be included in -the TIF boundaries. It is expected that the increase in the maximum allowable project costs 'wi[I extend the payout life of the TW somewhat, but only until about 2015, as currently projected by the Downtown TIF Administrator, and still earlier than the contracted termination date of 2025• While accommodating these two projects will increase the maximum allowable project costs by $2.2 million, staff is recommending that County not participate in the funding of any additional,TIF ##3 related projects after February 25, 2003, without prior specific Commissioners Court approval, except for those projects related to the Bank One Tower redevelopment and the Tandy Center redevelopment, even though additional projects could be funded with monies remaining under the $72 million project funding rap. 1 !�f _ I , i i I ITY `r No CONTRACT. PW 1) AMENDMENT NO.2 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX L TCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS This AMENDMENT NO.2 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the Sta€'e of Texas and acting by and through Reid Rector, its duly authorized Assistant City Man ger and TARRANT COUNTY, TEXAS ("Taxing Unit"), acting by and through Tom Vandergriff, its duly authorized County Judge. The City and Taxing Unit hereby agree that the following statements are true and correct and constitute the basis upon which the City and Taxing Unit have entered into this Amendment: A. On December 19, 1995 the City Council of the City adopted Ordinance No. 12324 designating certain real property in the downtown area of the City as Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Original TIF"). Ordinance No. 12324 is attached hereto as E.Yhibit "A". B. On or about May 6, 1996, the City and Taxing Unit entered into an agreement under which Taxing Unit agreed to deposit up to one hundred percent (100/0) of Taxing Unit's Tax Increment into the TIF District's Tax Increment Fund ('Participation Agreement"), as specifically provided in that Participation Agreement. The Participation Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 21825. R%. On February 19, 2003, the City Council of the City adopted Ordinance No. I S 44 2 (the "Ordinance") changing the boundaries of Tax Reinvestment Zone #3 (which includes the Prival TIF and the amended boundaries as set forth in Ordinance No. I�Ii%5>ravi`ing� for the amended TIF Zone (the "Amended TIF"), said Ordinance attached hereto as Exhibit "B". D. Aver bearing a presentation by a representative of the City and the Downtown TIF District regarding the tentative plans for additional development or redevelopment of the Amended TIF and an estimate of the general impact of the Amended TIF on property values and tax revenues, Taxing Unit's Commissioner's Court has been requested to approve the boundary changes as set forth in the Ordinance and to increase the maximum dollar amount of project costs to be financed by Taxing Unit's Amendment No. 2 to Tarrant Coony Panicipadon Agreement re: Downtawn TIP Page L Tax Increment into the Tax Increment Fund, which. the parties hereto wish to reduce to writing through this Amendment. NOW, THEREFORE, the City and Taxing Unit, for and in consideration of the terms and conditions set forth berein, do hereby contract, covenant and agree as follows: 1. The following terms provided in Section I of the Participation Agreement are hereby amended to be defined as follows: "TIF District" shall mean Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas, designated by City Ordinance No. arrd ILM 5 M r ~i2324 on December 19, 1995, expanded by City Ordinance No. 14839 on 0CfDab z,-zoo I October 30, 200A and amended by City Ordinance No. P;L14Z on rcdKrd by Gay February 19, 2003, which Ordinances are incorporated herein by reference oratnaAce- No. for all purposes. 15317 pn Ntpw-mt cr S'11002— "Tax Increment Base" shall mean (i) the total appraised value of all real property taxable by Taxing Unit and located in the Original TIF on January 1, 1995, (ii) the total appraised value of all real property taxable by Taxing Unit and Iocated in the Expanded TIF on January 1, 2001 and (iii) less the total appraised value of all real property deleted in the Amended TIF on February 17, 2003. 2. Exhibit "C", Section II.B., Project Cost Limitation, of the Participation Agreement is hereby amended as follows: The maximum amount of "project costs" (as defined in Section 31.1.002 of the Act) that may be paid through Tax Increment deposits directly and/or financed through the issuance of bonds or other obligations of the City secured by Tax Increment deposits is a total of $77,000,000, which represents $50,000,000 in project costs as set forth in the original Participation Agreement, and an additional $22,000,000 reserved solely for new project costs or other financial obligations related directly to the Bank One Tower redevelopment and the Tandy Center redevelopment. Further, Tarrant County will not participate in the funding of any project costs or other financial obligations committed to by the Downtown TIF after February 25, 2003, except those related directly to the Bank One Tower redevelopment and the Tandy Center redevelopment as noted above, even if those project could be funded within the $50,000,000 maximum amount as provided in the odginal Participation Agreement, unless funding of such additional project costs is granted by specific approval of the Commissioners Court. In regards to the payment of project costs from the additional $22,000,000 reserved solely for those costs associated with the Bank One Tower redevelopment and the Tandy Center redevelopment projects as noted above, Tarrant County directs that no one redevelopment project tape priority over the other and that each shall share equally in available TIF funding. Amendment No. 2 So Tarrant County Parti4adon Agreement re: Downtown TIF Page 2 All other terms set forth in Section I of the Participation Agreement and their respective definitions, as well as all other provisions and conditions of the Participation Agreement, shall remain in full force and effect 3. Capitalized terrns used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement. 4. In accordance with Section VIII of the Participation Agreement, a copy of this Amendment will be provided to all TiF Taxing Units. 5. This Amendment contains the final written expression of the City and Taxing Unit with respect to the subject matter hereof, This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED this -?s aay of Jt-4ft't CITY OF FORT WORTH, TEXAS- By-_ / L GC�r- Reid Rector Assistant City Manager ATTEBY-S r Gloria Pears `� City Secre APPR FORMfLEGAIJTY: By Peter Vaky Assistant City Attorney M&C: -3-03 , 2003: TARRANT COUNTY, TEXAS: By - c Tom Vast ergriff County Judge ATTEST- County CIerk A PPRO eRike- tan O F By: Ray AssicAttorney " By law, the Disirtct Auorney's Office may only advise or approve contracts or legal documents on behalf of its ctiears- It may not advise or approve n contract cr legal document on helu f of other parties. Our view of this document was conducted solely frarr the legal perspective of our client. Our approval of this document was offered solely far the benefit of our client. other parties should not rely on this approval and should seek review and approval by their own respective attorney (s), Arnendmtnt No. 2 to T'amnt Co mty Participation Aaeement rz: Downtown TIF Page 3 EXHIBIT E REFERENCrNUMBER C0#117219 Y A COMMISSIONERS COURT PAGE l OF 130 R ' COMMUNICATION DATE 3111/2014 SUBJECT: APPROVAL OF AMENDMENT NO.3 TO FORT WORTH TAX INCREMENT FINANCING ZONE NUMBER THREE PARTICIPATION AGREEMENT FOR TARRANT COUNTY AND TARRANT COUNTY HOSPITAL DISTRICT, PROVIDING FOR MODIFICATION OF THE PROJECT AND FINANCING PLANS FOR THE ZONE COMMISSIONERS COURT ACTION REOUESTED: It is requested that Commissioners Court approve the attached Resolution and Amendment No. 3 to the Participation Agreement between the City of Fort Worth and Tarrant County, and Amendment No. 3 to the Participation Agreement between the City of Fort Worth and Tarrant County Hospital District, for Fort Worth Tax Increment Financing Zone Number Three (Downtown TIF) providing for approval of the modification of the Project and Financing Plans, an increase in total increment to be paid, and a reduction in the pecentage increment to be contributed annually. 13ACKGROUND: In 1996, the Commissioners Court approved County participation in the City of Fort Worth Tax Increment Financing Reinvestment Zone 43 - Downtown TIF, contributing one hundred percent (I00%) of its tax increment from the Zone for a period of thirty (30) years, or until a total of $50 million in incremental tax revenues had been contributed cumulatively by the participating taxing entities. The Hospital District approved a similar agreement at the same participation rate. Over the years, the County and Hospital District have approved subsequent amendments providing for expansion of the boundary of the TIF Zone and an increase in the total project funding amount to $72 million. The current agreement provides for an annual maximum cumulative contribution of $5 million from the participating entities. Because of this cap, the County and Hospital Districts actual annual contribution rate has been closer to fifty-five percent (55%) of the tax increment generated, instead of the full one hundred percent (100%). In November 2013, representatives from the Downtown Fort Worth TIF District presented information updating the Commissioners Court on the status of the Downtown TIF, the recent projects for County consideration, and proposed changes to the Project and Financing Plans. Because the TIF is close to reaching its maximum lifetime funding cap of $72 million. the TIF Board has recommended amendments to the Project and Financing Plan that will increase the lifetime cap to $100 million, and provide funding for additional projects in the area of affordable housing, residential density and parking incentives, infrastructure and transportation improvements, retail facade improvements, and SUBMITTED BY: Administrator's Qfficc PREPARED BY: Lisa WNW [an APPROVED BY: COMMISSIONERS COURT COMMUNICATION '• REFERENCE MVNIBkR DATE 3!1 U2014 PAGF ^_ OF 50 the STEM public school. The proposed amendments will reduce the County's annual participation rate from one hundred percent (100%) to forty percent (40%). The Hospital District and Regional Water District wi[I also see their rate reduced from one hundred percent (100%) to forty percent (40%), with the College District going from fifty percent (50%) to twenty percent (20%), and the City of Fort Worth reduced from one hundred percent (100%) to sixty percent (60%). The current annual $5 million cap on cumulative entity contributions will be maintained. The changes will be effective with the 2013 tax year and run through the end of the term of the TIF Zone in 2023. Amendement No. 3 to the Participation Agreements provides for approval of the amended Project and Financing flan, the increase in the maximum total increment contribution amounts, and the reduction in the annual percentage tax increment participation for both the County and the Hospital District. FISCAL IMPACT: The proposed Amendments to the Fort Worth TIF 43 Project and Financing Plan will increase the total funding commitment for the County and Hospital District by an estimated $3.3 million and $2.9 million, respectively. It is projected that the TIF Fund will reach total increment contributions of SIN million by 2023, and that the County's total contribution to the Downtown TIF at that time will be approximately $12.5 million, with the Hospial District's total contribution estimated at $10.8 million over the twenty-eight (28) year period_ 1d7a1q City Secretary Contract No: CITY AMENDMENT N0.3 TO CONTRACT '� Z . CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS (DOWNTOWN TM This AMENDMENT NO. 3 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS ("Taxing Unit"). The City and Taxing Unit hereby agree that the following statements are true and correct and constitute a basis upon which the City and Taxing Unit have entered into this Amendment: A. On December 19, 1995, the City Council of the City ("City Council") adopted City Ordinance No. 12324 designating certain real property in the downtown area of the City as Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the "Original TIF"). Ordinance No. 12324 is attached hereto as Exhibit uA-3". The TIF District is informally known as the "Downtown TIF." B. On or about May 6, 1996, the City and Taxing Unit entered into an agreement under which Taxing Unit agreed to deposit one hundred percent (1001/1o) of Taxing Unit's Tax rep Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as M specifically provided in that Participation Agreement. The Participation Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 21825. v C. On September 26, 2006, the City Council of the City adopted Ordinance No. t 17209-09-2006 (the `Ordinance") changing the boundaries of Tax increment Reinvestment co Zone Number Three (which includes the Original TIP and the amended boundaries as set forth in Ordinance Nos. 14795, 14839, 15317, 15442 and 16243) and providing for the amended TIF Zone (the "Amended TIF"), said Ordinance attached hereto as Exhibit "B-3". D. The Participation Agreement incorporates the TIF District's project plan for development and/or redevelopment, as adopted by the TIF's Board of Directors . (the "Board") :0 on September 17, 1998 and approved by the City Council on October 6, 1998 pursuant to n Ordinance No. 13603, as amended by the TIF's Board of Directors on February 17, 2003 and rn approved by the City Council on February 25, 2003 pursuant to Ordinance No. 15464, and as rrn amended by the TIF's Board of Directors on March 22, 2012 and approved by the City Council © on April 17, 2012 pursuant to Ordinance No. 20169-04-2012, respectively (the "Plan"). c x o E. Exhibit C, Section 1I.B. of the Participation Agreement, as amended by Amendment 2 to the Participation Agreement, specifies that the maximum amount of -"project .p+ Amendment No. 3 to Tarrant: County Participation Agreement OFFICIAL RECORD Downtown TIF Page I C,TY SECRETARY FT. WORTH, TX Costs" (as defined in Section 311.002 of the Tax Increment Financing Act) that may be paid through Tax Increment deposits directly and/or through development agreements or other obligations of the City secured by Tax Increment deposits is $72,000,000.00. F. On September 16, 2013, the Plan was amended by the Board, as approved by the City Council on September 24, 2013, pursuant to Ordinance No. 20975-09-2013. The Project Plan, as so amended, is referred to hereinafter as the "Amended Project Plan." G. The governing body of Taxing Unit has approved the Amended Project Plan. Accordingly, the City and the governing body of Taxing Unit wish to amend the Participation Agreement to incorporate the Amended Project PIan. NOW, THEREFORE, for and in consideration of the conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and Taxing Unit do hereby contract, covenant and agree as follows: 1. Article I (Definitions) of the Participation Agreement is hereby amended to provide a new definition for the term "Project Plan and Reinvestment Zone Financing Plan," and incorporate the Amended and Restated Project and Financing Plan as approved by the City Council on September 24, 2013 as follows: "Project Plan and Reinvestment Zone Francine Plan". shall mean the project plan and financing plan for the development and/or redevelopment of the TIF District, which has been adopted by the T]F Board and approved by the City Council of the City, which is attached hereto as Exhibit "C-3". Exhibit C-3 is hereby made part of this Amendment and the Agreement for all purposes. 2. Exhibit C, Section L (Taxing Units' Tax Increment Percentages) of the Participation Agreement is hereby amended, as follows: Pursuant to a Resolution, duly adopted by its governing body, a copy of which is attached hereto as Exhibit "D-3," the Taxing Unit agrees to participate in fundin� of the TIF District anted auallY, �bepnnniiii "'"" ih"'the D � l3 � Y�,] slia`li repo`"sit;sm#o"�the.�jTaz'�'Tnereme���Fund'=foriv_:peroeat .f40 / : of its:. . �Tncretnent? as set forth 1[t Section � not to exceed the Deposi# Limitation nor the Project Cost Limitation, as set forth in Exhibit C, Section H, or until the Term of this Agreement is reached, except the following. a. Any funds which were levied by Taxing Unit but were not collected; b. Any funds equal to tax refunds repaid by Taxing Unit to taxpayers owning real property in the TIF District; Amendment No. 3 to Tarrant County Participation Agreement Downtown TIF Page 2 c. Any funds which represent penalty, interest, or attorney's fees on any delinquent tax payments made to the Taxing Unit by taxpayers owning real property in the TIF District; d. Any taxes uncollected by the Taxing Unit due to agricultural or other ad valorem tax exemptions. Exhibit D-3 is hereby made part of this Amendment and the Agreement for all proposes. 3. Exhibit C, Section II.B. (Project Cost Limitation) of the Participation Agreement is hereby amended, as follows; The x+n+um amountf`o`r'oiect "costs;' (as defined in Section 311.002 of the Act) that may be paid through Tax Increment deposits directly and/or through development agreements or other obligations of the City secured by Tax Increment deposits€ gs $1 '00:000io00;00! 4. All other provisions and conditions of the Participation Agreement shall remain in full force and effect. 5. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement. 6. This Amendment contains the final written expression of the City and Taxing Unit with respect to the subject matter hereof. This Amendment maybe executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Amendment No. 3 to Tasant County Participation Agreement Downtown TIF Page 3 EXECUTED as of the later date below: CITY OF FORT WORTH, TEXAS: BY Fernando Costa Assistant City Manager Date: sI,A14 ATTEST: By: MaryJ City So APPROVED AS TO FORM/LEGALITY: By: 11i1ales]iia Farmer Senior -Assistant City Attorney M&C: G-18025 Approved: September 24, 2013 TARRANT COUNTY, TEXAS: By. 46. Glen tley County Judge Date: t / TTEST: ��' Name: Deputy County Clerk S APPROVED AS TO RM* Br ley Rik _ -- AssistanWistrict Attorney Court Order No. 111 .Z( [ -By law, the District Attorney's Office may only approve contracts for its clients. We reviewed this document from our client's legal perspective. Other parties may not rely on this approval instead those parties should seek contract revlewfrom independent counsel. Amendment No. 3 to Tarrant County Participation Agreement Downtown TIF Page 4 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Tax Increment Reinvestment Zane Number Three City of Fort Worth, Texas (Downtown TIP) Amended Project and Financing Plans September 16, 2013 Background and Introduction Tax increment financing (TIF) is an economic development tool authorized by Chapter 311 of the Texas Tax Code by which local governments can publicly finance needed structural and infrastructure improvements in order to promote new development or redevelopment within a defined area called a reinvestment zone. TIF districts may be established by municipalities or counties as long as on area meets certain conditions, as set forth in Exhibit "A." A TIF district allows for the tax increment generated from appreciating property values within the area to be dedicated to public improvements within the some area. At the time an area is designated as a reinvestment zone, the existing total taxable value of real property in the zone is identified and designated as the "base value". As the total assessed value of property within a TIF district increases over time, an increase in the taxes collected from the additional value is captured and placed into a special fund, which is used to finance public improvements; only taxes collected from the increased taxable value within the TIF district are placed into the special fund. All other taxes collected from the base value continue to flow to the local taxing entities within the district. The difference between total property value and base value is the property value increment. Taxes collected on that difference in value is the "tax increment." Participating taxing entities may deposit all, a predetermined portion, or none of the incremental taxes in a designated TIF district fund for the purpose of financing the planning, design, construction, or acquisition of public improvements within the TIF district. All taxing units that levy taxes within the zone will continue to receive tax revenues derived from the base value, whether or not the taxing jurisdiction chooses to participate in the TIF. TIF districts have a set term. The TIF district will end on the earlier of (1) the termination date Included in the ordinance that established the zone; or (2) the date on which all project costs have been paid in full. Any revenues remaining in the TIF district fund after the dissolution of the TIF will be returned to each participating taxing unit in a pro rara fashion. Each TIF district is overseen by a Board of Directors composed of five to 15 members appointed by the local taxing jurisdictions. Since Tax Increment Reinvestment Zone Number Three (the Downtown TIF) was created due to a petition submitted to the City of Fort Worth by the owners of property constituting at least 50 percent of the appraised value of the property in the area, the TIF Board's composition is mandated by state law. The state representative and state senator representing the area may each make an appointment to the Board. Each participating taxing jurisdiction may appoint one member, and any remaining seats up to nine are filled by appointments made by the Fort Worth City Council. The TIF board of directors oversees improvements to the area and may choose to dedicate TIF district funds to reimburse developers for public improvements. At the time of publication, the City of Fort Worth has eleven active TIF districts! Speedway, Downtown, Southside, Riverfront, North Tarrant Parkway, Lancaster, Trinity River Vision, Lone Star, East Berry Renaissance, Woodhaven, and Trinity Lakes. Downtown TIF Amended Project and Financing Plan Page 1 of 7 Project Plan Boundary Description, Existina Uses. and Proposed Uses The Zone was created on December 15, 1995 by the Fort Worth City Council in order to attract investment and redevelopment of property in downtown Fort Worth. The area covers just over 400 acres and is generally bounded to the north by the Trinity River, east by the Burlington Northern Santa Fe Railroad (BNSF), south by Lancaster Avenue, Calhoun Street 71h Street, Burnett Street, and 3rd Street, and west by Henderson Street and Weatherford Street. A map of the TIF district and a legal description of the property can be found in Exhibits "B" and "C," respectively. The Zone is composed of a variety of uses, including office space (public and private), residential (rental apartments and owner -occupied and tenant -occupied condominiums and townhomes), retail, educational, and religious. The Downtown has developed into the City's premier mixed -use district, where thousands of employees, residents, tourists and other visitors spend their time, energy and money. The TIF District is enhanced by proximity to several recently renovated public parks, including the Fort Worth Water Gardens, Burnett Park and General Worth Square. The TIF district also benefits from its inclusion in Fort Worth Public Improvement District Number One, a $2 million annual effort that provides maintenance, security, marketing and research services to Downtown. A map of the existing uses of the Zone can be found in Exhibit "D." Downtown is the oldest neighborhood in Fors Worth, encompassing the site of the original Army outpost and Pioneer's Rest Cemetery. The area sits atop the bluffs of the Trinity River and extends southward towards Lancaster Avenue. Although much of the topography is favorable to development, much of the underground infrastructure is outdated and undersized for modern development requirements. Public right-of-way improvements vary in quality and are particularly poor in part of the core and several outlying areas. Additionally, surface parking still occupies a large part of the area within the Zone. While development standards and design guidelines have improved the public spaces around newer developments, including parking facilities, many corridors and parking lots still have challenging streetscapes that detract from the pedestrian experience. Creation of the TIF district was a recommendation of the 1993 Downtown Strategic Action Plan, a document sponsored and adopted by Downtown Fort Worth, Inc., the City of Fort Worth, and the Fort Worth Transportation Authority. The plan resulted from a two-year process that involved substantial input and review from citizens, government officials, and Downtown stakeholders. The plan guides center city growth and development and helps ensure that Downtown reflects Fort Worth's unique culture, warmth, character and values. Community leaders realized that Downtown is critical to the overall economic health and image of greater Fort Worth. The Downtown Plan envisioned that a TIF district would be needed to finance several major Downtown projects including public parking and connecting systems, streetscape improvements, and historic preservation. The Plan recognized that these public infrastructure investments would be needed in order for Downtown to succeed in attracting private investment. The costs of the required infrastructure exceeded the City's normal funding amounts and the improvements were needed in advance of the City's normal funding cycle. While private financing was available for creation of the Tandy Outlet Mall, expansion of the Sundonce Square retail area, and construction of the new Bass Downtown TIF Amended Project and Financing Plan Page 2 of 7 Performance Hall, infrastructure in the form of parking facilities, pedestrian connections, and subway system upgrades was seen as crucial to the success of these private investments. Over time, some of the original TIF projects were completed and others were made moot by changing development patterns and priorities in downtown. For example, the Tandy subway system was decommissioned when RadioShock Corporation moved its headquarters to a new location and sold the Tandy Center complex, The Fort Worth Transportation Authority with funding assistance from Public Improvement District Number One, implemented a trolley circulator that provides the north -south connecting system envisioned in the original TIF plan. The Santa Fe Freight House was leased in order to build a public market, but has since been repurposed as classrooms and offices of the UTA Fort Worth Center. Various streetscape and infrastructure improvements have been made through the TIF District, but this work is ongoing and infrastructure needs still exist throughout Downtown. The 2003 update of the Downtown Strategic Action Plan recognized the major investments that had taken place over the preceding decade, much of it owing to projects undertaken with TIF support. The Downtown TIF has been instrumental in historic preservation (the Ashton Hotel); streetscape improvements (Cassidy Corner, Pecan Place, Chase Bank, Trinity Bluff); creation of a public market, then a higher education center (Santa Fe Freight House—UTA Fort Worth Center); environmental remediation (The Tower); and garage leases for free public parking supporting Bass Hall, the Central Library and Downtown's retail establishments, restaurants, and arts and entertainment venues. The TIF Board of Directors appointed an Advisory Committee to receive a consulting study executed by the Leland Group in 2006 and make recommendations on updating the Downtown TIF Project and Financing Plan- The Advisory Committee's recommendations built on the TiF's successes and reflect the priorities contained in the 2003 Downtown Strategic Action Plan. The inclusion of affordable housing in the TIF Project Plan was recommended by the TIF Board and adopted by City Council in April 2012. This change resulted in the TIF's participation in the redevelopment of Hunter Plaza, a planned mixed -income project operated by the Fort Worth Housing Authority. Plan 2023, the new Downtown Strategic Action Plan, also contained recommendations relevant to the objectives of the Downtown TIF. Beyond ongoing infrastructure and transportation needs, the Plan also identifies needed park improvements, greater residential density and new primary and secondary schools that will result in greater vitality in Downtown. Puroase and Results of the Downtown TIF The Downtown TIF's successes thus for can be evaluated against the original TIF Project Plan's stated purposes. The goal of attracting investment and redevelopment that would not occur without TIF-financed infrastructure is exemplified by The Tower and numerous subsequent for -sale residential developments; revitalization of the Tandy Center, now City Place; the Chase Bank office building, parking garage and retail; the historic renovated Ashton Hotel; the UTA Fort Worth Center; and enhanced streetscape throughout the Trinity Bluff area of Downtown_ Use of tax increment to fund required public infrastructure is represented by the 2,826 free evening and weekend parking spaces available to the general public, in addition to daytime, Downtown TIF Amended Project and Financing Plan Page 3 of 7 Bass Fiala patron and Central Library patron parking; streetscape improvements in the Downtown core, Pecan Place and Trinity Bluff areas; utility relocation in Trinity Bluff; and environmental remediation at the Tower. The goal of generating new anchors for Downtown to create redevelopment momentum and tax base that survives the TIF is exemplified by the strong office and residential markets, and specifically by City Place, the Tower, Trinity Bluff, and the strengthened retail core. The TIF District has created net financial gain to local governments since the first years of its existence, and substantial financial gains after 2006. Each year since then, TIF District substantially exceeded its $5 million annual cap and has returned more than $47 million of tax increment to the participating local governments. Although cessation of the Fort Worth Independent School District's participation in the TIF reduced the overall tax increment by more than $4 million per year after 2013, the TIF is still expected to generate more than $8.5 million in tax increment in 2014 and beyond. To capture the "metropolitan visitor," more tourists and conventions, the TIF has been used to support free evening and weekend parking, making Downtown a regional destination. In addition, the clear success of Bass Hall and the Ashton Hotel were made possible in part by TIF participation. By 2010, the TIF had helped Downtown exceed the goal of having 1 % of Fort Worth's residential inventory (3,172 of the city's total 295,283 housing units) and had created a quality urban environment capable of attracting a competitive share of corporate office, government office and other commercial developments. The impressive growth of restaurant and retail sales in SUndance Square, aided by TIF parking leases, is a testament to Downtown's vitality and its enhanced role in our city's quality of life. Proposed Zonina Chanaes The majority of the Zone is located within the City's Central Business District Zoning classification as depicted in Exhibit "E." Development within this area is subject to review by the City's Downtown Design Review Board. Future zoning changes are anticipated for property within the Zone currently zoned Medium Industrial. Over time, many of these properties are likely to be rezoned Central Business District as industrial uses are phased out and property owners realize the benefits of high -density mixed - use zoning. Relocation Method for Displaced Persons It is anticipated that no persons shall be displaced as a result of implementing these Project and Financing Plans. downtown TIF Amended Proiect and Financing Plan Page 4 of 7 Ill. Financing Plan Proiect Descriotions. Estimated Proiect Costs. and Administration. This amended and restated Downtown TIF project plan retains projects from the current plan and adds several new projects as described below. Tax increment deposits from local governments shall be subject to a $5 million annual cap and a lifetime cap of 5100 million. 1. Historic preservation through fagade leases in order to preserve and rehabilitate historic buildings and spur new development such as the Ashton Hotel° ($850,000) and the Jett and Land Title Buildings ($1,276,000); 2. Environmental remediation to remove asbestos and support new construction, such as the redevelopment of The Tower' into condominiums and office space ($2,887,520); 3. Utility relocation and removal for public infrastructure improvements at the site of the Marriott Hotel° ($206,864); 4. Streetscape improvements to create a pedestrian friendly environment, such as: a. Cassidy Corner ($57,292) b. Chase Bonk* ($285,242) c. Pecan Place' ($207,000) d. Trinity Bluff' ($1,255,792) e. Oliver's Grocery Store' ($97,486) f. Third Street also includes wayfinding planning ($1 1 3,01 1) g. Hunter Plaza ($400,000 — proposed); 5. Santa Fe Freight House lease, operations, and improvements ($5,1 D4,096); 6_ Sundance Square Streetscape, traffic improvements, and the construction of three new mixed -use buildings and a plaza ($9,724,000); 7. Parking garage leases to accommodate parking needs for downtown visitors during evenings and weekends, such as: a. Bass Ha(I ($6,858,896) b. City Center ($2,164,469) c. City Place (511,058,387) d. Chase Bank ($9,148,798) e. Tarrant County Family Law Center ($3,712,425) f. The Tower ($9,685,925) g. Insurance of garages and marketing for free -parking options ($527,996) 8. Affordable housing incentives to encourage the development of quality, affordable, and accessible housing units, including the redevelopment of Hunter Plaza ($8,000,000); 9. Residential density and parking* incentives to generate significant new tax increment from high rise development in the downtown core ($9,000,000); 10.Infrastructure and transportation improvements* to address the critical infrastructure needs and ease transit accessibility on downtown corridors and sites such as Main Street, Commerce Street, Trinity Bluff, Heritage Plaza, and Paddock Park ($12,150,000); 11. Retail fagade improvement matching grants* to help improve historic buildings' facades that would encourage a more appealing streeiscape and shopping experience ($300,000); and 12.School for Science, Technology, Engineering, and Math (STEM)* to support the development of a public school to enhance downtown's educational offerings as well as residential appeal ($1,000,000); Downtown TIF Amended Project and Financing Plan Page 5 of 7 13.Signage* to support and direct vehicular and pedestrian traffic ($150,000); and 14. TIF District Administration for management and planning ($4,81 1,767). o Denotes completed projects; * Denotes new projects The Zone is administered by Downtown Fort Worth, Inc., a 501(cj (6) nonprofit corporation, with assistance from the City of Fort Worth Housing and Economic Development Department. Development is guided by the objectives in the Downtown Fort Worth Strategic Action Plan as revised every 10 years and adopted by the Fort Worth City Council as part of the City's Comprehensive Plan. Economic Feasibility Statement. Proiections. and Methods of Financing City staff has determined that the Project and Financing Plan is economically feasible per the tax increment financing projections included in Exhibit "F". It is anticipated the City of Fort Worth, Tarrant County, Tarrant County College District, Tarrant County Hospital District, and the Tarrant Regional Water District will continue to participate in the TIF district in order to have TIF funds available for TIF Project reimbursement. These financial projections also show the TIF Project Costs are reimbursable over the course of the term as the total increment generated exceeds the total TIF Project Costs. The TIF district Board of Directors will approve eligible TIF Project Costs on a case -by -case basis. Approved TIF Project Costs will be reimbursable to the developer upon completion, as set forth in each Development Agreement. Bond Indebtedness No bond indebtedness is expected to be incurred with respect to any of the project improvements. Estimated Timefrome TIF projects are expected to be completed during the lifetime of the Zone. It is not anticipated the Zone's term will be extended. Current Taxable Values The base value (1995) of property in the Zone is $217,893,395 (TIF 3) and $104,547,242 (TIF 3A) for a total base value of $322,440,637. The current value of property in the zone is $687,404,750 (TIF 3) and $209,877,987 (TIF 3A) for a total current value of $897,282,737. The Zone has grown by 178 percent since its creation in 1995. Term The term of the Zone began on January 1, 1995 and will expire on December 31, 2025, beginning with the tax increment calculated by the 1995 tax appraisal and ending with the tax increment calculated by the 2025 tax appraiscl. Downtown TIF Amended Projecr and Financing Plan Page 6 of 7 IV. Exhibits [To Immediately Follow] A. Criteria for Reinvestment Zone B. Boundary Map C Legal Description D. Map of Existing Uses E. Map of Current Zoning F. TIF District Finoncla( Projections Downtown TIF Amended Projeci and Finononc Plan Page 7 of 7 Exhibit "A" [information on following Page] Downtown T1F Amended Project and Financing Plan Exhibits Sec. 311.005. CRITERIA FOR REINVESTMENT ZONE. a) To be designated as a reinvestment zone, and area must: 1) Substantially arrest or impair the sound growth of the municipality or county designating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use because of the presence of: A) A substantial number of substandard, slum, deteriorated, or deteriorating structures; B) The predominance of defective or inadequate sidewalk or street layout; C) Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; D) Unsanitary or unsafe conditions; E) The deterioration of site or other improvements; F) Tax or special assessment delinquency exceeding the fair value of the land; G) Defective or unusual conditions of title; H) Conditions that endanger life or property by fire or other cause; or 1) Structures, other than single-family residential structures, less than 10 percent of the square footage of which has been used for commercial, industrial, or residential purposes during the preceding 12 years, if the municipality has a population of 100,000 or more; 2) Be predominantly open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors substantially impair or arrest the sound growth of the municipality or county; 3) Be in a federally assisted new community located in the municipality or county or in an area immediately adjacent to a federally assisted new community; or 4) Be an area described in a petition requesting that the area be designated as a reinvestment zone, if the petition is submitted to the governing body of the municipality or county by the owners of property constituting at least 50 percent of the appraised value of the property in the area according to the most recent certified appraisal roll for the county in which the area is located. a-1) Notwithstanding Subsection (a), if the proposed project plan for a potential zone includes the use of land in the zone in connection with the operation of an existing or proposed regional commuter or mass transit rail system, or for a structure or facility that is necessary, useful, or beneficial to such a regional rail system, the governing body of a municipality may designate an area as a reinvestment zone. In this Section, "federally assisted new community" means a federally assisted area that has received or will receive assistance In the form of loan guarantees under Title X of the National Housing Act, if a portion of the federally assisted area has received grants under Section 1 07(a)(1) of the Housing and Community Development Act of 1974. Downtown T1F Amended Project and Financing Plans Exhibit A - Page 1 of 1 Exhibit "B" [Information on following page] Downtown TIF Amended Project and Financing Plan Exhibits I i+ � --`:, �� ti', �s N��- - � anti � �'\ •',� _' ' " rags �'' � f'Yi�4 !�' : �"i :��;a � � \ -��'4 ' �y •'`� � � '- � ` IDS= • r '.. 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MRfl` letp FAR VIA Exhibit "C" [Information on following page] Downtown TiF Amended Project and Financing Plan Exhibits Legal Description, Part 1 Beginning at a point of the intersection of a projection of the south ROW line of 3'd Street and the west ROW line of Henderson Street, thence Northwesterly along the west ROW line of Henderson Street to a point where said line intersects with the south ROW line of Weatherford Street, thence Southwesterly along the south ROW line of Weatherford Street and what would be a projection of the said south line to a point where the projection of said line intersects with the west ROW line of Penn Street, thence Northwesterly along the west ROW line of Penn Street which transitions to the south ROW line of Forest Park Boulevard (where Forest Park Boulevard curves into Weatherford Street and Belknap Street), thence Following the same Forest Park Boulevard ROW line as it curves to westerly, then to southwesterly to a point where said line intersects with the north ROW line of 51h Street, thence Due west along a due west projection of the north ROW line of 51h Street to a point where this due west line intersects with the centerline of the Clear Fork of the Trinity River, thence Following the centerline of the Clear Fork of the Trinity River northeasterly to a point of intersection with centerline of the west ROW fine of Henderson Street, thence Southeasterly along the west ROW line of Henderson Street to a point where said line intersects with the south ROW line of Belknap Street, thence Northeasterly along the south ROW line of Belknap Street to a point where said line intersects with the east ROW line of Cherry Street, thence Southeasterly along the east ROW line of Cherry Street to a point where said line intersects with the south ROW line of Weatherford Street, thence Northeasterly along the south ROW line of Weatherford Street to a point where said fine intersects with the east ROW line of Taylor Street, thence Southeasterly along the east ROW of Taylor Street to a point where said line intersects with the north ROW line of 3'd Street, thence Northeasterly along the north ROW line of 31d Street to a point where said line intersects with the west ROW line of Throckmarlon Street, thence Northwesterly along the west ROW line of Throckmorton Street to a point where said line intersects with the south ROW line of Belknap Street, thence Northeasterly along the south ROW line of Belknop Street to a point where said line intersects with the west ROW line of Houston Street, thence Downtown TIF Amended Project and Financing Pion Exhibit C - Page 3 of 5 Southeasterly along the west ROW line of Houston Street to a point where said line intersects with the south ROW line of Weatherford Street, thence Northeasterly along the south ROW line of Weatherford Street to a point where said line intersects with the west ROW line of Commerce Street, thence Northwesterly along the west ROW line of Commerce Street to a point where said line intersects with the north ROW line of Belknap Street, thence Southwesterly along the north ROW line of Belknap Street to a point where said line intersects with the west ROW line of Houston Street, thence Northwesterly along the west ROW line of Houston Street to a point where said line intersects with the south ROW line of Franklin Street, thence Westerly along the south ROW line of Franklin Street to a point where said line intersects with the east ROW line of Taylor Street, thence Northwesterly along the east ROW line of Taylor Street to a point where said line intersects with the centerline of the West Fork of the Trinity River at the projection of the east ROW line of Taylor St., thence Southeasterly, then easterly, and then northeasterly along the centerline of the West Fork of the Trinity River to a point of intersection with the projection of the north ROW line of Cummings Street (Cummings Street turns westward as depicted on the TAD tax maps), thence Easterly along the said projection and north ROW line of Cummings Street to a point where said line turns southeasterly along the east ROW line of Cummings Street, thence Southeasterly along the east ROW line of Cummings Street to a point where said line intersects with what would be the projection of the north ROW line of Peach Street, thence Northeasterly along the north ROW line of Peach Street to a point where said line intersects with the east ROW line of the Burlington Northern Santa Fe Railroad, thence South -southeasterly along the east ROW line of the Burlington Northern Santa Fe Railroad to a point of intersects with the north ROW line of Lancaster Avenue, thence West along the north ROW line of Lancaster Avenue to a point where said line intersects with the east ROW line of Calhoun Street, thence Northwesterly along the east ROW line of Calhoun Street to a point where said line intersects with the north ROW line of 711 Street, thence Southwesterly along the north ROW line of 71' Street to a point where said line intersects with the west ROW line of Burnett Street, thence Northwesterly along the west ROW line of Burnett Street to a point where said line intersects with the south ROW line of 3rd Street, thence Downtown TIF Amended Project and Financing Plan Exhibit C - Page 2 of 5 Southwesterly along the south ROW line of 31d Street to a point where said line intersects with the west ROW line of Henderson Street which is the point of beginning. Legal Description, Part 2 The boundaries of the Zone cut out the following land descriptions: Tarrant Countv Collea_e Acauisition Area Beginning at a point which is the intersection of the north ROW line of Weatherford Street and the east ROW line of Commerce Street in Downtown Fort Worth, Tarrant County Texas, thence Easterly along the north ROW line of Weatherford Street where said line intersects with the west ROW of Jones Street, thence Northerly along the west ROW line of Janes Street where said line intersects with the north ROW of Belknap Street, thence Easterly along the north ROW line of Belknap Street where said line intersects with the west ROW of Pecan Street, thence Northerly along the west ROW line of Pecan Street where said line intersects with the south ROW of Bluff Street, thence Easterly along the south ROW line of Bluff Street where said line Intersects with the east Lot Line of Lot #1320-5-TO, thence Northerly along the east Lot Line of Lot #1 320-5-10 where said line intersects with the south lot line of Land 600 Block Lot #15A, thence Westerly along the south lot line of Land 600 Block Lot #15A where said line intersects with west lot line of Land 600 Addition Block Lot 15A, thence Northerly along the west lot line of Land 600 Addition Block Lot 15A where said line intersects with the center line of the Trinity River, thence Westerly along the center line of the Trinity River where said line intersects with the east ROW line of Main Street, thence Southerly along the east ROW line of Main Street where said line intersects with the riorth ROW line of Franklin Street, thence Easterly along the north ROW llne of Franklin Street where said line intersects with the east ROW line of Commerce Street, thence Southerly along the east ROW line of Commerce Street where said line intersects with the north ROW line of Weatherford Street, which is the point of beginning. Downtown TIF Amended Project and Financing Plan Exhibit C - Page 3 of 5 Tandy Tech Center Beginning at a point which is the intersection of the south ROW line of Weatherford Street and the east ROW line of Cherry Street in Downtown Fort Worth, Tarrant County Texas, thence Southerly along the east ROW line of Cherry Street where said line intersects with the north ROW of 1 °1 Street, thence Easterly along the north ROW line of I" Street where said line intersects with the east ROW of Burnett Street, thence Southerly along the east ROW line of Burnett Street where said line intersects with the north ROW of 2^d Street, thence Easterly along the north ROW line of 2n4 Street where said line intersects with the west ROW of Taylor Street, thence Northerly along the west ROW line Taylor Street where said line intersects with the south ROW of Weatherford Street, thence Westerly along the south ROW line of Weatherford Street where said line intersects with the east ROW of Cherry Street, which is the point of beginning. Transoort Life Buildina (714 N. Main Street) The entirety of Lots 9, 10, 11, and 12 of Block 108 in Downtown Fort Worth, Tarrant County, Texas. Legal Description, Part 3 The boundaries of the Zone added the following land descriptions: Beginning at a point of the intersection of the east ROW line of Cummings Street and south ROW line of Peach Street, thence Easterly along the south ROW line of Peach Street to a point where said line intersects with the east property line of Block 124, Lot 9A of the Fort Worth Original Addition, thence Northerly from the east property line of Block 124, 9A of the Fort Worth Original Addition to a point where said line intersects with the north ROW line of Peach Street and the east ROW line of Samuels Avenue, thence Westerly from the east ROW line of Samuels Avenue to a point where said line intersects the southeast Property Line of Block 1, Lot 51? of the Cummings -Boaz Addition, thence Westerly along the south property line of Block 1, Lot 51? of the Cummings -Boaz Addition to a point where said line intersects the east property line of Lot 18B of the Cummings Addition, thence Northerly along the east property line of Lot 1 8B of the Cummings Addition to a point where said line intersects the north property line of Lot 18B of the Cummings Addition, thence Downtown TIF Amended Project end Financing Alan Exhibit C - Page 4 of 5 Westerly along the north property line of lot 189 to a point where said line intersects the east property line of Lot 4A of the Cummings Addition, thence Northerly along the east property line of lot 4A of the Cummings Addition to a point where said line intersects the north property line of Lot 4A of the Cummings Addition, thence Westerly along the north property line of Lot 4A to a point where said line intersects the east ROW line of Cummings Avenue, thence Southerly along the east ROW line of Cummings Avenue to a point where said line intersects with south ROW line of Peach Street, which is the point of beginning. Downtown TIF Amended Project and Financing Plan Exhibit C - Page 5 of 5 Exhibit "D" [Information on following page] Downtown T[F Amended Project and financing Plan Exhibits _7 Current Land Use Single Family Condominiums Multifamily Duplex Y, 1-7 Residential (Vacant) Vacant) 1 1-44 T Commercial K N Commercial Electric Companies "Al LI --k 03, Rt M`q ME 0-IR fi 'IP U U. A I ra 19 tG ;N -A.- I T P N g - 'ji Z` A ILL T Yj n tip z R . Exhibit "E" [Information on following page] Downtown TIF Amended Project and Financing Plan Exhibits I P-09 mo I I ff D -V d'. Zoning Si ngle Family Mown Two Family NO High Density Multifamily Intensive Commercialll k Central Business Medium Industrial Planned Development !Y24 Trinity Uptown Y I AN TCCD Trinity Uptown ly 3. V N \1 INE, o-D 'T RA A 7 - Mat 'foul Exhibit "F" [information on following page] Downtown TIF Amended Project and Financing Plan Exhibits n1 wn1J11Jae nolemonl '.•wn1 ye irwa t1. 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MINI OvAllm I.-=11 i �PYIIrAOAU r0]014.I111 1 IAII.}rJ G3110 .e..w lelr,e a14v Y2y11 YI.]rl lILIe] ati]Jt t22=7-Cn•.FYI r co .� : u I RESOLUTION AMENDMENT TO PARTICIPATION AGREEMENTS BY TARRAANT COUNTY AND TARRANT COUNTY HOSPITAL DISTRICT IN FORT WORTH TAX INCREMENT FINANCING REINVESTMENT ZONE ##3 - DOWNTOWN TIF WHEREAS, the Fort Worth City Council approved Ordinance No. 12324 establishing Tax Increment Financing Reinvestment Zone Number Three (the "Zone"), City of Fort Worth,. Texas, in accordance with the Tax Increment Financing Act, to promote development and redevelopment in the medical district area of Fort Worth through the use of tax increment financing; and WHEREAS, in 1996 the City of Fort Worth and Tarrant County, through Commissioners Court Order No_ 73865A, entered into an agreement under which the County agreed to deposit one hundred percent (100%) of the County's Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement: and WHEREAS, in 1996, the City of Fort Worth and the Tarrant County Hospital District entered into an agreement under which the Hospital District agreed to deposit One hundred percent (100%) of the Hospital Districts Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement'), as specifically provided in that Participation Agreement; and WHEREAS, two (2) subsequent amendments to the Participation Agreements have been approved providing for expansion of the Zone boundaries and modifications to the Project and 1~inancina Plan: and WHEREAS, the newest amendment to the Project and Financing Plan provides for an increase in the maximum Project Costs to be funded in the Zone, and furtherprovides for an increase in Tarrant County's and Tarrant County Hospital District's cumulative contribution to the TIF District's Tax Increment Fund, while providing for a decrease in the County's and Hospital District's annual percentage contribution to forty percent (40%) of their respective Tax Increment; and WHEREAS, the Tarrant County Commissioners Courtrecognizes that Tarrant County's and Tarrant County Hospital District's continued participation in funding of the Zone through approval of the amended Project and Financing Plan will have the desired effect of further developing the area to the benefit of all taxing units which levy taxes in the proposed reinvestment zone; NOW, THEREFORE, BE IT RESOLVED: That the Tarrant County Commissioners Court hereby approves the Amended Project and Financing Plan and continued participation in funding of Fort Worth Tax increment Financing Reinvestment Zone #3 and, begm in with Tax Year 2013 the payment into the tax increment fund of fortypErcent.TLP};ofthec-- -tech_ ccemcaital_taar_revenus.producedbyaPP1Y.M the=Comity and Hospital District respective taarra s•to the incremental increase in the taxable value ofproperty located in the Zane, through December 31 2025,• aruntil $1.0%90 666-;ruilliora in cumulative tax _ _ ... xnncreinent funds have been contra` 44 taxing entities; whichever occurs first, in accordance with the terms of the Participation Agreements and the Amendment No. 3 to the Participation Agreements; that the Amendment No. 3 to the Participation Agreements for the County and Hospital District be and are hereby approved; that the Commissioners Court hereby agrees to enter into the Amendment No. 3 to the Participation Agreements as a party thereto; and the County Judge of the County be and is hereby authorized and directed to execute said Amendment No. 3 to the Participation Agreements on behalf of the County, Hospital District and Commissioners Court substantially in the form of the attached hereto and carry out the terms thereof at the appropriate time(s). PASSED AND APPROVED, IN OPEN COURT, this I Ph day of March 2014. COURT ORDER NO. 117a-(y 0.G5,exq4 B. Glen Whitley, County Judge Roy C. rooks Commissioner, Precinct 1 Garyry4Fices Commissioner, Precinct 3 -A PEST: J � Gounty Clerk Commissioner, Precinct 2 J - Johns Commissioner, Precinct APP AS Asst. r Attorney 'EsXHI$IT F Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (Downtown TIF) Amended Project Plan and Financing Plan Prepared for The City of Fort Worth November 6, 2024 Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (Downtown TIF) Amended Project Plan and Financing Plan Table of Contents 1. Tar Increment Financin- Overview...........................................................................3 2. Amended Project and Financing Plan ........................ ................................................. 4 3. The Project Plan....................................._..................------------..----................................4 a. Description of the Zone ..................................................................................4 b. Proposed Changes to Current Ordinances and Codes.....................................7 C. Estimated Private Investment (Non -Project Costs).......................................7 d. Method of Relocating Displaced Persons ..................7 C. Relationship to Lancaster TIF.........................................................................7 4. The Financing Plan.................................................................................•--.--..............& a. Proposed Projects and Improvements.............................................................a I b. Revenue Projections ................. ...10 5. Summary of Project Costs and Financing.................................................................12 f. Tables.............................----....................................................................................._.13 7. Exhibits.....................................................................................................................14 A. Map of Boundary ......................14 B_ Legal Description................................................................................................15 C. Map of Potentially Underutilized Properties in Downtown .......I.......................19 Downtown TIF - 2024 Amended Project and Financing Plan Page 2 of 20 L Tax Increment Financing Overview. Tax increment financing ("TIF") is a tool Texas local governments use to finance public improvements within a defined area. These improvements are intended to promote development or redevelopment in the defined area and surrounding areas. The statute governing tax increment financing is codified in Chapter 311 of the Texas Tax Code (the "Tax Code"). Chapter 311 is often referred to as the Tax Increment Financing Act and it allows municipalities to create `reinvestment zones" within which various public improvements can be undertaken. A municipality makes an area eligible for tax increment financing by designating a reinvestment zone. Essentially, for the City to initiate the designation of an area as a reinvestment zone; the area must 1) substantially arrest or impair the sound growth of the municipality creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition; or 2) be predominately open and, because of obsolete platting, deterioration of structure or site improvements, or other factors, substantially impair or arrest the sound growth of the municipality, or 3) be in a federally assisted new community located in the municipality or adjacent to such property. At the time an area is designated a reinvestment zone for tax increment financing, the existing total taxable value of real property in the zone is identified and designated as the "base value." All taxing units that levy taxes in the zone during the life of the Downtown TIF will continue to receive the tax revenues derived from the "base value." As new development is added to the tax rolls within the Downtown TIF area, total assessed valuations rise. This rise in new value is measured annually and is called the "captured appraised value." The taxes that are collected by the participating taxing jurisdictions on the incremental increase between the original "base value" and the current year's "captured appraised value" is the Max increment." Each taxing unit choosing to participate in the Downtown TIF will agree to deposit a portion or all of the taxes generated from the "tax increment" into a TIF fund administered by a TIF Board that is appointed by the local taxing units. The Downtown TIF Board uses the tax increment to mare public improvements in the area to attract private development that would not otherwise occur or that may not occur until a much later date. Additionally, the Downtown TIF Board may enter into development agreements to participate in new development or redevelopment or to facilitate the financing of eligible public improvements that support the objectives of the Downtown TIF District as described within the Project Plan and Financing Plan (the "Plan") as adopted by the Downtown TIF Board and participating local taxing units_ The Downtown TIF District ends on the earlier of 1) the termination date contained in the ordinance establishing the zone, (2) the termination date in the ordinance extending the term of the zone, or 3) the date on which all project cost have been paid in full. Any revenues remaining in the Downtown TIF fund after the dissolution of the Downtown TIF are returned pro rata to each participating taxing unit. Downtown TIF - 2024 Amended Project and Financing Plan Page 3 of 20 2. Amended Proiect and Financine Plan. This amended Project and Financing Plan (`Amended PFP") for the City of Fort Worth Tax Increment Reinvestment Zone Number Three ("Downtown TIF") replaces the previous project and financing plan for the Downtown TIF as adopted in 2013 (the "2013 Plan"). Except as otherwise prescribed, allowed for. or prohibited by state law, the powers and restrictions of the Downtown TIF will be as provided for in this Amended PFP. The adoption of this Amended PFP is done in recognition of the continued set of conditions that apply to Downtown Fort Worth which require or might otherwise benefit from the form of support contemplated by Chapter 31 I of the Tax Code and that may be further improved by the continued existence and resources of the Downtown TIF. Moreover, the adoption of this Amended PFP and the amendment or replacement of associated agreements, ordinances, etc. is done in response to new elements, considerations, and opportunities not originally anticipated in 2013 Plan that may require additional support for a term extending beyond that presented in the 2013 Plan. 3. The Proiect Plan. a. Descrivtion of the Zone. The Downtown TIF was created on December 15, 1995 by the Fort Worth City Council in order to attract investment and redevelopment of property in downtown Fort Worth. The area covers just over 400 acres and is generally bounded to the north by the Trinity River, east by the Burlington Northern Santa Fe Railroad (BNSF), south by Lancaster Avenue, Calhoun Street 7th Street, Burnett Street, and 3rd Street, and west by Henderson Street and Weatherford Street. A neap of the Downtown TIF district and a legal description of the property can be found in Exhibits "A" and "B," respectively_ i. The Downtown TIP is composed of a variety of uses, including office space (public and private), residential (rental apartments and owner -occupied and tenant -occupied condominiums and townhomes), retail, educational, and religious buildings. The Downtown area has developed into the City's premier mixed -use district, where thousands of employees, residents, tourists and other visitors spend their time, energy and money. Downtown is the oldest neighborhood in Fort Worth, encompassing the site of the original Army outpost and Pioneer's Rest Cemetery. The area sits atop the bluffs of the Trinity River and extends southward towards Lancaster Avenue. ii. Creation of the Downtown TIF was a recommendation of the I993 Downtown Strategic Action Plan ("Downtown Action Plan"), a document sponsored and adopted by Downtown Fort Worth, Inc., the City of Fort Worth, and the Fort Worth Transportation Authority. The Downtown Action Plan resulted from a two-year process that involved substantial input and review from citizens, government officials. and Downtown stakeholders. It guides center city growth and development and helps ensure that Downtown reflects Fort Worth's unique culture, authenticity, character and values. iii. Community leaders realized that Downtown is critical to the overall economic health and image of greater Fort Worth. The Downtown Action Plan envisioned that a TIF district would be needed to finance several major Downtown projects including public parking and connecting systems, streetscape improvements, and historic preservation. Downtown TIF - 2024 Amended Project and Financing Plan Page 4 of 20 iv. The Downtown Action Plan recognized that these public infrastructure investments would be needed in order for Downtown to succeed in attracting private investment. The costs of the required infrastructure exceeded the City's normal funding amounts and the improvements were needed in advance of the City's normal funding cycle. While private financing was available for several important projects, including expansion of the Sundance Square retail area. and construction of the new Bass Performance Hall, infrastructure in the form of parking facilities. pedestrian connections, and other public improvements were seen as crucial to the success of these private investments. v_ Over time, some of the original TIF projects were completed and others were made moot by changing development patterns and priorities in downtown. The 2003 and the 2013 updates to the Downtown Action Plan recognized the major investments that had taken place over the preceding decade, much of it owing to projects undertaken with TIF support, but that conditions and needs within the district were evolving in ways that still required support from the Downtown TIF District, albeit in different ways. This led to an amendment of the original project and financing plan by adoption of the 2013 Plan which enabled the Downtown TIF to support additional investment and public improvements that advanced the goals for Downtown and addressed many, though not all, of the issues for which the Downtown TIF had been established. vi. More recently and following the difficult conditions affecting the Downtown area, real estate markets, and general economy as a result of the COVID-19 pandemic and responding, more simply, to the ongoing growth and evolving characteristics of Downtown, a new Downtown Strategic Action Plan ("Plan 2033"), was prepared and adopted by the City Council. Plan 2033 incorporated community input from a year -long stakeholder engagement effort and that identifies various new and ongoing issues that are a focus for the Downtown area in the decade ahead — a period that reaches beyond the term of the Downtown TIF as reflected in the 2013 Plan. Priorities that include more housing and small businesses, better public spaces and improved public transportation were highlighted in Plan 2033 and serve as important guideposts for advancing public and private investment in the area. Plan 2033 also recognizes the continued need and opportunity for development within the Downtown Area, given the large number of underdeveloped properties that continue to hinder the district. A map of properties that are potentially underdeveloped is included in Exhibit C. vii. In addition to the goals, findings, and objectives of Plan 2033, several recent major projects within. the Downtown TIF form a new set of needs, challenges, and opportunities that require both an extension of the term of the Downtown TIF and a revised set of T[F projects to meet them. In particular, plans for the redevelopment of the Texas A&M University Law School and the creation of a multi -block campus and innovation hub surrounding it (the "Texas A&M Campus") hold the potential to significantly reshape the southern portion of Downtown and to support activity that could have tremendous implications for the local and regional economy. Plans for the Texas A&M Campus rely on investment; infrastructure, programming, and mutual support from the university system and the public and private sectors through a university -public -private partnership. The Downtown TIF - 2024 Amended Project and Financing Plan Page 5 of 20 Downtown TIF is an ideal tool for addressing some of the many requirements, both near- and long-term, for the area in or adjacent to the Downtown TIF that is generally located along and east of Commerce Street and south of 91h Street (the "Southeastern Quadrant"). Additionally, the City of Fort Worth has committed to a multi -phase redevelopment of the Fort Worth Convention Center which lies adjacent to the Downtown TIF near the Texas A&M Campus. Improvements to and a broadened capacity for the Fort Worth Convention Center to support larger meetings and conventions supports the related aim of the City to facilitate the development of a new convention hotel on property located within or near to the Downtown TIF. These and other important projects not only serve as catalysts for future improvements to the Downtown TIF, but add to the requirements of support from it. The investment activity, the development potential, and the need for additional public improvements in that area place the Southeastern Quadrant in a particularly important position to drive and to shape the character of growth for the broader Downtown TIF district and surrounding areas for many years to come. viii. This Amended Plan of the Downtown TIF is intended to address those challenges that are common to the area encompassed by the Downtown TIF boundaries through public improvements that may include, in general, road improvements, public water and sewer line improvements, demolition and environmental remediation, streetscaping and pedestrian improvements, public parking infrastructure, certain public amenities, and inter -district connectivity, and public -private partnership for the development of the district and its economy. ix. In general, this Amended Plan contemplates that local governmental entities, prospective developers or business tenants of properties located within the Downtown TIF, or certain quasi -governmental or non-profit entities may fund portions of public infrastructure or other public improvements utilizing financial support from the Downtown TIF Board through development agreements that provide for conditional funding or for the reimbursement of eligible expenses for these projects. It is also anticipated that the Downtown TIF Board may undertake certain public improvement projects dependent upon sufficient funding availability from tax increment in an effort to further enhance the area, thereby making it more attractive to new development and redevelopment, and, more generally, supporting a fuller realization of the goals, objectives, and vision established for the Downtown TIF district upon its initial establishment and as more recently articulated in Plan 2033. X. Projects will qualify for assistance by the use of TIF funds if those projects meet at least one of the criteria outlined below. Qualifying for assistance does not mean that the project will automatically receive TIF assistance_ Only projects in which the Downtown TIF Board has approved participation by the use of TIF funds through a development agreement will receive assistance. xi. Projects will be eligible for consideration for support by the Downtown TIF upon and subject of conditions approved by the Downtown TIF Board, including: • Adaptive reuse of an existing building; • Board -approved public amenities and parks improvements; Downtown TIF - 2024 Amended Project and Financing Plan Page 6 of 20 • Board -approved streetscape improvements; • Iligher-education and research facilities; • Historic preservation or restoration; • Infrastructure improvements that create or improve pedestrian and vehicular linkages to nearby districts; • Mixed -income and affordable housing; • Mixed -use and high-rise development; • Projects that lead to substantial direct job creation, corporate relocation, or otherwise contribute significantly to the strengthening of a target industry as identified in the City of Fort Worth Economic Development Strategic Plan then in effect; • Public parking facilities, easements, or lease instruments; and • Transportation improvements that substantially enhance accessibility and mobility within the area. b. Proposed Chanaes to Current Ordinances and Codes. No changes are anticipated to current zoning and design districts applicable to the Downtown TIF. City Council will be required to adopt one or more ordinances that incorporate the changes contemplated herein, including, the extension of the term for the Downtown TIF. C. Estimated Private Investment (Non-Proiect Costs). Although private investment relating to specific near -term projects has not been separately evaluated, the estimated incremental value of property more generally (inclusive of the value of future new investment) has been incorporated into the financial projections presented in the Financing Plan. It is nevertheless anticipated that with the successful delivery of the Texas A&M campus and its associated innovation hub as well as other planned improvements to the Fort Worth Convention Center and currently planned or in -progress private development located in downtown that highly significant and valuable private investment will occur within and by the continued existence and operation of the Downtown TIF. d. Method of Relocatine Displaced Persons. No person shall be displaced as a result of implementing this Amended Plan. e. Relationshin to Lancaster TIF. Located adjacent to the Downtown TIF and containing much of the southern half the Downtown area of Fort Worth is Tax Increment Reinvestment Zone Number Fight (the `Lancaster TIF"). The specific location of the Lancaster TIF and the boundaries shared with the Downtown TIF can be seen in Exhibit A. i. Together, these two TIF districts play an immense role in supporting the growth and redevelopment of Downtown more generally and, more particularly, for projects that are located in close proximity to the boundary that separates them, each gain in the benefits and activities of the other. As much of the recent activity in both TIF districts has been located in the southern portion of Downtown and more specifically in an area that is located with both districts' boundaries, there is a need for close coordination between the two districts. Downtown TIF - 2024 Amended Project and Financing Plan Page 7 of 20 ii. In an effort to further the goals and objectives that are shared between the Downtown TIF and the Lancaster TIF and to jointly finance projects that are located along or near to their common boundaries, both TIF districts will be coordinated jointly with regard to strategy, policy, and administration. Likewise. it is anticipated that both TIF districts will share a common Board structure and Board representation so as to ensure efficiencies and uniformity of action, especially as it relates to the proposed projects that are described in this Plan. However; in so doing, the structure and represented entities or offices of the Downtown TIF will serve as the default for both TIF districts, provided that both TIF districts share common participants. iii. Financially, while TIF Boards are authorized under Ch. 311 of the Tax Code to use funds in support of certain projects that are located outside of the boundaries of the Downtown TIF district (provided that a material benefit to the Downtown TIF district can be demonstrated by doing so), it should be recognized that there are limitations in the use of Downtown TIF funds in support of projects located in the Lancaster TIF and vice versa. Therefore. the Downtown TIF Board and the administrator will need to effectively manage, communicate, and financially account for any such situations. Nevertheless, the magnitude of several projects located along a shared boundary between the two districts makes it likely that joint participation in individual projects will be necessary. 4. The Financim Plan. a. Proposed Proiects and Improvements. The continued support and development of the Downtown TIF will consist of a combination of public improvements and private investment projects. Given the broad -based opportunities and potential project needs found throughout the Downtown area, both now and anticipated for the coming twenty-year period, the Financing Plan is organized in such a manner as to recognize and prioritize those improvements in the district that of highest near -term importance and which played a central role in decisions to extend the term of the Downtown TIF. i. Proposed Improvements. The Downtown TIF will, by its administration and by the long-term strategic, financing, and budgetary decisions of the Downtown TIF Board, plan for the potential support of the following projects and their associated improvements (the "Proposed Projects"), with the understanding that final prioritization of TIF commitments is ultimately at the discretion of the Downtown TIF Board. Such currently prioritized projects are, based on present conditions and known opportunities, as listed below: • Catalyst Development Projects (private projects anticipated to directly or indirectly support the development of multiple contiguous blocks located in Downtown); • Downtown Public Parking Leases 1 Easements; • Enhanced Pedestrian Safety, Accessibility, Connectivity, Pedestrian Plaza; Downtown TIF - 2024 Amended Project and Financing Plan Page 8 of 20 • Public Safety Improvements (Pedestrian Lighting, Cameras, Signage, other); • Southeastern Quadrant Infrastructure and Bond Debt Service: • Southeastern Quadrant Parking infrastructure and Land Acquisition; • Streetscape (Calhoun, Commerce, Jones, Lancaster, 12th, 13th. 15th, others); • Transportation Improvements (Intersections, Freight/Loading Access, Traffic); and • Utility Relocations, Public information, Technology/Innovation Applications. ii. Other/General ImDrovements. In addition to the projects described above, and subject to Board approval on a case -by -case basis, other eligible improvements relating to Board -approved projects listed in the Project Plan will include the types of improvements described below: 1. Road and Access Improvements - Street, traffic, utility, drainage and other public infrastructure projects within the Downtown TIF boundaries, including projects that improve access to and from the Downtown TIF area, such as rail crossings or rail overpasses. 2. Public Infrastructure Improvements - Public water and sewer line improvements, electric utility improvements, demolition and environmental remediation projects within TIF boundaries. 3. Streetscapinu and Pedestrian Improvements - Landscaping and sidewalk improvements, installation of pedestrian lighting, benches and wayfinding Signage as well as other improvements within the public right- of-way that enhance the pedestrian experience. 4. Public Parking Infrastructure (structured) - Construction of new parking facilities or improvements to existing parking facilities that dedicate spaces for use by the general public either through fee -simple conveyance to a public entity participating in the Downtown TIF, through the conveyance of a parking easement, or by a Iease instrument. 5. Civic Space and Public Amenities - Improvements to parks, public plazas or similar public improvements that support development and redevelopment within TIF boundaries 6. Demolition and Environmental Remediation -- Demolition of existing structures or improvements at, above or below grade in association with Board -approved projects as listed in the Project Plan and site improvements that address existing conditions that pose concerns to the environment or public health. 7. Historic Facade Preservation and Restoration- Improvements to the exterior facade of buildings that are designated (i) Historic Significant Endangered ("HSE") or (ii) as Historic and Cultural Landmark ("W") by the City or, as a condition precedent to receipt of funding, will be designated as such upon completion of the designation process. Downtown TfF - 2024 Amended Project and Financing Plan Pave 9 of 20 8. Administrative Expenses Up to four percent (4%) of annual revenues collected by the Downtown TIF may be used for eligible administrative expenses as permitted by Chapter 311 of the Tax Code, provided that the total annual amount of projected administrative expenses for the Downtown TIF be presented to the Downtown TIF Board as part of an annual budget of overall annual TIF revenues, expenditures, and fund balance. iii. Economic Development Program Grants {Chapter 38Q Agreements). As may be necessary or convenient to the support of eligible projects described in this Amended Plan, the Downtown TIF Board is authorized to enter into economic development program agreements providing for the conditional grant of TIF funds pursuant to Chapter 380 of the Texas Local Government Code ("Chapter 380 Agreements") as authorized by and in accordance with Section 9 of the City of Fort Worth Policy, Guidelines and Procedures for Tax Increment Reinvestment Zones as adopted in March 2023 and Section 311.010(h) of the Texas Tax Code. b. Tax Increment Revenue Projections_ i. Economic Feasibilitv. City staff has determined that the Project and Financing Plan is economically feasible per the tax increment financing projections included in Table "1". It is anticipated the City of Fort Worth, Tarrant County, Tarrant County College District, and the Tarrant Regional Water District will continue to participate in the Downtown TIF district in order to have TIF funds available for TIF Project funding. These financial projections also show the Downtown TIF Project Costs may be supported over the course of the term by the total increment generated exceeds the total TIF Project Costs. ii. Bonded Indebtedness. The potential direct or indirect bonded indebtedness of the Downtown TIF may be necessary in relation to eligible projects. In particular, it is anticipated that several Proposed Projects may require bond financing with full or partial participation by the Downtown TIF. Any such indebtedness will require specific TIF Board approval and should reflect best practices concern public bond finance review and underwriting. iii. Projection of Revenues. This section outlines the estimated zone tax increment. The zone tax increment will depend on many factors, including (a) the base value of real property in the zone subject to property tax; (b) captured appraised value; (c) annual growth of the zone's taxable real property (which largely depends on private growth within the zone); (d) participation by tax units; (e) tax rates; (t) collection rates: and (g) the term of the zone. Each of these factors is discussed in turn. 1. Taxable Appraised Value for 1995 (the Base Value). The base value of the Downtown TIF will continue to be that which was established upon its initial formation and as bad, more recently, been reflected in the 2013 Downtown TIF - 2024 Amended Project and Financing Plan Page 10 of 20 Plan, that value being $217,893,395 (TIF 3) and $104,547,242 (TIF 3A) for a total base value of $322,440,637. 2. Captured Appraised Value. Table I sets forth the estimated total appraised value of property in the zone over the life of the Downtown TIF (estimated to be approximately $4,211,157,327 in fiscal year 2045). 3. Expected Annual Growth of the Zone's Taxable Real Pronertv. The estimated captured appraised value (thus reflecting estimated growth of real property taxable values) of the zone for each year of its existence and the estimated tat increment to be generated annually in total and from each taxing entity is outlined in Table 1. 4. Particination by Tax Units. Although each taxing entity has not agreed to a specific level of participation, the financial projections set forth in this Amended Plan anticipates that the City of Fort Worth, Tarrant County, Tarrant County College, and Tarrant Regional Water District will participate in the zone, by contributing a percentage of each entity's tax increment with respect to the zone as indicated below: Downtown TIF Participation Rates Participating Entity Particination Rate City of Fort Worth 50% Tarrant County 35% Tarrant County College District 35% Tarrant Regional Water District 3 5 % No cap shall apply to the collective revenues or expenses of the Downtown TIF (including annually in any remaining years of the term or over the full lifetime of the term) except as may be applicable to the contributions of individual entities participating in the Downtown TIF per the terms of their participation agreement. 5. Proiected Tax Rates. Property tax rates are assumed to remain constant. 6. Proiected Collection Rates. This Amended Plan assumes a one hundred percent (100%) coIlection rate. 7. Amended Term of the Zone. The amended term of the zone will be 50 years, expiring on December 31, 2045, beginning with that zone tax increment generated by the 1995 tax appraisal and ending with that zone tax increment generated by the 2045 tax appraisal. iv. Estimated Pavment of Proiect Costs. Based on the assumptions and estimates set forth in the information above, it is expected that the zone tax increment will be sufficient to pay in full all project costs (including interest). Downtown TIF - 2024 Amended Project and Financing Plan Pa,e I l of 20 V. Tax Exemptions Issued by Particiaat= Taxiniz Entities. All taxing entities that participate in the zone shall retain the right to grant tax exemptions as permitted by applicable law- to properties located in the zone for purposes including but not limited to 1) historic preservation and restoration, 2) homestead exemptions, and other limited or non -material deductions that might amount to a withholding of otherwise agreed upon contributions to the Downtown TIF Fund. This shall not include any form of tax abatement or grant of tax funds collected by either of the participating taxing entities without prior approval by the Downtown TIF Board pursuant to Section 311.013(f) of the Texas Tax Code. vi. Administration. From adoption of this Plan through December 31, 2025, the Downtown TIF will be administered by Downtown Fort Worth, Inc. ("DFWI°'), a 501(c) (6) nonprofit corporation, with assistance from the City of Fort Worth Economic Development Department, after which and for the remainder of the term, the Downtown TIF will be administered by the City of Fort Worth Economic Development Department except as otherwise authorized by resolution of the Downtown TIF Board for an extension or amendment of that Administrative and Management Services Agreement entered into between the Downtown TIF Board and DFWI on October I, 1998, with such extension or amendment permitted to occur at either the time of i) adoption of this Amended PFP, ii) a date on or near to December 31, 2025, or iii) any point thereafter within the Amended Term of the Zones. 5. Sunimary of Proiect Costs and Financing. a. Estimated TIF Proiects. These estimated project costs assume interest associated with reimbursement for public improvements. Note that amounts outlined below are strictly estimates and do not serve as caps on any specific item. Eligible project costs not outlined above may be funded on a specific project as approved by the Downtown TIF Board. Southeastern Quadrant Infrastructure (and Bond Debt Service) Southeastern Quadrant Parking Infrastructure Enhanced Pedestrian Safety, Accessibility, Connectivity, Pedestrian Plaza Transportation Improvements (Intersections, Freight/Loading Access, etc.) Streetscape (Calhoun, Commerce, Jones, Lancaster, 12th, I3th, 15th, others) Utility Relocations, Public Information, Technology/Innovation Applications Public Safety Improvements (Pedestrian Lighting, Cameras. Signage, other) Downtown Parking Leases TOTAL ESTIMATED PROJECT COSTS $48,000,000 $70.000,000 $15,000,000 $30,000,000 $27,000,000 $15,000,000 $13,000,000 $1,500.000 $2 19,500,000 Downtown TIF - 2024 Amended Project and Financing Plan Page 12 of 20 b. Anticioated TIF Revenues_ City of Fort Worth $163,982,640 Tarrant County $33,514,901 Tarrant County College District $17.409,918 Tarrant Regional Water District $4.598,104 TOTAL REVENUE $219,505,563 Downtown TIF - 2024 Amended Project and Financing Plan Page 13 of 20 6. Table. TIF Revenue Proiections. TIF 3 (Downtown) Projections FY2024 I FY2025 FY2026 FY2D27 FY2028 FY2015 ' VoY9 Growth 2.8% 6.0% 6.0% 6.0% 60% 6.0%r TAXINCREMENTf1FW] 5987,687,320 $1,066,294,997 $1,149,619,135 $1,237,941,711 S3,331,565,723 $1,430,806,105 City of Fort Worth: 50% 3,392,007 3.585.427 3,365394 4,162,582 1 4.477,390 4,811,086 Tarrant County Hospital District D% 669,694 - _ _ _ _l Tarrant County College District: 35% 18B4O92 371,087 401,469 433,673 467,809 503,994 Tarrant Regional Water District: 35% 89.646 _ _ 99,683 107596 E15,983 124,874 134,298 Tarrant County: 35% 660,561 733,469 790,986 851,317 1 915.627 983,775 School District: 0% - - _ I _ -- _ TIF 3 (Downtown) Projections FY2030 FY2031 FY2032 FY2033 FY2034 FY2035 YOYB Growth 6.0% 6.0% 6.0% 6.0% 6.0% r 6.01% TAX INCREMENT(CFW) S1,536,000,910 $3,647.507.402 SI,765,704,185 S1,890,992,980 $1,023,798997 S2,164,573,375 City of FOHWorth: 50%. 5,164,803 5,539.744 5,937,181 6,358,464 6,805.024 7,279,378 Tarrant County Hospital Di5ttiet: 0% - - Tarrant County College District: 35% 542,350 583.007 626,104 671,786 720,209 771,539 j Tarrant Regional Water District: 35% 144,288 154.977 166,202 179,000 290,611 203,980 Tarrant Countyt 35% 1,056,011 1,132,591 1.213.745 2,299,781 I 1.390,977 1.497,646 School District: 0% r - TIF 3 (Downtown) Projections FY2036 FY2037 FY2038 FY2039 FYZ040 FY2041 Vaya Gmrvth 6.0% r 6.0% 6.0% 6.0% &am 6.016 TAX INCREMENT [CFW) $2,313,794,216 $2,473,968,307 $2,639,631,844 $2817.357,252 S3,005,745,126 $3,205,436,271 City of Fort Worth: 5o% 7,780,133 8,311,993 8.875.765 9,473364 10,106.818 10,778,279 Tarrant County Hospital District: 0% - _ _ - ) Tarrant County College District: 35% 825.946 993.619 944,753 1-009.554 1.078.243 1,151,054 I Tarrant Regional Water District: 35% _ _ 22.2sl 233,172 249A94 265,971 2_83961 34L825 Tarrant County: 35% 1,590,114 1,699,731 _ 1.813.855 1,935,906 2,065,270 2,202,396 School District: 0% - _ 71F 3 (Downtown) Projections FY2042 FT2043 FY2044 FY2045 ray &Growth 60% 6.0% 6.0% 6.0% TAX fNCRWENT(CFWJ $3,417,I08,886 53,641,481,&57 $3,979,317,207 $4,131,422,678 City of Fan Worth: 50% 11,490$29 12,244,483 I3,044,204 13,891,909 Tarrant County Hospital District; 0% Tarrant County College District: 35% 1.228,231 1,310,043 1,396.762 1,488,041 Tarrant Regional Water District: 35% 3ZU26 344,254 366,819 390.7601 I Tarrant County:35% 2,347.750 2,501,825 2,665,144 2.838,263 1 I School District: 0% l Downtown TIF - 2024 Amended Project and Financin- Plan Page 14 of20 +\ - `, •� ���, � ! E, f' :!',z., t ��`~ � is J-Lt�l 1 ii .•. � �t� E�iir��" 1,4 M• �S F 1/ j j ��^c .: Rl ►%�/ 4 F;G� * ,{'y„+ri, I r� i':'' y. -.,- dl r (��-Jf-"�"a*''W'7..`','t✓^� .4� %'� 4j l . b �' � r - N �'o�`�.[3''� `�• J { C I•_-�:.:. ' i � s ! �•i _!' • - :� _`' �;..cy •. s v y '✓ s'r'`�a�� r �, ��- }% ♦g 4 .� ..IS - � 11.E •} "z�ti� •� +it � �ID...�`,"��� ZF JL`[5�� e'yy��• * rf_'f - � �; r�%J'",��, � .� �s�T � ti l� . ~ �4�4 r y�'„y'C�� � � �!� � f f ��'w _ � F �a � a. r �+C.�` �•�.+>�Q , � it 4 � �jnnQj+ �t-- r :f _lva�r��[2?_ _ � 3 •� ��, -�� µ:. ��° ���� ' �� •�: ��. � V�Ir J... i_' ri=��.Ji ,aY�iX����� �1��. + � pY� !u" `:z. ri �' -Y1 rL :!r1 � �rl� _ i.t �� �'�,'.• tit � �� h.� �� `o'../`� r� _i1F • _' �_. p7''- Ss+. i - i � i�3 _�� � rY� �.. S= - �' � 1 j?-i- � � LTA � ��- �n•s �°"�-.� � _ - •C 'q� "�� ��� -��`� � �� yt' �' I xr �` f � � � 1`�' sit _. . ,� �, •,�. `` � �' ; ' �?-"• .,_l!"�� ��R .� t• � 1 � 11,gg�j�P'�f��'i+.^'[- EXHIBIT B LEGAL DESCRIPTION OF THE DOWNTOWN TIF Legal Description, Part 1 Beginning at a point of the intersection of a projection of the south ROW line of 3rd Street and the west ROW line of Henderson Street, thence Northwesterly along the west ROW line of Henderson Street to a point where said line intersects with the south ROVE' line of Weatherford Street, thence Southwesterly along the south ROW line of Weatherford Street and what would be a projection of the said south line to a point where the projection of said line intersects with the west ROW line of Penn Street, thence Northwesterly along the west ROW line of Penn Street which transitions to the south ROW line of Forest Park Boulevard (where Forest Park Boulevard curves into Weatherford Street and Belknap Street), thence Following the same Forest Park Boulevard ROW line as it curves to westerly, then to southwesterly to a point where said line intersects with the north ROW line of 5th Street, thence Due west along a due west projection of the north ROW line of 5th Street to a point where this due west line intersects with the centerline of the Clear Fork of the Trinity River, thence Following the centerline of the Clear Fork of the Trinity River northeasterly to a point of intersection with centerline of the west ROW line of Henderson Street, thence Southeasterly along the west ROW line of Henderson Street to a point where said line intersects with the south ROW line of Belknap Street, thence Northeasterly along the south ROW line of Belknap Street to a point where said line intersects with the east ROW line of Cherry Street, thence Southeasterly along the east ROW line of Cherry Street to a point where said line intersects with the south ROW line of Weatherford Street, thence Northeasterly along the south ROW line of Weatherford Street to a point where said line intersects with the east ROW line of Taylor Street, thence Southeasterly along the east ROW of Taylor Street to a point where said line intersects with the north ROW line of 3rd Street, thence Northeasterly along the north ROW line of 3rd. Street to a point where said line intersects with the west ROW line of Throckmorton Street, thence Northwesterly along the west ROW line of Throckmorton Street to a point where said line intersects with the south ROW line of Belknap Street, thence Northeasterly along the south ROW line of Belknap Street to a point where said line intersects with the west ROW line of Houston Street, thence Southeasterly along the west ROW line of Houston Street to a point where said Iine intersects with the south ROW line of Weatherford Street, thence Northeasterly along the south ROW line of Weatherford Street to a point where said line intersects with the west ROW Iine of Commerce Street, thence Northwesterly along the west ROW line of Commerce Street to a point where said line intersects with the north ROW line of Belknap Street, thence Southwesterly along the north ROW line of Belknap Street to a point where said line intersects with the west ROW line of Houston Street, thence Downtown TIF - 2024 Amended Project and 1~inancina Plan Page 16 of 20 Northwesterly along the west ROW line of Houston Street to a point where said line intersects with the south ROW line of Franklin Street, thence Westerly along the south ROW line of Franklin Street to a point where said line intersects with the east ROW line of Taylor Street, thence Northwesterly along the east ROW line of Taylor Street to a point where said line intersects with the centerline of the West Fork of the Trinity River at the projection of the east ROW line of Taylor St., thence Southeasterly, then easterly, and then northeasterly along the centerline of the West Fork of the Trinity River to a point of intersection with the projection of the north ROW line of Cummings Street (Cummings Street turns westward as depicted on the TAD tax maps), thence Easterly along the said projection and north ROW line of Cummings Street to a point where said line turns southeasterly along the east ROW line of Cummings Street, thence Southeasterly along the east ROW line of Cummings Street to a point where said line intersects with what would be the projection of the north ROW line of Peach Street, thence Northeasterly along the north ROW line of Peach Street to a point where said line intersects with the east ROW line of the Burlington Northern Santa Fe Railroad, thence South -southeasterly along the east ROW line of the Burlington [Northern Santa Fe Railroad to a point of intersects with the north ROW line of Lancaster Avenue, thence West along the north ROW line of Lancaster Avenue to a point where said line intersects with the east ROW line of Calhoun Street, thence Northwesterly along the east ROW line of Calhoun Street to a point where said line intersects with the north ROW line of 7th Street, thence Southwesterly along the north ROW line of 7th Street to a point where said Iine intersects with the west ROW line of Burnett Street, thence Northwesterly along the west ROW line of Burnett Street to a point where said line intersects with the south ROW line of 3rd Street, thence Southwesterly along the south ROW line of 3rd Street to a point where said line intersects with the west ROW line of Henderson Street which is the point of beginning. Legal Description, Part 2 The boundai-ies of the Zone cart out the following land tlesci-iptions: Tarrant Countv College Acquisition Area Beginning at a point which is the intersection of the north ROW line of Weatherford Street and the east ROW line of Commerce Street in Downtown Fort Worth, Tarrant County Texas, thence Easterly along the north ROW line of Weatherford Street where said line intersects with the west ROW of Jones Street, thence Northerly along the west ROW line of Jones Street where said line intersects with the north ROW of Belknap Street, thence Easterly along the north ROW line of Belknap Street where said line intersects with the west ROW of Pecan Street, thence Northerly along the west ROW line of Pecan Street where said line intersects with the south ROW of Bluff Street, thence Easterly along the south ROW line of Bluff Street where said line intersects with the east Lot Line of Lot #1320-5-10, thence Downtown TIF - 2024 Amended Project and Financing Plan �� Page 17 of 20 Northerly along the east Lot Line of Lot 41320-5-10 where said line intersects with the south lot line of Land 600 Block Lot H15A, thence Westerly along the south lot line of Land 600 Block Lot 915A where said line intersects with west lot line of Land 600 Addition Block Lot 15A, thence Northerly along the west lot line of Land 600 Addition Block Lot 15A where said line intersects with the center line of the Trinity River, thence Westerly along the center line of the Trinity River where said line intersects with the east ROW line of Main Street, thence Southerly along the east ROW line of Main Street where said line intersects with the north ROW line of Franklin Street, thence Easterly along the north ROW line of Franklin Street where said line intersects with the east ROW line of Commerce Street, thence Southerly along the east ROW line of Commerce Street where said line intersects with the north ROW line of Weatherford Street, which is the point of beginning. Tandy Tech Center Beginning at a point which is the intersection of the south ROW line of Weatherford Street and the east ROW line of Cherry Street in Downtown Fort Worth. Tarrant County Texas, thence Southerly along the cast ROW line of Cherry Street where said line intersects with the north ROW of 1st Street, thence Easterly along the north ROW line of 1st Street where said line intersects with the east ROW of Burnett Street_ thence Southerly along the east ROW line of Burnett Street where said line intersects with the north ROW of 2nd Street, thence Easterly along the north ROW line of 2nd Street where said line intersects with the west ROW of Taylor Street, thence Northerly along the west ROW line Taylor Street where said line intersects with the south ROW of Weatherford Street, thence Westerly along the south ROW line of Weatherford Street where said line intersects with the east ROW of Cherry Street, which is the point of beginning. Transoort Life Buildim-- (714 N. Main Street) The entirety of Lots 9, 10, 11, and 12 of Block 108 in Downtown Fort Worth, Tarrant County, Texas. Legal Description, Part 3 The houndaries of the Zone added the following land descriptions: Beginning at a point of the intersection of the east ROW line of Cummings Street and south ROW line of Peach Street, thence Easterly along the south ROW line of Peach Street to a point where said line intersects with the east property line of Block 124, Lot 9A of the Fort Worth Original Addition, thence Northerly from the east property line of Block 124, 9A of the Fort Worth Original Addition to a point where said Iine intersects with the north ROW line of Peach Street and the east ROW line of Samuels Avenue, thence Downtown TIF - 2024 Amended Project and Financing Plan Page 18 of 20 Westerly from the east ROW line of Samuels Avenue to a point where said line intersects the southeast Property Line of Block 1, Lot 5R of the Cummings -Boaz Addition, thence Westerly along the south property line of Block 1. Lot 5R of the Cummings -Boaz Addition to a point where said line intersects the east property line of Lot 18B of the Cummings Addition, thence Northerly along the east property line of Lot 18B of the Cummings Addition to a point where said line intersects the north property line of Lot 18B of the Cummings Addition, thence Westerly along the north property line of Lot 18B to a point where said line intersects the cast property line of Lot 4A of the Cummings Addition, thence Northerly along the east property line of Lot 4A of the Cummings Addition to a point where said line intersects the north property line of Lot 4A of the Cummings Addition, thence Westerly along the north property line of Lot 4A to a point where said line intersects the east ROW line of Cummings Avenue, thence Southerly along the east ROW line of Cummings Avenue to a point where said line intersects with south ROW line of Peach Street, which is the point of beginning. Downtown T1F - 2024 Amended Project and Financing Plan Page 19 of 20 ZKI :AANIt F. �r..14'k ! �y.� { 4•-� .i'4 �"•�' {� .• ' y={;may+ < t.011 4' �'�. , �' . �. "•\ Lfrt� ; � .�4� - �+' • a.'�. %lye y IF a Qw".•f7} S ' . l �' `�-. �.rJ� `ny ,!/- 1 �" i { � {i �G� ' '6,^,,.,,,F-�\� � yam,, L s F 1 __ 4 f�RaifrrY� �� �A . `,� r ��J '"�G"� � � r�r !a` v+:.4���d;�•'�;� �d ,tip �1,�- \�4Mt J? �''r `"� �_ '}c �t� '7 �,.`�jirbu`�' C� ��o=; � 9�..,�� •+�'4'_i'�^ry-�4 'Si.�• Not Vol r - y'� �'q'l ..wr'r „fir _ -�„a\sy_,,�'- -K'ti� ` ••-� Downtown r - G`l 3#1�4Y`;Jvifr�'diFJ .sa:; :� eaui�lniW,it'E�f=lftiy t+ra EXHIBIT G RESOLUTION AMENDMENT NO.4 TO THE PARTICIPATION AGREEMENT FOR FORT WORTH TAX INCREMENT FINANCING REINVESTMENT ZONE #3 - DOWNTOWN TIF WHEREAS, the Fort Worth City Council approved Ordinance No. 12324 establishing Tax Increment Financing Reinvestment Zone Number Three (the "Zone"), City of Fort Worth, Texas, in accordance with the Tax Increment Financing Act, to promote development and redevelopment in the medical district area of Fort Worth through the use of tax increment financing; and WHEREAS, in February 1996, the City of Fort Worth and Tarrant County, through Commissioners Court Order No. 73865, entered into an agreement under which the County agreed to deposit one hundred percent (100%) of the County's Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement; and WHEREAS, in May 2002, the City of Fort Worth and Tarrant County, through Commissioners Court Order No. 87643 approved Amendment No. I to the Participation Agreement expanding the boundaries of the Zone; and WHEREAS, in February 2003, the City of Fort Worth and Tarrant County, through Commissioners Court Order No. 89613) approved Amendment No. 2 to the Participation Agreement providing for a change in the Zone boundaries and an increase to the maximum amount of project costs in the Zone; and WHEREAS, in March 2014, the City of Fort Worth and Tarrant County, through Commissioners Court Order No. 117219 approved Amendment No. 3 to the Participation Agreement providing for an increase in the maximum total increment contribution amounts and the reduction in the annual percentage tax increment participation rate; and WHEREAS, the parties now desire to completely replace the Project and Financing Plan, extend the terns of participation through December 31, 2044, further reduce the participation rate from forty percent (40%) down to thirty-five percent (35%), and replace the maximum contribution amount of $12,932,046.65 for Tarrant County only to reflect a new maximum contribution amount of $33,514,901.00. WHEREAS, the Tarrant County Commissioners Court recognizes that Tarrant County's continued participation in funding of the Zone through approval of the amended Project and Financing Plan will have the desired effect of further developing the area to the benefit of all taxing units which levy taxes in the proposed reinvestment zone; NOW, THEREFORE, BE IT RESOLVED: That the Tarrant County Commissioners Court hereby approves the Amended Project and Financing Plan and continued participation in funding of Fort Worth Tax Increment Financing Reinvestment Zone #3 and, beginning with tax year 2025, but specifically excluding any payment for tax year 2024, the payment into the tax increment fund of thirty-five (35%) of the collected incremental tax revenues produced by applying the County's respective tax rate to the incremental increase in the taxable value of property located in the Zone, through December 31, 2044, or until S33,514,901.00 in cumulative tax increment funds have been contributed by Tarrant County, whichever occurs first unless the County elects to terminate participation in the Agreement prior to these occurrences, in accordance with the terms of the Participation Agreement and the Amendment No. 4 to the Participation Agreement; that the Amendment No. 4 to the Participation Agreement for the County be and is hereby approved; that the Commissioners Court hereby agrees to enter into Amendment No. 4 to the Participation Agreement as a party thereto: and the County Judge of the County be and is hereby authorized and directed to execute said Amendment No. 4 to the Participation Agreement on behalf of the County, and Commissioners Court substantially in the form of the attached hereto and carry out the terms thereof at the appropriate time(s). PASSED AND APPROVED, IN OPEN COURT, this t__ day of December 2024 COURT o `I LI q c)-ff I Tim O'Hare, County Judge _W �_ Roy C. Bro ks Commissioner, Precinct 1 r Gary Fiches Commissioner, Precinct 3 ATTEST: __ I � OL Cou , Cler Alisa Simmons Commissioner, Precinct 2 Nfanny Ramirez Commissioner, PreCinet 4 ;2,�couNTf. v,' 641qqq6+ COMMISSIONERS COURT COURT ORDER NUMBER COMMUNICATION PAGE I OF DATE: 99 12/17/2024 SUBJECT: CONSIDERATION OF AMENDMENT NO.3 TO THE FORT WORTH TAX INCREMENT FINANCING ZONE NUMBER 8 (LANCASTER CORRIDOR) PARTICIPATION AGREEMENT WITH TARRANT COUNTY COMMISSIONERS COURT ACTION REOUESTED. It is requested that the Commissioners Court consider the attached Resolution and Amendment No. 3 to the Participation Agreement between the City of Fort Worth and Tarrant County for Fort Worth Tax Increment Financing Zone Number 8 (Lancaster Corridor TIF), lowering the County's participation rate to thirty-five (35%) percent, extending the term, and approving the amended Project and Financing Plan for the Zone. BACKGROUND On September 25, 2007, the Commissioners Court, through Court Order 4101544, approved County participation in the City of Fort Worth Tax Increment Financing Reinvestment Zone Number 8 - Lancaster Corridor TIF, contributing eighty percent (80%) of its tax increment from the Zone for a period of twenty (20) years for the purpose of participating in the funding of approximately $16,000,000 of public improvements within the Zone. Under the Participation Agreement, the County's total contribution to the TIF Fund is capped at $7 million. On August 23, 2011, the Commissioners Court; through Court Order 4111023, approved Amendment No. l to the Lancaster Corridor TIF Participation Agreement, providing for the addition of certain projects to be funded in the Project and Financing Plan for the Zone. On October 27, 2015, the Commissioners Court, through Court Order 9121315, approved Amendment No. 2 modifying the Project and Financing Plan, allowing the use of TIF Chapter 380 Agreements to support projects and reductions in the participation rate down to forty percent (40%). The Hospital District participation is not included for this TIF Zone. The attached Amendment No. 3 to the Participation Agreement provides for the reduction of the County's participation rate from forty percent (40%) to thirty-five percent (35%), extends the term for a twenty (20) year period, completely replaces the Project and Financing Plan, and provides a new maximum contribution amount of $21,424,656.00, The attached Amendment also specifies that projects that plan to utilize County TIF dollars will be brought back and considered via Resolution of the Commissioners Court. Tarrant County will continue to have a representative appointed to the TIF Board. The Criminal District Attorneys Office has reviewed and approved Amendment No. 3 and the Resolution. SUBMITTED BY Administrator I'RI:PARED BY: Maegan South APPROVED BY: Chandler Merritt COMMISSIONERS COURT Y COMMUNICATION t• REFERENCE NUMBER DATE 12/17/2024 PAGE. 2 OF 99 FISCAL IMPACT Tarrant County has contributed their total maximum amount, per the previous participation agreement, of $7,000,000.00. Amendment No. 3 provides for an extension of County participation with a maximum contribution amount by the County of $21,424,656.00. Tarrant County will retain sixty-five percent (65%) of taxable revenue generated within the Zone. After the maximum contribution has been reached or the term has expired, whichever occurs first, Tarrant County will retain one hundred percent (100%) of taxable value within the Zone. City Secretary Contract No: AMENDMENT NO.3 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS (LANCASTER CORRIDOR TIF) This AMENDMENT NO. 3 TO CITY OF FORT WORTH AND TARRANT COUNTY, TEXAS AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS ("Taking Unit"). The City and Taxing Unit hereby agree that the following statements are true and correct and constitute a basis upon which the City and Taxing Unit have entered into this Amendment: A. On December 9, 2003, the City Council of the City ("City Council") adopted City Ordinance No. 15775 designating certain real property in the southern portion of the downtown area of the City as Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas (the "TIF District"). The TIF District is informally known as the "Lancaster Corridor TIF". B. On or about September 25, 2007, the City and Taxing Unit entered into an agreement under which Taxing Unit agreed to deposit eighty percent (801/o) of Taxing Unit's Tax Increment into the TIF District's Tax Increment Fund ("Original Participation Agreement"), as specifically provided in that Participation Agreement. The Participation Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 36028 and attached hereto as "Exhibit A". C. The Participation Agreement incorporates the TIF District's project plan for development and/or redevelopment, as adopted by the TIF's Board of Directors (the "Board") on January 22, 2004 pursuant to Ordinance No. 15844, as subsequently amended by the Board on February 24, 2005 pursuant to Board Resolution No. 2005-02, on June 29, 2006 pursuant to Board Resolution No. 2006-04, on December 5, 2007 pursuant to Board Resolution No. 2007, on June 23, 2011 pursuant to Board Resolution No. 2011-01, and as approved by the City Council on March 29, 2005 pursuant to Ordinance No. 16343-03-2005, on August 15, 2006 pursuant to Ordinance No. 17100-08-2006, on January 29, 2008 pursuant to Ordinance No. 17964-01-008 and on August 9, 2011 pursuant to Ordinance No. 19835-08-201 l respectively (the "Plan"). D. On August 23, 2011, the City and Taxing Unit approved Amendment No_ 1 to the Participation Agreement providing for the addition of certain projects to be funded in the Project and Financing Plan for the Zone attached hereto as "Exhibit B." E. On October 27, 2015, the City and the Taxing Unit approved Amendment No. 2 to the Participation Agreement providing for the use of TIF' Chapter 380 Agreements to support Amendment No. 3 to Tarrant County Participation Agreement Lancaster Corridor TIF Page I projects also using State or Federal Historic Site Tax Credits, or those that involve property owned by a participating entity. Additionally, the Tarrant County participation rate was reduced from eighty percent (80%) down to forty percent (40%) attached hereto as "Exhibit C". F The term of expiration for the TIF District is set to expire on December 31, 2024. AIthough several goals, objectives, and projects have been advanced by the Lancaster TIT, much remains to be accomplished to fully realize the vision for the area. The City and Taxing Unit wish to extend the term of the TIF District through December 31, 2044. G. On October 2, 2024 an Amended Project and Financing plan was adopted by the Board pursuant to Board Resolution TIF8-2024-02, as approved by the City Council on October 29, 2024 pursuant to Ordinance No_ _ attached hereto as "Exhibit D." The Project and Financing Plan, as so amended; is referred hereinafter as the "Amended Project and Financing Plan" this replaces the previous Plan as adopted in 2015. H. The City and Taxing Unit also agree that the County's participation rate will drop from forty percent (40%) down to thirty-five percent (35%) for the life of the TIF District and the County's participation cap will be $21424,656.00. NOW, THEREFORE, for and in consideration of the conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and Taxing Unit do hereby contract, covenant and agree as follows: I. Article I (Definitions) of the Participation Agreement is hereby amended to provide a new definition for the term "Project Plan and Reinvestment Zone Financing Plan," and incorporate the Amended and Restated Project and Financing Plan as approved by the City Council on December CD 10, 2024, as follows: "Proiect Plan and Reinvestment Zone Financing Plan" shall mean the project plan and financing plan for the development and/or redevelopment of the TIF District, which has been adopted by the TIF Board and approved by the City Council of the City, which is attached hereto as Exhibit "D". Exhibit D is hereby made part of this Amendment and the Agreement for all purposes. 2. Scction 3 "Deposit of Tax Increment" is hereby amended and restated to read as follows: "Deposit of Tax Increment" -- Pursuant to a Resolution duly adopted by the governing body of the County which Resolution is attached hereto as "Exhibit E" and is hereby made a part of this Amendment and Agreement for all purposes, and specifically subject to Section 3 of the Original Agreement, the County hereby agrees to deposit each year during the term of the TIF District, beginning with the 2025 tax year and specifically excluding the 2024 tax year, thirty- five percent (35%) of the County's tax increment into the Tax Increment Fund up to a maximum cumulative contribution of $21,424,656.00 (the `Maximum County Contribution"). This dollar amount is not considered a part of the original contribution amount of $7,000,000.00_ The Amendment No. 3 to Tarrant County Participation Agreement Lancaster Corridor TiF Page 2 calculation to determine the dollar amount of the County's tax increment to be deposited shall be made in accordance with the County's Tay: Increment Financing Policy and such deposits shall be made in accordance with the City's standard administrative procedures, but only following receipt of a bill from the City that outlines the City's calculation of the amount of the deposit that is required for that year. 3. Section 4 "Limitations on Tax Increment Deposits and Use of Funds" is hereby amended as follows: 4.2 Certain TIF District Project Costs Excluded — The Tax Increment deposited into the Tax Increment Fund by the County shall be used to pay for project costs associated only with parking infrastructure, enhanced pedestrian safety, streetscape, utility relocations, public safety improvements, higher -education and research facilities, mixed -use and high-rise development, and adaptive reuse. Regardless of whether Tarrant County funds will be used to support a project, Tarrant County will still contribute to the decision making as part of the TIF Board. For the payment of any project costs using funds deposited by the County into the Tax Increment Fund, prior approval of the use of these funds must be specifically granted by an action of the Tarrant County Commissioners Court. 4. Section 5 "Term" is hereby amended as follows: This Agreement will take effect on the date as of which both parties have executed it and shall expire upon expiration of termination of the TIF District, which currently is the earlier of (i) December 31.2044, or an earlier termination date designated by ordinance subsequently adopted by the City Council of the City, (ii) the date on which all project costs of the TIF District, including but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full, and (iii) the date on which the Maximum County Contribution is reached. Notwithstanding the foregoing and at any time prior to the termination of the TIF District, the County may terminate for convenience its participation in this Agreement by action of the Tarrant County Commissioners Court. The date of termination for the County's participation in the Agreement may be no less than ninety (90) days from the date of the Tarrant County Commissioners Court's action. Within three (3) days of any action terminating the County's participation in the Agreement, the County shall send written notice to the City. On the date of termination, the County's obligation to contribute to the TIF Fund as described in Section 3 shall end_ 5. All other provisions and conditions of the Participation Agreement shall remain in full force and effect. b. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement. 7. This Amendment contains the final written expression of the City and Taxing Unit with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Amendment No. 3 to Tarrant County Participation Agreement Lancaster Corridor TIF Page 3 EXECUTED as of the later date below: CITY OF FORT WORTH, ` EXAS: J gy •William Johnson n 17.2025 09:25 CST) Date: Jan 17, 2025 ATTEST: By: U City Secretary APPROVED AS TO FORM/LEGALITY: GWllGI ed By ,rry Cnlli YV (Jan 17, 2025 06:36 CST) Senior Assistant City Attorney TARRANT COUNTY, TEXAS: 1 By: Tim O'Hare County Judge Date:%-�� ATT T: By: .�Icrtt eputy County Clerk APPROVED AS TO FORM: By: lz,� Mark Kratovil 4 Assistant District Attorney *By law, the District Atiorney's Office may only approve contracts for its clients. We reviewed this document from our client's legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. Amendment No. 3 to Tarrant County Participation Agreement Lancaster Corridor TIF Pate 4 CITY SECRETARY EXHIBIT A CONTRACT NO. AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS (LANCASTER CORRIDOR TIF) This AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS (the "County"). The City and the County hereby agree that the following statements are true and correct and constitute the basis upon which the City and the County have entered into this Agreement: A. On December 9, 2003, the City Council of the City ("City Council") adopted City Ordinance No. 15775 designating certain real property in the southern portion of the downtown area of the City as Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas, (the "TIF District"). The TIF District is informally known as the "Lancaster Corridor TIF". Ordinance No. 15775 is hereby incorporated by reference for all purposes. B. Designation of the TIF District will cause development of property in and around the TIF District to occur that would not occur otherwise in the foreseeable future. As a result of designation of the TIF District, it is intended that two major buildings within the TIF District, the T&P Terminal and the T&P Warehouse, will be redeveloped. It is anticipated that other complementary development in the TIF District will follow. This overall development will result in increased tax revenues and other public benefits for both the City and the County. C. Pursuant to Section 3I 1.013(f) of the Texas Tax Code, the County is not required to pay any tax increment into the tax increment fund of the TIF District unless it enters into an agreement to do so with the City. The County wishes to enter into such an agreement with the City NOW, THEREFORE, for and in consideration of the and conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and the County do hereby contract, covenant and agree as follows: L INCORPORATION OF RECITALS,. The parties hereby agree that the recitals set forth above are true and correct and form the basis upon which they have entered into this Agreement. County Participation Agreement re: Lancaster Corridor TIF Page 1 2. DEFINITIONS. In addition to any terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as folIows: Act means the Tax Increment financing Act, as amended and as codified as Chapter 311 of the Texas Tax Code. Captured Appraised Value in a given year means the total appraised value of all real property taxable by the County and located in the TIF District for that year less the Tax Increment Base. Project Plan means the project plan for the development and/or redevelopment of the TIF District, as adopted by the TIF Board and approved by the City Council of the City, attached hereto as Exhibit "B". Tax Increment in a given year means the amount of property taxes levied and collected by the County for that year on the Captured Appraised Value of real property taxable by the County and located in the TIF District. Tax Increment Base means the total appraised value as of January 1, 2003 of all real property taxable by the County and located in the TIF District. Tax Increment Fund means that fund created by the City pursuant to Section 311.014 of the Act and Section 7 of City Ordinance No. 15775, which will be maintained by the City as a separate and individual account, into which all revenues of the TJF District will be deposited, including (L) deposits of Tax Increment by the City and by other taxing units with jurisdiction over real property in the TIF District, including the County, and (ii.) all accreted interest earned on the cash balance of the fund. TIF Board means the governing board of directors of the TIF District appointed in accordance with Section 311.009 of the Act and Section 3 of City Ordinance No. 15775, TIF District means the certain real properties and boundaries as described in City Ordinance No. 15775_ TIF Ordinance means City Ordinance No. 15775 adopted December 2, 2003, attached hereto as Exhibit "A". 3. DEPOSIT OF TAX INCREMENT. Pursuant to a Resolution duly adopted by the governing body of the County, which Resolution is attached hereto as Exhibit "C" and is hereby made a part of this County Participation Agreement re: Lancaster Corridor TIP Page 2 Agreement for all purposes, and specifically subject to Section 4 of this Agreement, the County hereby agrees to deposit each year during the term of the TIF District, beginning with the 2004 tax year, eighty percent (80%) of the County's Tax Increment into the Tax Increment Fund up to a maximum cumulative contribution of $7,000,000 (the "Maximum County Contribution"). The calculation to determine the dollar amount of the County's Tax Increment to be deposited shall be made in accordance with the County's Tax Increment Financing Policy and such deposits shall be made in accordance with the City's standard administrative procedures, but only following receipt of a bill from the City that outlines the City's calculation of the amount of the deposit that is required for that year. The County shall have up to one calendar year from the execution date of this agreement in which to make its deposit for tax increments due from tax years 2004 and 2005. 4. LIMITATIONS ON TAX INCREMENT DEPOSITS AND USE OF FUNDS. This Agreement is based on the following conditions, and the City agrees and acknowledges the County's right to enforce the conditions contained herein by injunction or any other lawful means in the event one or more of such conditions are not satisfied. 4.1. Amendment to TIF Ordinance. The TIF Ordinance designates the boundaries, the eligible real properties for the calculation of Tax Increment for the TIF District and the specific participation level of the City. All amendments to the TTF Ordinance shall be approved by the TIF Board prior to approval by the City Council. If the City Council approves an amendment to the TIF Ordinance different from the amendment approved by the TIF Board, the County shall suspend payment into the TIF Fund as described in Section 3 until the amendment is approved by the governing body of the County. 4.2 Certain TIF District Project Costs Excluded. The Tax Increment deposited into the Tax Increment Fund by the County shall be used to pay a pro rata portion of a maximum of $16,000,000 in 2003 net present value project costs for infrastructure improvements or other public improvements as set forth and identified in the Project Plan attached hereto as Exhibit "B" (the "Maximum Project Costs"). All TIF Fund allocations, including but not limited to any management and administrative costs, must be approved by the TIF Board in accordance with the Project Plan. If the Project Plan is amended, the County shall suspend payment into the TIF Fund as described in Section 3 until the amendment is approved by the governing body of the County as an amendment to this Agreement. 4.3. TIF District Expansion. As defined, the TIF District shall include real properties located within the boundaries as described in the TIF Ordinance. If the TIF District is expanded, the County is not required to deposit into the Tax Increment Fund any Tax Increment County Participation Agreement re: Lancaster Corridor TIF Page 3 generated from properties in the expanded area unless participation in the expanded boundary area is approved by the governing body of the County as an amendment to this Agreement. Additionally, the Tax Increment deposited into the Tax Increment Fund by the County may not be used for any permissible project costs in any portion of the expanded area of the TIF District unless approved by the governing body of the County as an amendment to this Agreement. 5. TERM. This Agreement shall take effect on the date as of which both parties have executed it and shaII expire upon expiration or termination of the TIF District, which currently is the earlier of (i) December 31, 2024 or an earlier termination date designated by ordinance subsequently adopted by the City Council of the City, (ii) the date on which all project costs of the TIF District, including, but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full, (iii) the date on which the Maximum County Contribution is reached or (iv) the date on which the County's pro-rata portion of the Maximum Project Costs, including, but not limited to, tax increment bonds and interest on those bonds, have been paid or otherwise satisfied in full. 6. FINAL ACCOUNTING. No later than July I of each year following execution of this Agreement, the City shall provide the County with an annual accounting of the funds deposited to and disbursed froze the Tax Increment Fund, including accrued interest. After all project costs of the Zone have been paid or at the time of the expiration of this Agreement, any funds remaining in the Tax Increment Fund following the final annual accounting by the City shall be paid to those taxing units participating in the Zone in proportion to each taxing unit's share of the total amount of Tax Increment deposited into the Tax Increment Fund. 7. RESPONSIBILITY FOR ACTS. The City and the County shall each be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negligence of both the City and the County, responsibility, if any, shall be apportioned comparatively with the laws of the State of Texas, with the understanding that neither party waives any governmental powers or immunities or any other defenses available to each individually. County Participation Agreement re: Lancaster CorridOr TIF Page 4 S. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party may subsequently designate in writing, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth Attn: City Manager 1000 Thrrockmorton Fort Worth, TX 76102 with copies to: the City Attorney and Economic/Community Development Director at the same address 9. NO WAIVER. County: Tarrant County Administrator's Office 100 East Weatherford Street Suite 404 Fort Worth, Texas 76196-0609 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and the County and are not intended to create any rights, contractual or otherwise, to any other person or entity. County Participation Agreement re: Lancaster Corridor TIF Page 5 12. FORCE MAJEURE. The parties shall exercise every reasonable effort to meet their respective obligations as set forth in this Agreement, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strifes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of either party. 13. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 14. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 15. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and the County as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 16. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. County Participation Agreement re: Lancaster Corridor TIF Page 6 EXECUTED as of the later date below: CITY OF FORT WORTH, TEXAS: By: Dale Fisseler ~ Aoting Assistant City Manager Date: M&C:'17q'd� /14 I,(/1per,,( ATTEST: By-. N /jA 11--�A Marti Hendrix City Secretary APPROVED AS TO FORM/LEGALITY: By: Peter Vaky Assistant City Attorney TARRANT COUNTY, TEXAS: By: B. Glen Whitley County Judge Date: Court Order No.: li�/ ATTEST: By: C ro 1 i APPROVED FO By: R y Rik Assista t istrict Attorney ` By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contractor legal document on behalf of other parties. Our view of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney (s). County Participation Agreement re: Lancaster Corridor TIF Page 7 EXHIBIT "A" ORDINANCE NO. �57 75 AN ORDINANCE DESIGNATING A CERTAIN CONTIGUOUS GEOGRAPHIC AREA IN THE CITY OF FORT WORTH AS "TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS'; CREATING A BOARD OF DIRECTORS FOR THE ZONE; PROVIDING THE EFFECTIVE AND TERMINATION DATES FOR THE ZONE; ESTABLISHING A TAX INCREMENT FUND FOR THE ZONE; AND CONTAINING OTHER MATTERS RELATED TO THE ZONE. WHEREAS, the City Council desires to promote the development of a certain contiguous geographic area in the City, which is more specifically described in Exhibit "A" of this Ordinance (the "Zone"), through the creation of a new reinvestment zone as authorized by and in accordance with the Tax Increment Financing Art, codified at Chapter 311 of the Texas Tax Code (the "Code"); and WHEREAS, on or about October 9, 2003 the City provided written notice to the governing body of each taxing unit that levies real property taxes in the Zone of (i) the City's intent to establish the Zone; (ii) a description of the boundaries of the Zone; (iii) the City's tentative plans for development of the Zone; and (iv) an estimate of the general impact of the Zone on property values and tax revenues; and WHEREAS, the govcmmg body of each county and school district that levies real property taxes in the proposed Zone has waived the requirement imposed by Section 311.003(e) of the Code that the City provide such written notice at least sixty (60) days prior to the date of the public hearing conducted pursuant to Section 311.003(c) of the Code; and Page l of 10 Ordinance Designating Tax increment Reinvestment Zone Number Eight, City of Fort Worth, Texas WHEREAS, the City has prepared a preliminary financing plan for the Zone and r provided a copy of that plan to the governing body of each taxing unit that levies taxes on real property in the Zone, as required by Section 311.003(b) of the Code; and WHEREAS, in accordance with Section 311.003(f) of the Code, on November 11, 2003 the City made a single formal presentation to the governing body of each county and school district that levies real property taxes in the Zone, as agreed to by such governing bodies, which presentation, among other things, included (i) a description of the proposed boundaries of the Zone; (ii) the City's tentative plans for development of the Zone; and (iii) an estimate of the general impact of the Zone on property values and tax revenues; and WHEREAS, on December 2, 2003 and December 4, 2003 the City Council held a public hearing regarding the creation of the Zone and its benefits to the City and to property in the Zone and afforded a reasonable opportunity for (i) all interested persons to speak for or against the creation of the Zone, its boundaries or the concept of tax increment financing and (ii) owners of real property in the Zone to protest inclusion of their property in the Zone, as required by Sections 311.003(c) and (d) of the Code; and WHEREAS, notice of the public hearing was published in a newspaper of general circulation in the City on November 25, 2003, which satisfies the requirement of Section 311.003(c) of the Code that publication of the notice occur not later than the seventh day before the date of the public hearing; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Page 2 of 10 Ordinance Designating Tax InI ere.=nt Reinvestment Zone Numbor Eight, City of Fort Worth, Texas Section 1. F3ir _ M That after reviewing all information before it regarding the establishment of the Zone and after conducting.a public hearing regarding the creation of the Zone and its benefits to the City and to property in the Zone and affording a reasonable opportunity for (i) all interested persons to speak for or against the creation of the Zone, its boundaries or the concept of tax increment financing and (ii) owners of real property in the Zone to protest inclusion of their property in the Zone, the City Council hereby makes the following findings of fact: 1.1. The statements and facts set forth in the recitals of this Ordinance are true and correct. Therefore, the City has met the notice and procedural requirements established by the Code for creation of a reinvestment zone under the Code. 1.2, Development of the Zone will not occur solely through private investment in the foreseeable future. 1.3. Improvements in the Zone, including, but not limited to, those previously outlined' to the City Council and the governing bodies of all other taking units that levy real property taxes in the Zone, will significantly enhance the value of all the taxable real property in the Zone and will be of general benefit to the City. 1.4. The area within the Zone is contiguous. Among other things, the area includes that portion of Lancaster Avenue on the south side of the City's downtown that, for many years, contained an unsightly freeway overpass that divided downtown from the City's near south side; contributed to the deterioration of existing Page 3of10 Ordinance Designating Tax Increment Reinvestment Zone Nnmber Eight, City of Fort'Worth, Texas improvements in the area, including several historic and landmark buildings; and r hampered new investment and development. Taking all facts into consideration, the area within the Zone substantially impairs and arrests the sound growth of the City and constitutes an economic liability and a menace to the public health and safety because of (i) a substantial number of substandard, deteriorated and deteriorating structures; (ii) the predominance of inadequate sidewalk and street layouts; (iii) faulty Iot layout in relation to size, adequacy, accessibility and usefulness; (iv) unsanitary and unsafe conditions; (v) the deterioration of site and other improvements; and (vi) conditions that endanger life and property by fire or other cause. Therefore, the area within the Zone meets the criteria for designation of a reinvestment zone and satisfies the requirements of Section 311.005 of the Code. 1.5. No more than ten percent (10%) or less of the property in the Zone is used currently for residential purposes, as specified by Section 311.006 of the Code. 1.6. According to the most recent appraisal roll of the City, the total appraised value of all taxable real property in the Zone and in existing reinvestment zones in the City does not exceed fifteen percent (15%) of the total appraised value of taxable real property in the City and in industrial districts created by the City, if any. 1.7. The Zone does not contain more than fifteen percent (15%) of the total appraised value of real property taxable by any county or school district. Page 4 of 10 Ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas Section 2. DESIGNATION OF ZONE. That the City Council hereby designates the Zone described in the boundary description and depicted in the .map, both attached hereto as Exhibit "A" and made a part of this Ordinance for all purposes, as a reinvestment zone pursuant to and in accordance with the Code. This reinvestment zone shall be known as "Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas." Section 3. ZONE BOARD OF DIRECTORS. That a board of directors for the Zone ("Board") is hereby created. The Board shall consist of eleven (11) members who shall serve for terms of two (2) years each. Of these eleven (11) members, each taxing unit other than the City that levies taxes on real property in the Zone may, but is not required to, appoint one (1) member to the Board. After each taxing unit other than the City designates to the City either the name of the member that the taxing unit wishes to appoint or the fact that the taking unit wishes to waive its right to appoint a member, the City Council shall appoint whatever number of members are necessary to fill the remaining positions on the Board. Such members may be members of the City Council, Page 5 of 10 ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, 'texas Section 4. TERM OF ZONE. That the Zone shall take effect upon the adoption of this Ordinance and terminate on the earlier of (i) December 31, 2024 or an earlier termination date designated by an ordinance adopted after the effective date of this Ordinance or (ii) the date on which all project costs, tax increment bonds and interest on those bonds have been paid in full. Section 5. DETERMINATION OF TAX INCREMENT BASE. That the tax increment base for the Zone, as defined by Section 311.012(c) of the Code, shall be the total appraised value of all real property in the Zone taxable by a taxing unit for the year 2003, which is the year in which the Zone was designated as a reinvestment zone. Section 6. TAX INCREMENT FUND. That a tax increment fund for the Zone (the "TIF Fund") is hereby established. The TIF Fund may be divided into additional accounts and sub -accounts authorized by resolution or ordinance of the City Council. The TIF Fund shall consist of (i) the percentage of the tax increment, as defined by Section 311.012(a) of the Code, that each taxing unit which levies real property taxes in the Zone, other than the City, has elected to dedicate to the TIF Fund under an agreement with the City authorized by Section 311.013(f) of the Code, plus (ii) one hundred percent (100%) of the City's tax increment, Page 6 of 10 Ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas as defined by Section 311.012(a) of the Code. The TIF Fund shall be maintained in an account at the depository bank of the City and shall be secured in the manner prescribed by law for Texas cities. In addition, ail revenues from (i) the sale of any obligations hereafter issued by the City and secured in whole or in part from the tax increments; (ii) revenues from the sale of any property acquired as part of a tax increment financing plan adopted by the Board; and (iii) other revenues dedicated to and used in the Zone shall be deposited into the TIF Fund. TIF Funds will be used solely in accordance with Section 311,014 of the Code. Section 7. TAX INCREMENT AGREEMENTS. That, pursuant to Sections 311.008 and 311.013 of the Code, the City Manager and City Attorney are hereby authorized to execute and deliver, for and on behalf of the City, tax increment agreements with taxing units that levy real property taxes in the Zone. Section 8. SEVERABILITY. That if any portion, section or part of a section of this Ordinance is subsequently declared invalid, inoperative or void for any reason by a court of competent jurisdiction, the remaining portions, sections or parts of sections of this Ordinance shall be and remain in full force and effect and shall not in any way be impaired or affected by such decision, opinion or judgment_ Page 7 of 10 Ordinance Designating Tax Increment Reinvestment Zone Number Right, City of Fort Worth, Texas Section 9. That this Ordinance shall take effect and be in full force and effect from and after its adoption. AND IT IS SO ORDAINED. ADOPTED AND EFFECTIVE: 12— 0 f- 0,3 APPROVED AS TO FORM AND LEGALITY: Peter Vaky Assistant City Attomey Date: /2 - 0 9- D3 M&C: 8 -W79 Page 8 of 10 Ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas Exhibit "A" Map and Boundary Description of the Zone South ROW line o#'3" St. West ROW line of rw Henderson West ROW line of Brett North ROW line of 71h St. 11 North ROW Iine of 1-30 exit at Henderson St. _� � �,\ I d North ROW line of 1-30 Page 9 of Io Ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of For! Worth, Texas Beginning at a point of the intersection of a projection of the west ROW line of Henderson St and the south ROW line of 3rd St., thence Northeasterly along the south ROW line of 3rd St. to a point where said line intersects with the west ROW line of Burnett St., thence Southeasterly along the west ROW of Burnett St, to a point where said line intersects the north ROW line of 7th St., thence Easterly along the north ROW line of 7`s St. to a point where said line intersects the north ROW line of 7th St., thence Northeasterly along the north ROW line of 7th St. to a point where said line intersects the east ROW line of Calhoun St., thence Southeasterly along the east ROW line of Calhoun St. to a point where said line intersects the north ROW line of Interstate 30, thence Westerly along the north ROW line to a point where said line intersects the north ROW line of the Interstate 30 exit at Henderson St., thence Westerly along the north ROW line of the Interstate 30 exit at Henderson St. to a point where said line intersects the west ROW line of Henderson, thence Northward along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of 3rd St., which is the point of beginning. Map and Boundary Description prepared by Gideon Toal, Inc. Page ] Q of 10 Ordinance Designating Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas EXHIBIT "B" Financing Plan and Project Plan for the Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas (Lancaster Corridor TIF) June 29, 2006 Table of Contents 1. Description of the Proposed Zone (Pages 3-5) A. Map B. Legal Description II. Economic Impact (Pages 6-10) A. Necessary Public/Private Partnerships B. Catalyst Redevelopment Projects C. Targeted Redevelopment Zones D. Anticipated Economic Activity III, Tax Increment Projections (Page 11) IV. Project Costs and Financing (Pages 12-14) V. Term and Governance (Pages 15-17) OA Z. Description of the Proposed Zone West ROW line of Henderson South ROW line of P St. A. TXF Map West ROW line of Burnett North ROW line of 71 St. East ROW line 1 ♦ ,yN xs ` E _, North ROW North ROW line line of I-30 of 1-30 exit at Henderson St. 4 B. Legal Description of the TIF District Beginning at a point of the intersection of aprojection of the west ROW line of Henderson St and the south ROW line of 3` St., thence Northeasterly along the south ROW line of 3rd St. to a point where said line intersects with the west ROW line of Burnett St., thence Southeasterly along the west ROW of Burnett St. to a point where said line intersects the north ROW line of 7'1' St., thence Easterly along the north ROW line of 7`h St. to a point where said line intersects the north ROW line of 7`' St.. thence Northeasterly along the north ROW line of 7'h St. to a point where said line intersects the east ROW line of Calhoun St., thence Southeasterly along the east ROW line of Calhoun St_ to a point where said line intersects the north ROW line of Interstate 30, thence Westerly along the north ROW line to a point where said line intersects the north ROW line of the Interstate 30 exit at Henderson St., thence Westerly along the north ROW line of the Interstate 30 exit at Henderson St. to a point where said line intersects the west ROW line of Henderson, thence Northward along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of 3rd St., which is the point of beginning. Map and Boundary Description prepared by Gideon Toal, Inc. II. Economic Impact �e�� - - __ z� _�- B. Catalyst Redevelopment Projects Other projects in the redevelopment corridor will have spin-off economic benefits that will facilitate further private investment. FORT WORTH RAMADA HOTEL CONVENTION CENTER Several significant projects, including local and national historic landmarks are poised to redevelop generating new taxes for the Iocal taxing entities and will create economic activity where it has been dormant for many years. T&P TERMINAL US POST OFFICE 8 T&P WAREHOUSE D. Anticipated Economic Activity Attachment A details construction that is projected to occur over the next twenty years. By the end of 2005, it is estimated that 108,123 square feet of new property developments will become available within the TIF boundary. Likewise, by 2023, it is estimated that 4,079,999 square feet of new property development will Occur within the TIF boundary. 10 111. Tax Increment Projections Attachment B projects the revenue for the TIF over its 21 year life, assuming a 1.5% annual appreciation of the property within the boundary of the TIF. Additionally, the projects assume new property value resulting from development occurring over the next 21 years. In total, the TIF is projected to have revenue of around $45 million during its lifetime. I IV. Project Costs and Financing The TIF District anticipates the capture of increment from the new development outlined in Attachment A and utilizing those additional funds to leverage selective catalyst projects in the Lancaster Corridor. This Project Plan includes the following projects. These project costs are eligible for TIF funding: 1. T&P Terminal Building: initial costs of $2.8 million in net present value terms (2003 dollars) for the redevelopment of the T&P Terminal Building (the "T&P Terminal Redevelopment Project"). Project costs for the T&P Terminal Redevelopment Project would include: ■ Historic Facade Easement Lease m Facade and Site Work ■ Professional Service Costs ■ Improvements to the public right-of-way for Iandscaping and pedestrian connections ■ Environmental Remediation ■ City Fee Support 2. Public Infrastructure Associated with Convention Center Hotel Project: construction and installation of public infrastructure, including street improvements, utility relocations, parking improvements and landscaping of public areas on and adjacent to the two (2) City blocks located on the west side of Houston Street known as Blocks 7 and 8, Tarrant County Convention Center Addition, on which construction by Omni Hotels, Inc. of a hotel to support the Fort Worth Convention Center and various other related improvements, including a parking garage, is desired (the "Convention Center Hotel Development Project"). Such public infrastructure would be paid for or reimbursed from tax increment remaining after satisfaction of any commitments to the T&P Terminal Redevelopment Project, the T&P Warehouse Redevelopment Project and any other projects receiving priority of payment as subsequently determined by the TIF District's board of directors, subject to any restrictions specifically imposed by the participating taxing Jurisdictions. 3. Management and Administration Costs: The TIF District's board of directors is authorized to expend up to 5% of annual TIF revenues for management and administrative purposes, which allocation shall have 12 priority over any other TIF project, including, but not limited to, the T&P Terminal Redevelopment Project and the Convention Center Hotel Development Project. 4. T&P Warehouse: up to $4 million for assistance with public infrastructure costs associated with the redevelopment of the T&P Warehouse (the "T&P Warehouse Redevelopment Project"), payable as a reimbursement following completion. Project costs for the T&P Warehouse Redevelopment Project would include: • Environmental remediation and demolition ■ Facade improvements ■ Public streetscape/construction and relocation of utilities ■ Site work on or adjacent to the T&P Warehouse Property ■ Clearing and grading of the T&P Warehouse Property ■ Hardscape and landscape improvements • Roof repairs and stabilization of the structure on the roof as necessary to preserve the historic facade of the T&P Warehouse ■ Professional fees directly related to approved project costs • Costs of constructing a public plaza ■ Administrative expenses (third party studies, reports, historical review and legal fees directly related to the project costs) ■ Reimbursement of City tap and impact fees • Interest on any unpaid balance of the reimbursement. 5_ Public Infrastructure Associated with Lancaster Avenue Redevelopment: construction and installation of public infrastructure, including street improvements, utility relocations, parking improvements and landscaping of public areas on and adjacent to all portions of Lancaster Avenue that are within the TIF District. Such public infrastructure would be paid for or reimbursed from tax increment remaining after satisfaction of any commitments to the T&P Terminal Redevelopment Project, the T&P Warehouse Redevelopment Project and any other projects receiving priority of payment as subsequently determined by the TIF District's board of directors, subject to any restrictions specifically imposed by the participating taxing jurisdictions. Anv additional TO Proiect costs would be subject to review and approval by the participating taxing jurisdictions. Projects that could be subject to 13 additional TIF funding, but subject to review and approval by the participating taxing entities would be: • U. S. Post Office: Streets, Utilities, Landscaping, Parking, Fagade Protection • Four Blocks North of Lancaster- Public Infrastructure- Streets, Utilities, Parking, Landscaping • Water Gardens Improvements: Entrances to Lancaster, Public Restrooms, Visitor Center, Utilities, Streets, Landscaping, Access and Parking 14 V. Boundaries, Term and Governance Boundaries • The boundaries of the TIF District have been proposed to allow taxable properties to contribute to the surrounding Lancaster Corridor catalyst redevelopment projects and allow the taxing jurisdictions to receive additional funds that otherwise would not be collected. • The size and scope of the boundaries includes multiple tax-exempt properties that will benefit from the Lancaster Corridor redevelopment. • Below is a current land ownership map depicting the taxable and tax- exempt properties. ster.shp von -Exempt �yurcf -aempfion ban ablo 04 on 3.overnment Exemption 15 Boundaries (continued) • The size of the TIF District is 225 acres or 9,801,000 square feet of area. Term • The TIF District expires on the earlier of (i) December 31, 2024 or an earlier termination date designated by an ordinance subsequently adopted by the City Council of the City of Fort Worth or (ii) the date on which all project costs, tax increment bonds (if any) and interest on those bonds have been paid in full. A capon total expenditures is imposed, at 2003 dollars, of $I6,000,000. Governance The Project and Financing Plans only grant the TIF Board the use of $2.8 million in net present value terms for the T&P Terminal Redevelopment Project and any additional available tax increment for public infrastructure and improvements associated with the Convention Center Hotel Development Project. 16 Any additional expenditure would require participating taxing jurisdiction review and approval and subsequent TIF Board approval. 17 b eC� ryy�qq YWWyw _�v � ��• lzz HEl RIN YY-a. 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M.......... .�..w ww.w..w.r..wwwwww ww..w .wMwwr..+.. � w 9i..��a . �K�4 Mv, �$a�pn�ann�,oSSnS:�$�$Rao�.C$:^^z$^�8�o�8�R go C,$R�d�%+'�$���'•.=C o � o C � 4 C 5,x,55y?�C2Y�+5 xx �55`_ hF h y Fhh hhFr w h�FF.- �Fh 006 °ASP �u r'�����5>i>�i-J„ j ">F F'�irr►...r �'S5 :x ww m � � m� F ma w o apboaob000eao oaggoaeaooaqpeqqa uan 90goaaogoeo nPiwnnni%rai E o etiv000a eoaoudgoagoeevacan.iNnww�_�������������Hn F pt$ V .., �4Lq-coo �:ala 86 x 3 4rrfr �aNl..hnctFF ai> a-jigC ...,_—nRRR�i�ne-Xt�oSS6a�8xs�CexASifSd[_d:���rrA�:�9:1=g'^s1R,%Ng 18 Lp ATTACHMENT B Tax Increment Reinvestment Zone Number 8 (Lancaster Corridar 11F) Projected Revenues TF,Xf-a LE s4S=YEAR aita:1,TF1 1.514 TAX RATE c6y 0 05503 W F.mW.rJ C!3111d 0.2353970 - :1. Cnncgc 01 -DZ%O 50ca10)SWrt O.GLC w - VOW DWIM 0-Do ' . Ccur i 0.2.2:0G0 TOTAL TAX RATE 1.5322T3 Rt)76jUS PROJECTIONS �+ i 2003 2N4 2005 200a - 2007 2ma 2069 - 2019 2011 2012 2013 2014 1L09eT�9.3.��'i•�1SaiZ�:.=u`..�6'ilLj TAXABLEVALUE AW.W4,330 2L8,913,355 217047,051 214,027,71 210,050,1Ga Z21,320,071 224,040,75S =.010,M 221.430,S22 234,D97.000 230.425.50] TAXABLE VALUE IKCRESIENT 10,79t-46 29,17V,4C3 32,313,163 3S.033,96E 30,216,3Yt 4t,557pG9- M�OG,073 G0.2, Q-1a4 51.QW.045 55.160,c40 57,LP1,ff7.- REVENo r 91 TTY,ABLE VALUE GIRWaH Cal 14570 252•403 M7 $U 309,E 331,AZ-7 3Y3.724 3L5.414 417.59E 447,170 477,264 507,Ua3 F"V:.raCRlIKi 5%525 6710W 70,arr1 $2.410 93.1113 _ 9T,615 n5jo3 113,841 121 02 12%CrA 1nlm „'r, Ccltay4 Aaj26 32,531 '3G,070 39,131 42,724 48.371 20.013 52,533 ' 5T,r>r,4 61.515 .85." Scllcat 6kIIM a 0 D 0 9 - 0 0 ' 0 0 0 0 V7nn DgWct 3,359 S,mr L,463 7.010 7,CO3 B1317 8,981 9,659 10,5" 11.034 11,730 Ccurty .•15.7G7 1a.MA 00.053 .65,031 104,4i7 I*,"C23 122.3T1 131.sw- 140,072 M333 159.935 SUBTUTALmi 252,027 438.010 486,120 627,953 $70,431 625,67E 6TSA79 720.272 777.725 129.940 ae2.957 REVENUE02 0 _ 1 2 3 A 5 8 7 8 9 10 11 Y4EN DEV ELOP14ENT- SF 0 1`.7 007 C00 0 0 O a 0 li _30LOa 77,702.WD 31,212 3C,731.43U A2,202,4NP `a5 ST."8147R 03 ,14[CAS Cdy 0 0 a 0 0 151,375 153,W 270.421 217,727 395,743 4%.4,n 5.7<71175 F!mp171 Rn1ri9 0 0 0 0 0 41.1% :41,812 73,551 6',,4.5 00,532 134AII 140.01t JI. cetva 0 _' 0 0 0 ' 0 24,382 24,757 34=5 40.057 A7,147 63,0T2 T0.405 S-." Dttrlci 0 0 0 0 ' D 0 0 0 0 0 0 0 5441L4 MUM - 6 0 0 0 0 3,503 2.552 6,253 7,345 6;151-- 11.451 r.029 C:011r,1y: - 0 0 0 0 0, CAW 40,4Q 25.103 10003 115.2w 150,04i 1T2,60T *U6fUTALl12 0 - 0 0 0 a 208,146 272.171 470.313� 557.311 630007 661731 V4V.UA T , elk�lALt1�2':5f2•'' ' h 5 .. ., '_ _^'�a�l{,.i��1'Ta">;��i"��TJ69ia?,83G�L7C�FI�95.1�r 12 �7, 06 ': -._ _.. �� ..-� • -„�'- �� � �,..���l�la.�s4.mC�.cr�.��i_u'_2?9.�... "' a� ,ar : ' j . ---�--, .--- -' ?x�?.t,�t.M{�!�17.6?�_. ,Lr.� .507.155 LAXAg� � JT E 4NCR��x':_l" �.4i1C- .� + A T�[�1r���.�� �SSxfTi�T�d41=.�a4:�r.�:v!?i�,-.lu. �,�.�+,7��ti1`�}'-��n �;.,...:3' f• 731�1�,ih-�.�a�i�"s' aae:i'-'ra'z�.7'3.�-��h5��.��.'t+ufk�ryw.G:TI1.!?k�:,kk�,�',=�i�a€AJG.�?.0.!.'r:�.L'�:?3'��.1�.+150,0,�T;`� r�lity6�3.'273 '�i; �(�9=t.�"1;i�,�'.t,':,�,�'����''�1r ii��1;!,�,s'�.5�;`:5ri+[+:°�'tsL'-i4���.��'�a'l:�h..�:.".a1' _r. }�. �•`'y+,/.,-- . -tt. `,.'r' -- „-•a+�, ^'^;.;,. ;'1'?t;; TOTAL TAX 1NCRaIENT 0 2MA27 438.970 489.120 327.951 644.579 207.107 1.145.893 1,2T1,660 11413.622 1,691,707 1.132,881 OZ ill ..o 177 U V .. u0 u� P V + N �]4C1NU u �44lr��y�tN�uY - :i ti A Vi Eji m v2E 9. y r to 9b fffevvvis O rn,�Y O Nl+ C+ V'c+ IJ u IJ W N tNI 4 W -. 6-'a'auT n � � N taf.an Y N O � 1 0 Mg :3 $l Y � 3 _fIP EXHIBIT "C" cou�vT RESOLUTION PARTICIPATION IN CITY OF FORT WORTH TAX INCREMENT FINANCING REINVESTMENT ZONE ##8 - LANCASTER CORRIDOR TIF WHEREAS, the general laws of the State of Texas authorize governmental taxing entities to join other taxing jurisdictions in the establishment of a reinvestment zone under the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code (the "Act"), to provide incentive for the development and redevelopment of properties that might not be undertaken without such incentive; and WHEREAS, the Fort Worth City Council approved Ordinance No. 15775, dated December 9, 2003, establishing Tax Increment Financing Reinvestment Zone Number Eight, City of Fort Worth, Texas, in accordance with the Tax Increment Financing Act, to promote the rehabilitation and reuse of historic buildings and other residential, commercial and retail development of property in the Zone by providing for infrastructure improvements through the use of tax increment financing; and WHEREAS, in accordance with the requirements of the Act, the Fort Worth City Council has given all applicable notices to the Tarrant County Commissioners Court as to the City Council's establishment of the tax increment reinvestment zone and, through its appointed representatives, has made a formal presentation to the Tarrant County Commissioners Court regarding the reinvestment zone; and WHEREAS, the County has one representative to the Fort Worth Tax Increment Financing Reinvestment Zone #8 Board of Directors and said representative has participated in the development of the Project Plan and Financing Plan for the zone; and WHEREAS, the City of Fort Worth City Council has adopted the amended Project Plan and Financing Plan as submitted by the Reinvestment Zone Board of Directors, dated June 29, 2006; and WHEREAS, the Tarrant County Commissioners Court recognizes that Tarrant County's participation in the creation of the tax increment reinvestment zone will have the desired effect of developing the area to the benefit of all taxing units which levy taxes in the proposed reinvestment zone. NOW, THEREFORE, BE IT RESOLVED: That the Tarrant County Commissioners Court hereby approves participation in the Fort Worth. Tax Increment Financing Reinvestment Zone 48 and the payment into the tax increment fund of eighty percent (80%) of its collected incremental tax revenue (as set forth in the Agreement) produced by applying the County's tax rate to the incremental increase in the value of property located in the reinvestment zone, effective January 1, 2004 through December 31, 2024 or until $7,000,000 in cumulative County increment deposits have be made, or until all project costs, up to a maximum of $16,000,000 in 2003 net present value dollars, has been paid, whichever occurs first, in accordance with the terms of the attached Agreement; that the Agreement be and is hereby approved; that the County and its Commissioners Court hereby agree to enter into the Agreement as a party thereto; and the County Judge of the County or his designee be and is hereby authorized and directed to execute said Agreement on behalf of the County and its Commissioners Court substantially in the form attached hereto and carry out the terms thereof at the appropriate time(s). PASSED AND APPROVED, IN OPEN COURT, this 25th day of September, 2007. COURT ORDER NO. B. Glen Whitley, County dge Roy C. ooks Commissioner, Precinct 1 Ga�yFick Commissioner, Precinct 3 ATTEST: County Clerk 1?�� Marti VanRavenswaay Commissioner, Precinct 2 J.D. Johnson Commissioner, Precinct 4 APPROVE A Ass{D&It Attorney EXHIBIT B REFERENCE NUMBER 0 N COMMISSIONERS COURT PAGE ] OF 36 '�' • * �� • COMMUNICATION DATE 8/23/2011 SUBJECT: APPROVAL OF AMENDMENT NO. 1 TO FORT WORTH TAX INCREMENT FINANCING ZONE NO.8 - LANCASTER CORRIDOR PARTICIPATION AGREEMENT FOR MODIFICATION TO THE PROJECT AND FINANCING PLANS FOR THE ZONE COMMISSIONERS COURT ACTION REOUESTED: It is requested that Commissioners Court consider the approval of the Amendment No. 1 to the Participation Agreement between the City of Fort Worth and Tarrant County for Fort Worth Tax Increment Financing Zone #8 (Lancaster Corridor'I1F) and the amended to the Project and Financing Plan. BACKGROUND: On September 25, 2007, through Court Order #101544, the Commissioners Court approved County participation in the City of Fort Worth Tax Increment Financing Reinvestment Zone #8 - Lancaster Corridor TIF, contributing 80% of its tax increment from the Zone for a period of twenty (20) years for the purpose of participating in funding of approximately $16,000,000.00 of public improvements within the Zone- Under the Participation Agreement, the County's total contribution to the TIF Fund is capped at $7 miIlion. Since that time, changes in development within the Zone have indicated a need for possible TIF funding assistance in other project areas not addressed in the original Project and Financing Plan. On June 23, 2011, the TIF Board approved amendments to the Project and Financing Plan that allow the TIF to support development of mixed -use and residential developments at noted areas within the Zone that require streetscape improvements, parking or other infrastructure improvements. The City Council has also approved this updated Plan. Under the County's Participation Agreement, changes in the Project and Financing Plan require approval of the Commissioners Court for continued participation in funding. The Commissioners Court is now requested to consider approval of the amended Project and Financing Plan and approval of the Amendment No. I to the Participation Agreement for the Fort Worth TIF #8-Lancaster Corridor TIF. The Hospital District never took action regarding participation in this TIF and, because TIF project costs are expected to be funded without their participation, staff does not recommend County action in regards to Hospital District participation in TIF #8 or this amendment. FISCAL IMPACT: There is no additional fiscal impact with approval of the amendments. The modification to the TIF 48 Project and Financing Plan does not increase the dollar amount of projects to be funded, the tern of the Zone, or the County's maximum contribution to the TIF Fund as set forth in the original Participation Agreement. SLI14MITTED BY: Administrator's Office PREPARED BY: Lisa McMillan APPROVED BY: CITY SECRETARY CC)NMCT ISO. 3 i n D a-g -- I AMENDMENT NO. 1 TO AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS (LANCASTER CORRIDOR TIF) This AMENDMENT NO. 1 TO AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY, TEXAS (the IICounty" ). The City and the County hereby agree that the following statements are true and correct and constitute the basis upon which the City and the County have entered into this Amendment: A. On December 9, 2003 the City Council of the City ("City Council") adopted City Ordinance No. 15775 designating certain real property in the southern downtown area of the City as Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas, (the "TIF District"). The TIF District is informally known as the "Lancaster Corridor TIF". B. On or about October 23, 2007, the City and the County entered into an agreement under which the County agreed to deposit eighty percent (80%) of the County's Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement. The Participation Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 36028. C. The Participation Agreement incorporates the TIF District's project plan for the development and/or redevelopment, as adopted by the TIF's Board of Directors (the "Board") on January 22, 2004 and approved by the City Council on January 27, 2004 pursuant to Ordinance No. 15844, as subsequently amended by the Board on February 24, 2005 pursuant to Board Resolution No. 2005-02 and on June 29, 2006 pursuant to Board Resolution No. 2006-04, as approved by the City Council on March 29, 2005 pursuant to Ordinance No. 16343-03-2005 and on August 15, 2006 pursuant to Ordinance No. 17100-08-2006, respectively (the "Project Plan"). D. Section 4.2 of the Participation Agreement specifies that if the Project Plan is further amended, the County shall have the right to suspend deposits of tax increment into the TIF District's Tax Increment Fund until the amendment is approved by the governing body of the County as an amendment to the Participation Agreement. E. On December 5, 2007, the Plan was further amended by the Board pursuant to Board Resolution No. 2007-01, as approved by the City Council on January Page t Amendment No_ l to Lancaster Corridor T]F Participation Agreement Between the City of !Fort Worth, Texas and Tarrant County, Texas C5-22-1 1 ;>--- . r 29, 2008 pursuant to Ordinance No. 17964-01-008_ On June 23, 2011, the Plan was further amended by the Board pursuant to Board Resolution No. 2011-01, as approved by the City Council on August 9, 2011 pursuant to Ordinance No. 19835-08-2011. The Project Plan, as so amended, is referred to hereinafter as the "Amended Project Plan". F. The governing body of the County has approved the Amended Project Plan. Accordingly, the City and the governing body of the County wish to amend the Participation Agreement to incorporate the Amended Project Plan. NOW, 'THEREFORE, for and in consideration of the and conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and the County do hereby contract, covenant and agree as follows: 1. In order for the Participation Agreement to incorporate the Amended Project Plan, Section 2 (Definitions) of the Participation Agreement is hereby amended to provide a new definition for the term "Project Plan", as follows: Proiect Plan means the project plan for the development and/or redevelopment of the TIF District, which has been adopted by the TIF Board and approved by the City Council of the City, which is attached hereto as Exhibit "B-1". Exhibit "B-1" is hereby made a part of this Amendment and the Agreement for all purposes. 2. All other provisions and conditions of the Participation Agreement shaII remain in full force and effect. 3. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Participation Agreement_ 4. This Amendment contains the final written expression of the City and the County with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the later date below: Page 2 Amendment No. I to Lancaster Corridor TIF Participation Agreement Bcmven the Cite of Fort Worth, Texas and Tarrant Count,. Texas CITY OF FORT WORTH, TEXAS: By: sa Alanis ocf_,214� Assistant City Manager Date: 9 1A I 1 I t ATTEST: N ( p By: ! 1„ Marty Hendrix City Secretary ¢¢� APPROVED AS TO FO __ 6�By: _ Peter Vaky Deputy City Attomey M&C: none reauired TARRANT COUNTY, TEXAS: By: MZ4 B. Glen Whitley County Judge Date: eC3/n` ah/ 1 � ATTEST: N. gz arne:(�, �eputy County C erk APPROVE S TO F By: Ray i Assis nt District Attorney " By lase, the District Attorney's O f ce may only advise or approve contracts or legal documents on behalf of its clients. It may not advise ar approve a contract ar legal document on behalf of other parties. Our vrem of this document was conducted solely fiom the legal perspective of our client. Our approval of this document was offered solely for the benefit of ou' client. Other parlies should not rely on this approval and should seek review and approval by their- own respective attorney (s). Page 3 Amendment No. 1 to Lancaster Corridor TIP Participation Agreement Between the City offort Worth, Texas and Tarrant Countg, Texas Exhibit "B-1" Financing Plan and Project Plan for i Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas (Lancaster Corridor TIF) .Tune 23, 2011 Table of Contents I. Description of the Proposed Zone A. Map B. Legal Description. II. Economic Impact A. Necessary Public/Private Partnerships B. Catalyst Redevelopment Projects C. Targeted Redevelopment Zones D. Anticipated Economic Activity (Pages 3-5) (Pages 6-10) I1I. Tax Increment Projections (Page 11) I IV. Project Costs and Financing (Pages 12-14) V. Term and Governance (Pages 15-17) 2 1. Description of the Proposed Zone A. TIF Map South ROW West ROW line of 3`d St, line of Burnett North ROW West ROW --. % , I line of 7' St. line of Henderson North ROW P Ith C' A East ROW line -; L2 L f M LZI 35L A 7 F LL . ..... LaICASTEF. L I f'-71 RO North ROW line Nora, w of 1-30 exit at line of 1-30 Henderson St, 4 'Ps" B. Legal Description of the TIF District Beginning at a point of the intersection of aprojection of the west ROW line of Henderson St and the south ROW line of 3' St., thence Northeasterly along the south ROW line of 3" St. to a point where said line intersects with the west ROW line of Burnett St., thence Southeasterly along the west ROW of Burnett St. to a point where said line intersects the north ROW line of 7"' St., thence Easterly along the north ROW line of 7`h St. to a point where said line intersects the north ROW line of 71h St., thence Northeasterly along the north ROW line of 7'' St. to a point where said line intersects the east ROW line of Calhoun St., thence Southeasterly along the east ROW line of Calhoun St. to a point where said line intersects the north ROW line of Interstate 30, thence Westerly along the north ROW line to a point where said line intersects the north ROW line of the Interstate 30 exit at Henderson St., thence Westerly along the north ROW line of the Interstate 30 exit at Henderson St. to a point where said line intersects the west ROW line of Henderson, thence Northward along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of 3rd St., which is the point of beginning. Map and Boundary Description prepared by Gideon Toal, Inc. 5 A. Necessary Public/Private Partnerships Lancaster Corridor Will Require Rublic/Private Partnerships to Develop in a Timely Manner The demolition of the former I-30 overhead bas repositioned the Lancaster Ave as one of the major urban parkways in Fort Worth and Tarrant County and as one of the primary gateways to Downtown Fort Worth and the Medical District. A repositioned Lancaster Avenue opens the potential of significant redevelopment in the Lancaster Corridor, however the redevelopment of the Lancaster Corridor has many challenges and can be significantly accelerated with the prudent use of public/private partnerships. Several of the contemplated redevelopment projects in the area will serve as a catalyst for further development in the area. The funded Lancaster Avenue roadway and streetseape will be an additional catalyst for further development_ LANCASTER STREETSCAPE 7 B. Catalyst Redevelopment Projects Other projects in the redevelopment corridor will have spin-off economic benefits that will facilitate further private investment. FORT WORTH CONVENTION CENTER RAMADA HOTEL Several significant projects, including local and national historic landmarks are poised to redevelop generating new taxes for the local taxing entities and will create economic activity where it has been dormant for many years. T&P TERMINAL T&P WAREHOUSE 8 NNA sit D. Anticipated Economic Activity Attachment A details construction that is projected to occur over the next twenty years. By the end of 2005, it is estimated that 108,123 square feet of new property developments will become available within the TIF boundary. Likewise, by 2023, it is estimated that 4,079,999 square feet of new property development will occur within the TIF boundary. 10 III. Tax Increment Projections Attachment B projects the revenue for the TIF over its 21 year life, assuming a 1.5% annual appreciation of the property within the boundary of the TEE Additionally, the projects assume new property value resulting from development occurring over the next 21 years. In total, the TIF is projected to have revenue of around $54 million during its lifetime, as shown in Attachment C. IV. Project Costs and Financing The TIF District anticipates the capture of increment from the new development outlined in Attachment A and utilizing those additional funds to leverage selective catalyst projects in the Lancaster Corridor. This Project Plan includes the following projects. These project costs are eligible for TIF funding: 1. T&P Terminal Building: initial costs of $2.8 million in net present value terns (2003 dollars) for the redevelopment of the T&P Terminal Building (the "T&P Terminal Redevelopment Project"). Project costs for the UP Terminal Redevelopment Project would include: ■ Historic Facade Easement Lease ■ Facade and Site Work ■ Professional Service Costs ■ Improvements to the public right-of-way for landscaping and pedestrian connections ■ Environmental Remediation ■ City Fee Support 2. Public Infrastructure Associated with Convention Center Hotel Project: construction and installation of public infrastructure, including street improvements, utility relocations, parking improvements and landscaping of public areas on and adjacent to the two (2) City blocks located on the west side of Houston Street known as Blocks 7 and 8, Tarrant County Convention Center Addition, on which construction by Omni Hotels, Inc. of a hotel to support the Fort Worth Convention Center and various other related improvements, including a parking garage, is desired (the "Convention Center Hotel Development Project")_ Such public infrastructure would be paid for or reimbursed from tax increment remaining after satisfaction of any previously -approved contractual commitments in any given year made by the TIF District's board of directors, subject to any restrictions specifically imposed by the participating taxing jurisdictions. 3. Management and Administration Costs: The TIF District's board of directors is authorized to expend up to 5% of annual TIF revenues for management and administrative purposes, which allocation shall have priority over any other TIF project. 12 4. T&P Warehouse: up to $9 million for assistance with public infrastructure costs associated with the redevelopment of the T&P Warehouse (the "T&P Warehouse Redevelopment Project"), payable as a reimbursement following completion. Project costs for the T&P Warehouse Redevelopment Project would include: ■ Environmental remediation and demolition ■ Facade improvements • Public streetscape/construction and relocation of utilities ■ Site work on or adjacent to the T&P Warehouse Property ■ Clearing and grading of the T&P Warehouse Property ■ Hardscape and landscape improvements ■ Roof repairs and stabilization of the structure on the roof as necessary to preserve the historic fagade of the UP Warehouse ■ Professional fees directly related to approved project costs ■ Costs of constructing a public plaza ■ Administrative expenses (third party studies, reports, historical review and legal fees directly related to the project costs) ■ Reimbursement of City tap and impact fees ■ Interest on any unpaid balance of the reimbursement. S. Public Infrastructure Associated with Lancaster Avenue Redevelopment: construction and installation of public infrastructure, including street improvements, utility relocations, parking improvements and landscaping of public areas on and adjacent to all portions of Lancaster Avenue that are within the TIF District. Such public infrastructure would be paid for or reimbursed from tax increment remaining after satisfaction of any previously approved contractual commitments in any given year made by the TIF District's board of directors, subject to any restrictions specifically imposed by the participating taxing jurisdictions. 6. Public Art Associated with UP Terminal Building: design, fabrication and installation of UP Terminal Waiting Room Commemoration Project. Such public infrastructure would be paid for as subsequently determined by the TIF District's board of directors, subject to any restrictions specifically imposed by the participating taxing jurisdictions. 13 7. Support of Mixed -Use Residential Development in Designated Zones: Allows the TIF to support development of mixed -use developments at specific sites requiring streetscape improvements and/or parking structures within the following zones, as referenced and depicted in Attachment D: ■ Area blocks bounded to the north by 7"' Street, to the south by 8ch Street, to the east by Main Street, and to the west by Houston Street (D 1); ■ Area blocks bounded to the north by 7th Street, to the south by 8rh Street, to the east by Calhoun Street, and to the west by Commerce Street (1)2); ■ Area blocks bounded to the north by 9th Street, to the south by 1 Q`h Street, to the east by Calhoun Street, and to the west by Commerce Street (D3); • Area blocks bounded to the north by 14"' Street, to the south by Lancaster Avenue, to the east by Commerce Street, and to the west by Houston Street (D4); and ■ Area blocks bounded to the north by 13"' Street, to the south by Lancaster Avenue, to the east by Throckmorton Street, and to the west by Burnett Street (D5). Any rental residential development, including the residential portion of a mixed -use development, must have a minimum of 15 percent of all units that are quality, accessible, and set aside for low -to -moderate income tenants in order to be eligible to receive TIF support. Anv additional TIF Proiect costs would be subiect to review and approval by the varticivatinLy taxine iurisdictions. Projects that could be subject to additional T1F funding, but subject to review and approval by the participating taxing entities would be the redevelopment of the U.S. Post Office, including street, utility, and landscaping improvements, parking, and fagade preservation. )4 V. Boundaries, Term and Governance Boundaries • The boundaries of the T1F District have been proposed to allow taxable properties to contribute to the surrounding Lancaster Corridor catalyst redevelopment projects and allow the taxing jurisdictions to receive additional funds that otherwise would not be collected. • The size and scope of the boundaries includes multiple tax-exempt properties that will benefit from the Lancaster Corridor redevelopment. • Below is a current land ownership map depicting the taxable and tax- exempt properties. - ' : i • '� f- Lancaster.shp ;` ��- •.- : :- :-�. - -; - �: Non -Exempt Church Exemption Charitable Crg, Exemption Government Exemption Ji M� I R'3 lie qMMIIW 15 ��'�• `'� � ', � It 1" Boundaries (continued) • The size of the TIF District is 225 acres or 9,801,000 square feet of area. by ' Term • The TIF District expires on the earlier of (i) December 31, 2024 or an earlier termination date designated by an ordinance subsequently adopted by the City Council of the City of Fort Worth or (ii) the date on which all project costs, tax increment bonds (if any) and interest on those bonds have been paid in full. • A cap on total expenditures is imposed, at 2003 dollars, of $16,000,000. Governance The Project and Financing Plans only grant the TIF Board the use of $2.8 million in net present value terms for the UP Terminal Redevelopment Project and any additional available tax increment for public infrastructure and improvements associated with the Convention Center Hotel Development Project. 16 Any additional expenditure would require participating taxing jurisdiction review and approval and subsequent TIF Board approval. 17 lu S 8 k- illy N ....................... ... to f38ps nal!A&NAB 4 �� dA ^►�g��� �BSttR�^�:i � f www.r.rwww....w«wwwwrw«ww.www.ww. rrrwwwwwwwrr. w.w www.wrrwr... -Fig; 0 - wwwwwwwwwww«.rwwrwwwwww«w««wrr r.�rr wwwwwwwwwwwwwww«ww.wrrrww www-wwwwwww��wwi¢�g«M»s�rwwwr*^�w��wwFi�IG .�F�»�w.3 #�R��y+� arts u(N] 8 rwwwRppwwrwrww«.wwwwwwwwwwOCppwr...Cw w.r ww.w wr..g+w r..r ww++wwww.wwww aw Sw wwww CE F' goopRgppr+PR1Q�pp.i^^.4 boot"�s�IlOAgoYo ICE 5 5 it 0 �S r�r rrr�sas'� } sr rya �r� aaaaIII F aaaaaaa I O OpO, b, O qv ap q 00 O 00 oeeegbC{ O00R. q RqR. E�aOppR�agappe o-p p[�O,00eeneeaee ♦ OOOCpGOOOObpdpCpGocGri/ffiNYlY1�������b�������RRRaRRai3R r q All �au4�ia����m�a.m�cFiome�r�v�a�'�ri ������ir���3rr�ia������6►�� 000arsz%Ems,xARE ag ANA IN 9 ATTACHMENT B Tax Increment Reinvestment Zone Number 8 (Lancaster Corrldor TIF) Projected Revenues TAXABLE BASE YEAR OROWTH 1.5% TAX RATE CRY 0.0650000 Hospital Dhida 0.2353070 1+- Cole 0. M03900 school Dhtlkt OAD00000 Wolter Dhtrld 0.0200003 Ce" 0.2725000 TOTALTAX RATE 1.5337770 IIEYLNUtOR E&Ow 2003 2" 200E 20M 2007 20M 2D09 2010 2311 2011 2013 74T4 7lAsl YLAFI�: �:..'.•-,..�,';y.-..•.'.-•:::.,-71Q860.'7rlO�.c:i7p,66776ax..r-1T377J3A42�`.:.77At7]3.6�:�C179Y733�062`'t-hiTY:T97�D8R;;C•t.r70.-773,662� -'17i.73TeRIuc.::17P,73T,862,`a-,•%'iif:733�EE2••'' "17l1,T33:662.1'"+176;733.682 TAXABLE VALUE 19G574.336 200413,365 212.047.065 214,927,T71 219050 Ile 221.320,94, 224,640.T55 228,01D.Y.G 771,430,322 234091.090 239,425.5M TAXABLE VALUE INCREI6ENT 10,702.648 2917940.3 3Z313,193 35.001SP9 38.3113r 41397,059 44,000,073 48770.404 61,696,040 5S.186.d?9 s9,691,627 REVENUHII TAXABLE VALUE ORV VTH Clly 145.2M 752,403 279.509 303.= 33t43G 350.728 3M.444 417.592 447.170 417,204 50703 HOcptal DMrhf 39.50 so G" T6.094 02.610 90.193 97.e95 105,709 113W1 121,02 129,004 IM.134 h. Ctlhye 18.T24 3233G 4.030 39,131 42,724 40,371 SO,OT3 53.030 57,644 G1.575 GS,444 Sd1=1 Dhlrkt 0 0 0 D 0 a 0 0 0 0 0 1Va410116h7ct 1359 5836 6.4x' 7019 7,G63 F,317 6.051 9053 10,339 11,034 11.739 C0u1M1 45.780 79.514 88.053 93,671 104412 113.3I5 12Z371 131.s53 T40.873 150,237 169.035 SUBTO7AL61 752,577 436.676 485.130 527.953 510,431 625.639 671L579 T26.M T77,725 829.946 802.1Y37 REVENUE 92 0 1 17 3 4 6 6 7 a 0�072400 11 PRICNEW 90 ^E1N OEvELtlP1AEHt- SF DEVELOPMENT. 11 0 0 0 D 0 +7500a 17,7Ct,sOD 31.1 300 35,731,430 4.2,2e7409 03.141,r16 CRY 0 0 0 0 0 15I.V5 153.045 270.42T 317.727 305.743 425,49) MO.175 Hospla7 DNI,L-t 0 0 0 0 0 41,194 41.012 73,501 ROAM 04,532 134841 149.634 .k, CdkOe 0 0 0 0 0 24,392 24.757 34,659 4a.957 47,147 $3.072 70,405 school DMi lot 0 0 0 0 0 0 D 0 0 0 0 0 VodetDtihttd 0 0 0 D 0 3,507 2.553 6,253 T.346 OAS8 11.416, 12,625 Ca w 0 0 a 0 0 47,00 4e.403 85,1m 100."3 113.2m 155.095 iT7.DG1 6UBTUTAL82 U u U 0 U 268.146 Zl2.i ri 4tO,313 644688 amUhl 851.151 041VW4 1hXAgLt'V74W8•.,„ nr•-w•r?,,.�.::;-.:v.....-..,.,y7.,:+16VlTrM7'A+O..rwi1761YJ3.d6:ik..�11'1'WY;UW'I.f,2a4.1Y7:7,7N"-r'1!'J::zRh Po9:.''"23Y,11fKsM1�":• G7N1Ai�2fY•�"164:141111U4'"'�'r11:7,7n1y9i7'-.�A'7.�E4!:i89�"^rtl01:507'.i95 T18XABL%WAl716U80RWENTJcdKe •.,7: tv.9C �.r'G-'a�;4s!!sC1 8'iY.BYtY,'Y79,463RM'.'32'217,46;StiNb.Y33,Oro,'869:G•S'i!'S591167306^.rizfd y;i4Si,S3Y'r•XY.TO?I09,978':rJ:!?tIS.OPI!IRIYten-83.9T9.049r-'111Z4'JO.ISOT!°J•Ki21!Ai3.'17] _ •!:;,:-�"!,S'.1•1;:12t��/1nr1.'K.Y.k„.Ss::*"_'�',wvFiJ'I:h'1'.':a?nhCiS'JfY.'.�+.; .'-:.E:•',�f?:•'a:,::.. '.. , TOTAL TAX INCREMENT 0 nor /3601% 486,120 327,257 644,67a 897,807 1.145,803 1,778,660 1,413AU 1J611:r0r 1,63Z861 h..1 c ATTACHMENT Tax Increment Reinvestment Zane Number (Lancaster Corridor TIF) Projected Revenues TAXABLE SSE YEAR GRDW7H ts% TAIL RATE C9y 0 865=0 Hospeal DIMnd 0.2353970 Jr. Co9a0a 0-1 Ma0D sdled Drdriet 0 09 nODO V01W1}W" 0.0200000 Catmw 0272500o TOTAL TAX RATE 1.5722T70 2015 2018 2D17 2018 MR 2020 2021 2922 2023 2024 2028 TOW CL 4.. 1:4-i,L .:ear ,Lh ,A. tSL6. •a. •I , Ia M,J]Jb 1, r •1113J„i4 .I .n,a,'Ag�.i. YLl.,i...a. . li. i7i ,'.•.0 3.6--%11 J o..j 2420D7.892 2461531,920 749.316.399 253,058,14E 256.851,987 M,704,767 254,615.339 288,564.589 272.513.337 275,702,537 152.25Q01D 85,99L7,036 69.5U517 77,322,253 77,116,105 90,970,885 84.881.457 86.850,557 92,979,455 98,9M.ass 536.615 570,078 601.689 634,228 667,072 700.396 74kM 788,55E 803.467 8361779 10.767,191 city 145.677 155.122 163.795 172,598 181.534 IKO03 199'em 209, 152 219.535 228,261 2.030,132 HoWlat DNINd 69,431 TWO 77,587 61,757 85,990 90,2813 %646 Wam MUM 106,124 1,367,950 Jr. 00hae 0 0 0 0 D D 0 0 0 0 0 9d1Dar DJetod 12454 13,180 13,917 14,584 15,424 10.194 16,979 17.77D 18.579 19,394 248,952 AWar Dletrid 169.88D 179,572 189.512 199,803 210,147 220,846 231,302 242.110 253.D97 254.240 1,391.977 CauMy 938,761 a91471 1.046,800 1,10S.061 1.100.111115 1.211.127 1.278.987 1.336,671 1,397.279 1.43s.797 17767,A19 12 73 14 18 16 17 1s 19 20 27 126 13•i 135 [­T21.178.9 a 396,51I 69.DMTM 70.125,101 71.176.976 1122,994,533 124,019.552 726.712145 125,512,628 18x 54 238.430,037 597.618 SM582 615.E81 1,048,781 1.063.W 1,079.952 1,096.1301) 1.112.501 1.575.943 7052.4W 13,1A.020 city 1g933 105,077 167.546 205.247 289.529 293,989 29s.27T 302,751 426,798 561,257 3,581,D36 HoW210', M 77,037 78.1112 79,385 135.117 137,144 139,201 141.289 143,408 203,110 205,059 1.T06.112 JL ctmae D 0 D 0 D 0 Cl 0 0 D 0 Sd1001 Dfatsst 13.818 14.M 14,235 24.225 24,699 24.Me 25, 342 25,723 38.431 47,686 304,255 W41er DleDld 188.257 191,091 193,957 330,207 335,160 340.185 345.291 350,470 496.373 649,722 4,145,415 C01JI11y 0 IJM,372 1.06403 1470,787 11.111122.1110 1.870,332 1MAW 1A06.279 fIW4.M= X7401M ].688.944 2t995,909 i... , -,I p11J1.4A,1 idi_.I.,.i,YI.. VII I. —id 1'"., I,..I A'.' 1—. 11..1 N,IJV•1,I IA1..11 .I .a r, Sl -A I.. I., 11 ,—.1.r, ., L. ,i11 Y If. ..•I ilV.i ... .,.. .. i6.... of rl irnii. •dFL,.IIL7. ✓I:V.'Jr .,I�fi, .4da'I ...I ya ..,. P.Y.. •I..y�., .}.11 Ih Irl,. II.I.II,.IY-ii!n,,.i. Yr. t•i 1•I,.. , u .,• i11 [1a �111 .w,.• i. .,.,Ili .I i. .1 ..i •.I:, 4i .i, 1. ,. ., . .. ..L .. A. .,. i, IFa.163AIS .'LI. 11.1.1 .. . ,., I.,.... •,. ., .... , r 1 .I.li.i..i• 4Yi.�.,, ,ui , i . e• I J776.133 2im.333 2.117,587 2.928,M6 3.911M98 3A98.214 3,271.m 4.1"An 6.D45.741 41.672,126:,1. r {r n EACHIBIT C City Secretary Contract No: t1 6 AMENDMENT NO.2 TO AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT CITY OF FORT WORTH, TEXAS (LANCASTER CORRIDOR TIF) This AMENDMENT NO. 2 TO AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS ("Amendment") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City") and TARRANT COUNTY (the "County"). The City and the County hereby agree that the following statements are true and correct and constitute a basis upon which the City and the County have entered into this Amendment: A. On December 9, 2003, the City Council of the City ("City Council") adopted City Ordinance No_ 15775 designating certain real property in the southern portion of the downtown area of the City as Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas, (the "TIF District"). The TIF District is informally known as the "Lancaster Corridor TIF". D. On or about October 23, 2007, the City and the County entered into an agreement under which the County agreed to deposit eighty percent (80%) of the County's Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement. The Participation Agreement is a public document on file in the City Secretary's Office as City- Secretary Contract No. 36028. C. The Participation Agreement incorporates the TIF District's Project and Financing Plan for the development and/or redevelopment, as adopted by the TIF's Board of Directors (the "Board") on January 22, 2004 and approved by the City Council on January 2, 2004 pursuant to Ordinance No. 15844, as subsequently amended by the Board on February 24, 2005 pursuant to Board Resolution No. 2005-02, on June 29, 2006 pursuant to Board Resolution No. 2006-04, on December 5, 2007 pursuant to Board Resolution No. 2007-01, and on June 23, 2011 pursuant to Board Resolution No. 2011-01 as approved by the City Council on March 29, 2005 pursuant to Ordinance No. 16343-03-2005, on August 15, 2006 pursuant to Ordinance No. 17100-08-2006, on January 29, 2008 pursuant to Ordinance No. 17964-01-008 and on August 9, 2011 pursuant to Ordinance No_ 19835-08-2011 respectively (the "Plan"). D. Section 4.2 of the Participation Agreement specifies that if the Plan is further amended, the County shall have the right to suspend deposits of tax increment into the TIF District's Tax Increment Fund until the amendment is approved by the governing body of the County as an amendment to the Participation Agreement. E. On or about September 21, 2011, pia City Secretary Contract No. 36028-A1, the parties previously amended the Participation Agreement to incorporate amendments to the Plan Tarrant County Participation Ag =cnt L wcasta Corridor TIF Page 1 as approved by the Board and the City Council to support additional development within the TIF District. F. On December 3, 2014, the Plan was further amended by the Board pursuant to Board Resolution No. 2014-04, as approved by the City Council on January 6, 2015 pursuant to Ordinance No. 21611-01-2015 attached hereto as Exhibit "A." The Project and Financing Plan, as so amended, is referred to hereinafter as the "Amended Plan". G. The governing body of the County has approved the Amended Plan. Accordingly, the City and the governing body of the County wish to amend the Participation Agreement to incorporate the Amended Plan. NOW, THEREFORE, for and in consideration of the conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and the County do hereby contract, covenant and agree as follows: 1. In order for the Participation Agreement to incorporate the Amended Plan, Section 2 (Definitions) of the Participation Agreement is hereby amended to provide a new definition for the term "Project Plan", as follows: Proiect Plan means the project plan for the development and/or redevelopment of the TIF District, which has been adopted by the TIF Board and approved by the City Council of the City, which is attached hereto as Exhibit `B-1:' All references in the Participation Agreement to Exhibit "B" shall be replaced with Exhibit "B-L" Exhibit "B-1.," as amended, is attached hereto and hereby made a part of this Amendment and the Participation Agreement for all purposes. 2. The portion of Section 3. (Deposit of Tax Increment) of the Participation Agreement that reads as follows, "beginning with the 2004 tax year, eighty percent (80%) of the County's Tax Increment into the Tax Increment Fund up to a maximum cumulative contribution of $7,000,000 (the "Maximum Contribution")" is hereby amended to read as follows, "beginning with the 2004 tax year and ending with and inclusive of the 2014 tax year, eighty percent (80%) of the County's Tax Increment and, beginning with the 2015 tax year until the termination of the TIF, forty percent (40%) of the County's Tax Increment into the Tax Increment Fund up to a maximum cumulative contribution of $7,000,000 (the "Maximum Contribution")". 3. All other provisions and conditions of the Participation Agreement shall remain in full force and effect. 4. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to thcm in the Participation Agreement. Amtmdmmt Na. 2 to the Tarrant Cotmty Paiticipation Agreement Lancaster Conidor TIF Page 2 5. This Amendment contains the final written expression of the City and the County with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the later date below: CITY OF FORT WORTH, TEXAS: TARRANT COUNTY, TEXAS: 3esus J. Chu BY: Assistant City Manager B. Glen Whitley County Judge Date: __& . 3e, •T�f `5— ATTEST: �Y G� By: Mary J. Kayser City Secretary APPROVED AS TO FORM/LEGALITY: B�t-J,4p Maleshia armer Senior Assistant City Attorney /Y3 ,9Y Contract Authorization M&C G-1-4-199, City Ordinance No. 2$505-H--2-82 Q 2/02/2003) EST: D Name: LOG-(ar-n Deputy County Clerk APPROVED AS TO FORM*: BYZ' Name: Criminal istrict Attorneys 2 COURT ORDER # 1 D,1 ` 16 :�:By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective Other parties may not rely on this approval. Instead those parties should seek contract reviewfrom independent counsel. Amendment No. 2 to the Tarrant County Participation Agreement Lancaster Corridor T r Page 3 EXHIBIT "A" CITY ORDINANCE NO.21611-01-2015 ORDINANCE NO. 21611-01 2015 AN ORDINANCE APPROVING AN AMENDED PROJECT AND FINANCING PLAN FOR TAX INCREMENT REINVESTMENT ZONE NUMBER EIGHT, CITY OF FORT WORTH, TEXAS (LANCASTER CORRIDOR TIF); MAKING VARIOUS FINDINGS RELATED TO SUCH AMENDED PLAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, as authorized by Chapter 311 of the Texas Tax Code (the "Act") and Pursuant to Ordinance No. 15775, adopted by the City Council of the City of Fort Worth, Texas (the "City") on December 9, 2003, the City created Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas (the "Zane"); and WHEREAS, on January 22, 2004 the Board of Directors of the Zone (the ",Board") adopted a Project and Financing Plan for the Zone (the "Plan"), as required by Section 311.011(a) of the Act; and VdM, REAS, in accordance with Section 311.0I 1(d) of the Act, on January 27, 2004 the City Council approved the Plan pursuant to Ordinance No. 15844; and WHEREAS, on February 24, 2005, the Plan was subsequently amended by the Board pursuant to Board Resolution 2005-02, which amendment was approved by the City Council on March 29, 2005 pursuant to Ordinance No. 16343 -03 -2005; and WFffiREAS, on June 29, 2006, the Plan was subsequently amended by the Board pursuant to Board Resolution 2006-04, which amendment was approved by the City Council on August 15, 2006 pursuant to Ordinance No. 17100-08-2006; and Ordinance No. 21611-01-2015 Page 1 of . r WHEREAS, on December 5, 2007, the Plan was subsequently amended by the .Board pursuant to Board Resolution 2007-01, which amendment was approved by the City Council on January 29, 2008, pursuant to Ordinance No. 17964-01-008; and WHEREAS, on June 23, 2011, the PIan was subsequently amended by the Board pursuant to Hoard Resolution 2011-01, which amendment was approved by the City Council on August 8, 2011, pursuant to Ordinance No. 19835; and WHEREAS, as authorized by Section 311.011(e) of the Act, on December 3, 2014 and pursuant to Board Resolution 2014-04, the Board amended the Plan and recommended the amended Plan be approved by City Council removing provisions that establish a cap on total eligible expenses funded by the Zone; eliminating restrictions on eligible projects based on their location within Zone boundaries as depicted in Exhibit "A," which is attached hereto and incorporated into this Ordinance; adding categories of eligible projects; and in accordance with Section 311.010(h) of the Act, permitting the use of Chapter 380 grants in support of projects within the Zone upon meeting certain criteria; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Section I. FINDINGS. That the City Council hereby makes the following findings of fact: 1.1 The statements and facts set forth in the recitals of this Ordinance are true and correct and i are incorporated into this Ordinance. Ordinance No. 21611-01-2015 Page 2 of 4 1.2 That the Plait, as amended, includes all information required by Sections 311.011(b) and (c) of the Act_ 1.3 That the Plan, as amended, is feasible and conforms to the City's master plan. 1.4 That on January 6, 2015, but prior to the adoption of this Ordinance, the City Council held a public hearing on the PIan, as amended, and afforded a reasonable opportunity for interested persons to speak for or against designation of the Zone and approval of the Plan, as amended, as well as for owners of property located in the Zone to protest inclusion of their property in the Zone (the "Public Hearing"), as required by Section 311.011 (e) of the Act, 1.5 That notice of the Public Hearing was published in a newspaper having general circulation in the City at least seven (7) days prior to the date of the Public Nearing, which satisfes the procedural requirement of Section 311.003(c) of the Act that notice of the Public Hearing be so published, Section 2. APPROVAL OF AMENDED PLAN. That based on the findings set forth in Section 1 of this Ordinance, the Plan, as amended, attached hereto as Exhibit "B" and incorporated herein, is hereby approved. Ordinance No.21611-01-2015 Page 3 of 4 t Section 3. DELIVERY OF AMENDED FLANS TO TAXING ENTITIES. That the Housing and Economic Development Department is hereby directed to provide a copy of the Plan, as amended, to the governing body of each taxing unit that taxes real property located in the Zone. Section 4. SEVERASILITY. That if any portion, section or part of a suction of this Ordinance is subsequently declared invalid, inoperative or void for any reason by a court of competent jurisdiction, the remaining portions, sections or parts of sections of this Ordinance shall be and remain in full force and effect and shall not in any way be unpaired or affected by such decision, opinion or judgment. Section 5. EFFECTIVENESS, That this Ordinance sball take effect and be in full force and effect from and after its adoption. AND IT IS SO ORDAINED. APPROVED AS TO FORM AND LEGALITY: Males . Farmer Senior Assistant City Attorney ADOPTED AND EFFECTIVE: January 6.2015 M&C: G-18394 AM"CS f Mary Ordinance No.21611-01-2015 Page 4 of 4 EXHIBIT D Tax Increment Reinvestment Zone Number Eight, City of Fort Worth, Texas (Lancaster TIF) Project Plan and Financing Plan Prepared for The City of Fort Worth October 15, 2024 Tax Increment Reinvestment Zone Dumber Eight, City of Fort Worth, Texas (Lancaster TIF) Project Plan and Financing Plan Table of Contents I. Tax Increment Financing Overview...................................................................................... 3 11. Amended Project and Financing Plan.................................................................................... 4 III. The Project Plan.................................................................................................................... 4 A. Description of the Zone......................................................................------......------..... 4 B. Proposed Changes to Current Ordinances and Codes ............................................... 7 C. Estimated Private Investment (Non -Project Costs) .................................................. 7 D. Method of Relocating Displaced Persons.................................................................. 7 E. Relationship to Downtown TIF..............•.............................-----................................ 7 IV. The Financing Plan 9 A. Proposed Projects and Improvements........................................................................ 9 B. Revenue Projections......................•-------......_.....................------••.............................. 11 V. Summary of Project Costs and Financing............................................................................ 13 V1. Tables................................................................................................................................... 14 VII. Exhibits_ .............................................................................................................................. 15 A. Map of Boundary .......................................................... ..........................••-•----•-------• 15 B. Legal Description.........................................................................._....------............I... 16 C. Map of Potentially Underutilized Properties in Downtown .................................... 17 Lancaster TIF 2024 Amended Project and Financing Plan Page 2 of 17 i I I. TAX INCREMENT FINANCING OVERVIEW Tax increment financing ("TIP") is a tool Texas local governments use to finance public improvements within a defined area_ These improvements are intended to promote development or redevelopment in the defined area and surrounding areas. The statute governing tax increment financing is codified in Chapter 311 of the Texas Tax Code (the "Tax Code"). Chapter 311 is often referred to as the Tax Increment Financing Act and it allows municipalities to create "reinvestment zones" within which various public improvements can be undertaken. A municipality makes an area eligible for tax increment financing by designating a reinvestment zone. Essentially, for the City to initiate the designation of an area as a reinvestment zone, the area must 1) substantially arrest or impair the sound growth of the municipality creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition; or 2) be predominately open and, because of obsolete platting, deterioration of structure or site improvements, or other factors, substantially impair or arrest the sound growth of the municipality; or 3) be in a federally assisted new community located in the municipality or adjacent to such property. At the time an area is designated a reinvestment zone for tax increment financing, the existing total taxable value of real property in the zone is identified and designated as the "base value." All taxing units that levy taxes in the zone during the life of the TIF will continue to receive the tax revenues derived from the "base value-" As new development is added to the tax rolls within the TIF area, total assessed valuations rise. This rise in new value is measured annually and is called the "captured appraised value". The taxes that are collected by the participating taxing jurisdictions on the incremental increase between the original "base value" and the current year's "captured appraised value" is the "tax increment'. Each taxing unit choosing to participate in the TIP will agree to deposit a portion or all of the taxes generated from the "tax increment" into a TIF fund administered by a TIF Board that is appointed by the local taxing units. The TIF Board uses the tax increment to make public improvements in the area to attract private development that would not otherwise occur or that may not occur until a much later date. Additionally, the TIF Board may enter into development agreements to participate in new development or redevelopment or to facilitate the financing of eligible public improvements that support the objectives of the TIF District as described within the Project Plan and Financing Plan (the "Plan") as adopted by the TIF Board and participating local taxing units. The TIF District ends on the earlier of 1) the termination date contained in the ordinance establishing the zone or 2) the date on which all project cost have been paid in full. Any Lancaster TIF 202A Amended Project and Financing Plan Page 3 of 17 revenues remaining in the TIF fund after the dissolution of the TIF are returned pro rata to each participating taxing unit. II. AMENDED PROJECT AND FINANCING PLAN This amended Project and Financing Plan for the City of Fort Worth Tax Increment Reinvestment Zone Number Eight ("Lancaster TIF") replaces the previous Plan for the Lancaster TIF as adopted in 2015 (the "2015 Plan"). Except as otherwise prescribed, allowed for; or prohibited by state law, the powers and restrictions of the Lancaster TIF will be as provided for in this Plan. The adoption of this Plan is done in recognition of the continued set of conditions that apply to Downtown Fort Worth which require or might otherwise benefit from the form of support contemplated by Chapter 311 of the Tax Code and that may be further improved by the continued existence and resources of the Lancaster TIF. Moreover, the adoption of this Plan and the amendment or replacement of associated agreements, ordinances, etc. is done in response to new elements, considerations, and opportunities not originally anticipated in 2015 Plan that may require additional support for a term extending beyond that presented in the 2015 Plan. III. THE PROJECT PLAN A. DESCRIPTION OF THE ZONE Anchored by several historic and monumental buildings marking the southern edge of downtown Fort Worth and prompted by the relocation and removal of the I-30 overpass, Tax Increment Reinvestment Zone Number Eight (-Lancaster TIF") has played a pivotal role in the transformation of Lancaster Avenue. Since its creation in 2003, the taxable value of property in the Lancaster Corridor TIF has increased to nearly four times its base year value, adding over $700 million in new taxable value to the district. In addition to the numerous improvements made to Lancaster Avenue itself, including improvements to utilities, sidewalks, and medians and the installation of public art, the Lancaster Corridor TIF has supported development projects on the blocks surrounding and extending north from Lancaster Avenue. With the support of the TIF, the T&P Terminal building is now a restored residential lower, the Omni Fort Worth Convention Hotel now stands where surface parking once stood, the Oncor Building now features upgraded utilities and better engages pedestrians along Houston Street and Main Street, Pinnacle Bank Place has added a new mixed -use anchor to the northern edge of Lancaster Avenue, and Fort Worth's first high-rise residential tower in approximately thirty years, Deco 969, now stands in the Lancaster TIF, reshaping the Fort Lancaster TIF 2024 Amended Project and Financing Plan Page 4 of 17 Worth skyline. Many of these projects were facilitated through an amended Project and Financing Plan for the Lancaster TIF that was adopted in 2015 (the "2015 Plan'). The 2015 Plan responded to changing conditions along the Lancaster Avenue corridor and elsewhere within the southern portion of Downtown Fort Worth. Although several of the goals, 17 objectives, and projects identified in the 2015 Plan have been advanced by the Lancaster TIF, much remains to be accomplished the fully realize the vision for the area that was first described upon the formation of the TIF district. More recently and following the difficult conditions affecting the Downtown area, real estate markets, and general economy as a result of the COVID-19 pandemic and responding; more simply, to the ongoing growth and evolving characteristics of Downtown, a new Downtown Strategic Action Plan, Plan 2033, was prepared by Downtown Fort Worth, Inc. ("DFWI") and adopted by the City Council. Plan 2033 incorporated community input from a year -long stakeholder engagement effort and that identifies various new and ongoing issues that are a focus for the Downtown area in the decade ahead — a period that reaches beyond the term of the Lancaster TIF as reflected in the 2015 Plan. Priorities that include more housing and small businesses, better public spaces and improved public transportation were highlighted in Plan 2033 and serve as important guideposts for advancing public and private investment in the area. Plan 2033 also recognizes the continued need and opportunity for development within the Downtown Area, given the large number of underdeveloped properties that continue to hinder the district. A map of properties that are potentially underdeveloped is included in Exhibit C. In addition to the goals, findings, and objectives of the Downtown Strategic Action PIan, several recent major projects located within or adjacent to the Lancaster TIF form a new set of needs, challenges, and opportunities that require both an extension of the term of the Lancaster TIF and a revised set of TIF projects to meet them. in particular, plans for the redevelopment of the Texas A&M University Law School and the creation of a multi -block campus and innovation hub surrounding it (the `'Texas A&M Campus") hold the potential to significantly reshape the southern portion of Downtown and to support activity that could have tremendous implications for the local and regional economy. Plans for the Texas A&M Campus rely on investment, infrastructure, programming, and mutual support from the university system and the public and private sectors through a university -public -private partnership. The Lancaster TIF is an ideal tool for addressing some of the many requirements, both near- and long-term, for the Texas A&M Campus and properties that surround it. Additionally, the City of Fort Worth has committed to a multi -phase redevelopment of the Fort Worth Convention Center which lies adjacent to the Lancaster TIF near the Texas A&M Campus. Improvements to and a broadened capacity for the Fort Worth Convention Center to support larger meetings and conventions supports the related aim of the City to facilitate the development of a new convention hotel on property located within or near to the Lancaster TIF. These and other important projects not only serve as catalysts for future improvements to the Lancaster TIF, but add to the requirements of support from it. The Project Plan of the Lancaster TIF is intended to address those challenges that are common to the area encompassed by the TIF boundaries through public improvements that may include, Lancaster TIF 2024 Amended Project and Financing Plan Page 5 of 17 in general, road improvements, public water and sewer line improvements, demolition and environmental remediation, streetscaping and pedestrian improvements, public parking infrastructure, certain public amenities, and inter -district connectivity, and public -private partnership for the development of the district and its economy. In general, the TIF Plan contemplates that local governmental entities, prospective developers or business tenants of properties located within the TIF, or certain quasi -governmental or non- profit entities may fund portions of public infrastructure or other public improvements utilizing financial support from the TIF Board through development agreements that provide for conditional funding or for the reimbursement of eligible expenses for these projects. It is also anticipated that the TIF Board may undertake certain public improvement projects dependent upon sufficient funding availability from tax increment in an effort to further enhance the area. thereby making it more attractive to new development and redevelopment, and, more generally, supporting a fuller realization of the goals, objectives, and vision established for the Lancaster TIF district upon its initial establishment and as more recently articulated in Plan 2033. Projects will qualify for assistance by the use of TIF funds if those projects meet at least one of the criteria outlined below. Qualifying for assistance does not mean that the project will automatically receive TIF assistance. Only projects in which the TIF Board has approved participation by the use of TIF funds through a development agreement will receive assistance. Although more specifically prioritized projects are individually identified in the Financing Plan, projects will, in a more general sense, be eligible for consideration for support by the by the Lancaster TIF upon and subject of conditions approved by the TIF Board, including: Higher -education and research facilities • Public parking facilities, easements, or lease instruments 9 Mixed -use and high-rise development • Adaptive reuse of an existing building • Transit -oriented development Projects that lead to substantial direct job creation, corporate relocation, or otherwise contribute significantly to the strengthening of a target industry as identified in the City of Fort Worth Economic Development Strategic Plan then in effect • Historic preservation or restoration • Board -approved streetscape improvements Transportation improvements that substantially- enhance accessibility and mobility within the area • Mixed -income and affordable housing • Board -approved public amenities and parks improvements • Infrastructure improvements that create or improve pedestrian and vehicular linkages to nearby districts. Lancaster TIF 2024 Amended Project and Financing Plan Page 6 of 17 B. PROPOSED CHANGES TO CURRENT ORDINANCES AND CODES No changes are anticipated to current zoning and design districts applicable to the Lancaster TIF. C. ESTIMATED PRIVATE INVESTMENT (NON -PROJECT COSTS) Although private investment relating to specific near -term projects has not been separately evaluated, the estimated incremental value of property more generally (inclusive of the value of future new investment) has been incorporated into the financial projections presented in the Financing Plan. It is nevertheless anticipated that with the successful delivery of the Texas A&M campus and its associated innovation hub as well as other planned improvements to the Fort Worth Convention Center and currently planned or in -progress private development located in downtown that highly significant and valuable private investment will occur within and by the continued existence and operation of the Lancaster TIF. D. METHOD OF RELOCATING DISPLACED PERSONS No person shall be displaced as a result of implementing the Plan. E. RELATIONSHIP TO DOWNTOWN TIF Located adjacent to the Lancaster TIF and containing much of the southern half the Downtown area of Fort Worth is Tax Increment Reinvestment Zone Number Three (the "Downtown TIF"). The specific location of the Downtown TIF and the boundaries shared with the Lancaster TIF can be seen in Exhibit A. Together, these two TIF districts play an immense role in supporting the growth and redevelopment of Downtown more generally and, more particularly, for projects that are located in close proximity to the boundary that separates them, each gain in the benefits and activities of the other. As much of the recent activity in both TIF districts has been located in the southern portion of Downtown and more specifically in an area that is located with both districts' boundaries, there is a need for close coordination between the two districts. In an effort to further the goals and objectives that are shared between the Lancaster TIF and the Downtown TIF and to jointly finance projects that are located along or near to their common boundaries, both TIF districts will be coordinated jointly with regard to strategy, policy, and administration_ Likewise, it is anticipated that both TIF districts will share a common Board structure and Board representation so as to ensure efficiencies and Lancaster 71F 2024 Amended Project and Financing Plan Page 7 of 17 uniformity of action, especially as relates to those primary projects that are described in this Plan. Financially, while TIF Boards are authorized under Ch_ 311 of the Tax Code to use funds in support of certain projects that are located outside of the boundaries of the TIF district (provided that a material benefit to the TIF district can be demonstrated by doing so), it should be recognized that there are Iimitations in the use of Lancaster TIF funds in support of projects located in the Downtown TIF and vice versa. Therefore, the TIF Board and the administrator will need to effectively manage, communicate, and financially account for any such situations. Nevertheless, the magnitude of several projects located along a shared boundary between the two districts makes it likely that joint participation in individual projects will be necessary. Lancaster TIF 2024 Amended Project and Financing Plan Page 8 of 17 IV. THE FINANCING PLAN A. PROPOSED PROJECTS AND IMPROVEMENTS The continued support and development of the Lancaster TIF will consist of a combination of public improvements and private investment projects. Given the broad -based opportunities and potential project needs found throughout the southern Downtown area. both now and anticipated for the coming twenty-year period, the Financing PIan is organized in such a manner as to recognize and prioritize those improvements in the district that of highest near - term importance and which played a central role in decisions to extend the term of the Lancaster TIF. i. Primary Improvements The Lancaster TIF will, by its administration and by the long-term strategic, financing, and budgetary decisions of the TIF Board, prioritize the following projects and their associated improvements (the "Primary Projects") as listed below: • TAMU Innovation Campus Infrastructure and Bond Debt Service, • 'TAMU/Convention Center/Hotel Parking Infrastructure and Land Acquisition: a Enhanced Pedestrian Safety, Accessibility, Connectivity, Pedestrian Plaza; • Transportation Improvements (Intersections, Freight/Loading Access, Traffic); • Streetscape (Calhoun, Commerce, Jones, Lancaster, 12th, 13th, 15th, others); • Utility Relocations, Public Information, Technology/Innovation Applications; Public Safety Improvements (Pedestrian Lighting, Cameras, Signage, other); and ii. Other / General Improvements In addition, but of secondary priority, to those improvements described above for Primary Projects, other eligible improvements relating to Board -approved projects listed in the Project Plan will include the types of improvements described below: Road and Access Improvements - Street, traffic, utility, drainage and other public infrastructure projects within the TIF boundaries, including projects that improve access to and from the TIF area, such as rail crossings or rail overpasses. Public Infrastructure Improvements - Public water and sewer line improvements, electric utility improvements, demolition and environmental remediation projects within TIF boundaries. Lancaster TIF 202A Amended Proiect and Financing Plan Page 9 of 17 • Streetscavina and Pedestrian improvements — Landscaping and sidewalk improvements, installation of pedestrian lighting, benches and wayfinding signage as well as other improvements within the public right-of-way that enhance the pedestrian experience. • Public Parking Infrastructure (structured) — Construction of new parking facilities or improvements to existing parking facilities that dedicate spaces for use by the general public either through fee -simple conveyance to a public entity participating in the TIF. through the conveyance of a parking easement, or by a lease instrument. • Civic Space and Public Amenities — Improvements to parks, public plazas or similar public improvements that support development and redevelopment within TIF boundaries • Demolition and Environmental Remediation — Demolition of existing structures or improvements at, above or below grade in association with Board -approved projects as listed in the Project Plan and site improvements that address existing conditions that pose concerns to the environment or public health. • Historic Facade Preservation and Restoration — Improvements to the exterior fayade of buildings that are designated (i) Historic Significant Endangered ("HSE") or (ii) as Historic and Cultural Landmark (`-HC") by the City or, as a condition precedent to receipt of funding, will be designated as such upon completion of the designation process. Administrative Expenses — Up to four percent (4%) of annual revenues collected by the Lancaster TIF may be used for eligible administrative expenses as permitted by Chapter 3 I 1 of the Tax Code, provided that the total annual amount of projected administrative expenses for the TIF be presented to the TIF Board as part of an annual budget of overall annual TIF revenues, expenditures, and fund balance. iii. Economic Development Program Grants (Chapter 380 Agreements) As may be necessary or convenient to the support of eligible projects described in the Plan, the TIF Board is authorized to enter into economic development program agreements providing for the conditional grant of TIF funds pursuant to Chapter 380 of the Texas Local Government Code ("Chapter 380 Agreements") as authorized by and in accordance with Section 9 of the City of Fort worth Policy, Guidelines and Procedures for Tax Increment Reinvestment Zones as adopted in March 2023 and Section 311.010(h) of the Texas Tax Code. Lancaster TIF 202E Amended Project and Financing Plan Page 10 of 17 B. TAX INCREMENT REVENUE PROJECTIONS Economic Feasibility City staff has determined that the Project and Financing Plan is economically feasible per the tax increment financing projections included in Table "1". It is anticipated the City of Fort Worth, Tarrant County, Tarrant County College District, and the Tarrant Regional Water District will continue to participate in the TIF district in order to have TIF funds available for TIF Project funding. These financial projections also show the TIF Project Costs may be supported over the course of the term by the total increment generated exceeds the total TIF Project Costs. ii. Bonded Indebtedness The potential direct or indirect bonded indebtedness of the Lancaster TIF may be necessary in relation to eligible projects. In particular, it is anticipated that several Primary Projects may require bond financing with full or partial participation by the Lancaster TIF. Any such indebtedness will require specific TIF Board approval and should reflect best practices concern public bond finance review and underwriting. iii. Projection of Revenues This section outlines the estimated zone tax increment. The zone tax increment will depend on many factors, including (a) the base value of real property in the zone subject to property tax; (b) captured appraised value; (c) annual growth of the zone's taxable real property (which largely depends on private growth within the zone); (d) participation by tax units; (e) tax rates; (f) collection rates; and (g) the term of the zone. Each of these factors is discussed in turn. (a) Taxable Appraised Value for 2004 (the Base Value). The base value of the Lancaster TIF will continue to be that which was established upon its initial formation and as had, more recently, been reflected in the 2015 Plan, that value being $178,938,722. (b) Captured Appraised Value. Table I sets forth the estimated total appraised value of property in the zone over the life of the TIF (estimated to be approximately $2,813,694,076 in fiscal year 2045). (c) Expected Annual Growth of the Zone's Taxable Real Property. The estimated captured appraised value (thus reflecting estimated growth of real property taxable values) of the zone for each year of its existence and the estimated tax increment to be generated annually in total and from each taxing entity is outlined in Table 1. (d) Participation by Tax Units. AIthough each taxing entity has not agreed to a specific level of participation, the financial projections set forth in the Plan anticipates that the Lancaster TIF 2024 Amended Project and Financing Plan Page 11 of 17 City of Fort Worth. Tarrant County, Tarrant County College, and Tarrant Regional Water District will participate in the zone, by contributing a percentage of each entity's tax increment with respect to the zone as indicated below: Lancaster TIF Participation Rates Participatina Entity City of Fort Worth Tarrant County Tarrant County College District Tarrant Regional Water District Participation Rate 50% 35% 35% 35% No cap shall apply to the collective revenues or expenses of the Lancaster TIF (including annually in any remaining years of the term or over the full lifetime of the term) except as may be applicable to the contributions of individual entities participating in the Lancaster TIP per the terms of their participation agreement. (e) Projected Tax Rates. Property tax rates are assumed to remain constant. (f) Projected Collection Rates. The Plan assumes a one hundred percent (100%) collection rate. (g) Term of the `Lone. The term of the zone will be 41 years, expiring on December 32, 2045, beginning with that zone tax increment generated by the 2004 tax appraisal and ending with that zone tax increment generated by the 2045 tax appraisal. iv. Estimated Payment of Project Costs Based on the assumptions and estimates set forth in the information above, it is expected that the zone tax increment will be sufficient to pay in full all project costs (including interest)- V . Tax Exemptions Issued by Participating Taxing Entities All taxing entities that participate in the zone shall retain the right to grant tax exemptions as permitted by applicable law to properties located in the zone for purposes including but not limited to 1) historic preservation and restoration, 2) homestead exemptions, and other limited or non -material deductions that might amount to a withholding of otherwise agreed upon contributions to the TIF Fund. This shall not include any form of tax abatement or grant of tax funds collected by either of the participating taxing entities without prior approval by the TIF Board pursuant to Section 31 I.013(f) of the Texas Tax Code. vi. Administration The Lancaster TIF will continue to be administered by the City of Fort Worth Economic Development Department. Lancaster TIF 2024 Amended Project and Financing Plan Page 12 of 17 IV. SUMMARY OF PROJECT COSTS AND FINANCING A. Anticipated TIF Projects* Texas A&M Campus and Innovation Hub (and Bond Debt Service) Texas A& M Campus / Convention Center / Hotel Parking Infrastructure Enhanced Pedestrian Safety, Accessibility, Connectivity, Pedestrian Plaza Transportation Improvements (intersections, Freight/Loading Access, etc.) Streetscape (Calhoun, Commerce, Jones, Lancaster, 12th, 13th, 15th, others) Utility Relocations, Public Information, Technology/Innovation Applications Public Safety Improvements (Pedestrian Lighting, Cameras, Signage, other) TOTAL ESTIMATED PROJECT COSTS Estimated Costs $32,000,000 S45,000,000 $10.000,000 $19,500,000 $17,000,000 $9,500,000 $ 8,500,000 S141,500,000 * Project costs assume interest associated with reimbursement for public improvements. Note: The amounts outlined above are strictly estimates and do not serve as caps on any specific item. Eligible project costs not outlined above may be funded on a specific project as approved by the TIF Board. B. Anticipated TIF Revenues • City of Fort Worth $ 105,030,661 • Tarrant County $ 21,424,656 • Tarrant County College District $ 12,459,248 • Tarrant Regional Water District $ 2.970.074 TOTAL REVENUE $ 141,884,639 Lancaster TIF 2024 Amended Project and Financing Plan Page 13 of 17 V. TABLES Table 1: TIF Revenue Projections TIF 8 ILattcasteri Prolections FY2024 I FY2025 FYZ026 FY2027 FY2028 FY2029 Vey &Growth 14.2% 1 6.0116 6.0% 6.0% 6.0% &0% I City of Fort Worth: SD% 2,173,964 2,340,SD3 2.517.034 2,704,157 2,902,507 3,112,758 1 1 Tarrant County Hospital District: 0% 1 I Tarrant County College District: 35% 294,206 277.213 298.182 120,410 343,971 368,946 I I Tarrant Regional Water District: 35% 70,148 66,095 71,093 76,391 82,006 87.959 I Tarrant County: 35% 505,308 476.193 512,284 $50,541 591,093 634.078 I School D'alrict: 0% r „ i. TIF 8 (Lancaster) Projections FY2030 FY2031 FYI032 FY2033 FY2034 FY2035 YoY& Growth 6.0% 6.01% 6.0% 6.0% 6.0115 6.0% TAFfNCAEMENT CFW) $99Z007,374 $1,06Z264,140 $1,136,736,312 $1.215,976,814 $1,299,353,746 $1,388,051,294 City of Fart Worth: 50% 3,335,625 3,571.863 3,822,276 4,097,713 4,369,077 4,667,322 Tarrant County Hospital District: 0% - _ Tarrant County CdIeRR District- 35% 395.420 423,481 453,227 484,757 518.179 553,607 J Tarrant Regional Water District: 35% 94.269 100,957 108,047 115,562 123,528 _ _ 131,972 ) Tarrant County; 35% 679,643 727,941 779_.I37 833AOS 890,929 951,504 ) School District 0% TIF 8 (Lancaster) Projections FY2036 M037 FY2038 FY2039 M040 FY2043 TAXABLE LUE YaY& Grotath r r ,417 &0% ,. 6.0% 6.0% 6.0% 6.C% r 6.0% TA2f INCREMENT(CFW) 51,482,070,69S $1,581,731,260 $1,687,371,459 $1,799,350,070 SI,918,047,398 $Z043,866,565 City of Fart Worth: 50% 4.983,463 5,318,571 5.673,787 6.050,315 6,449,434 6,872,501 I Tartan County Hospital District: 0% - - - _ _ _ Tarrant County College District: 35% S91,160 630,966 673.161 717,887 765,297 815,551 1 Tarrant Regional Water District- 35% 140,923 150,410 160,467 171,127 182,427 194,405 Tarrant Camay: 35% 1.016.538 1.085.050 1,157,672 1,234.652 1,316.251 1,402,746 Schaal District: 0% TOTAL REVENUES $5,732,083 $7,194,997 ,: TIF 8 (Lancaster) Projectians FY2D42 FY2043 FY2044 FY2045 YoY& Growth 6.0% 6.0% 6.01% 6.0% TAX INCRFMENT(CFW1 $2,177,224,882 $Z319605,298 S2.468,457,940 $2,627,301,739 City of FOR Worth: 50% 7,320,952 7,796,310 813OD1190 8,834,302 Tarrant County Hospital District: 0% - - _ Tarrant County College District: 35% 868,821 925.n7 985,141 2,048,586 1 Tarrant Regional Water District: 35% 207.102 220,560 234,826 249,948 I Tarrant County: 35% 1.494.430 1.591.61& 1,694,632 1,803,B30 School Distn= 0% - - - - Lancaster TIF 2024 Amended Project and Financing Plan Page 14 of 17 7'WA.V VIP Vi MM .\` \ '. �Ig �aV♦'�� / � 1%T rl :'� ~'l Ji ii `f r p iir •� �� -�C f•9"5�.• F�_ � li a '!1� 1 - ,. ���� r _ J g- *�a i.' fp� z r l � F r•�/,. �r�� } �E' 3ls. Tj h - <.e'..�.s ,+d'' F"- '�'"". i �■i�ti: �- " r., F ;a c-JIN Ec 3 ! jA a�s`'kr.' �e_ i ram' r' ! (j' t{��i 3'�`", :{�, � Jy�� �'y�-,,ten• ,. !' � 1� L - �M S j. G�' EXHIBIT B LEGAL DESCRIPTION OF THE TIF Beginning at a point of the intersection of a projection of the west ROW line of Henderson St and the south ROW line of 3rd St.. thence Northeasterly along the south ROW line of 3rd St. to a point where said line intersects with the west ROW line of Burnett St., thence Southeasterly along the west ROW of Burnett St. to a point where said line intersects the north ROW line of 7th St.. thence Easterly along the north ROW line of 7th St. to a point where said line intersects the north ROW line of 7th St., thence Northeasterly along the north ROW line of 7th St. to a point where said line intersects the east ROW line of Calhoun St.. thence Southeasterly along the east ROW line of Calhoun St. to a point where said line intersects the north ROW line of Interstate 30, thence Westerly along the north ROW Iine to a point where said line intersects the north ROW line of the Interstate 30 exit at Henderson St.. thence Westerly along the north ROW line of the Interstate 30 exit at Henderson St. to a point where said Iine intersects the west ROW line of Henderson, thence Northward along the west ROW line of Henderson St. to a point where said line intersects with the south ROW line of 3rd St., which is the point of beginning. Lancaster TIF 2024 Amended Project and Financing Plan Page 16 of 17 y � ti �y s $`�� >r f-;.7 Y� rt- �t''iF�,f��9�'�c F� a_,�.q`s\ ' �! c, -i. K - \6 ✓ .. ,�,. �r+� � .� lf�`rr• � o+. h i^f .. � aF,, _ H d,-"l.+! -. } - Sc. , �i�, l -s 5-. 4� ! 5 �," r -t•'', 4 5 1 ��3 �i�• pi Ayr NWi�{'�r�`��-`�����\i, .,� V-141" Oil e _ � � � :"lam-��'�`�"i� � •f � �5� ram, ��g�� -+✓��� t � EXHIBIT E RESOLUTION AMENDMENT NO.3 TO THE PARTICIPATION AGREEMENT FOR FORT WORTH TAX INCREMENT FINANCING REINVESTMENT ZONE #8 — LANCASTER CORRIDOR WHEREAS, the Fort Worth City Council approved Ordinance No. 15775 establishing Tax Increment Financing Reinvestment Zone Number Eight (the "Zone"), City of Fort Worth, Texas, in accordance with the Tax Increment Financing Act, to promote development and redevelopment in the Lancaster corridor area of downtown Fort Worth through the use of tax increment financing; and WHEREAS, in September 2007, the City of Fort Worth and Tarrant County, through Commissioners Court Order No. I01544, entered into an agreement under which the County agreed to deposit eighty percent (80%) of the County's Tax Increment into the TIF District's Tax Increment Fund ("Participation Agreement"), as specifically provided in that Participation Agreement; and WHEREAS, in August 2011, Amendment No. 1 to the Participation Agreement was approved through Commissioners Court Order No. 111023, providing modifications to the Project and Financing Plan; and. WHEREAS, in October 2015, Amendment No. 2 to the Participation Agreement was approved through Commissioners Court Order No. 121315, providing modifications to the Project and Financing Plan allowing the use of TIF Chapter 380 Agreements to support projects and a reduction in TIF participation from eighty percent (80%) down to forty percent (40%). WHEREAS, the parties now desire to completely replace the Project and Financing Plan, extend the term of participation out to December 31, 2044, further reduce the participation rate from forty percent (40%) down to thirty-five percent (35%), and replace the maximum contribution amount of $7,000,000.00 to reflect a new maximum contribution amount of $21,424,656.00. WHEREAS, the Tarrant County Commissioners Court recognizes that Tarrant County's continued participation in funding of the Zone through approval of the amended Project and Financing Plan will have the desired effect of further developing the area to the benefit of all taxing units which levy taxes in the proposed reinvestment zone; NOW, THEREFORE, BE IT RESOLVED: That the Tarrant County Commissioners Court hereby approves the Amended Project and Financing Plan and continued participation in funding of Fort Worth Tax Increment Financing Reinvestment Zone 48 and, beginning with tax year 2025, but specifically excluding any payment for tax year 2024, the payment into the tax increment fund of thirty-five percent (35%) of the collected incremental tax revenues produced by applying the County tax, rate to the incremental increase in the taxable value of property located in the Zone, through December 31, 2044, or until $21,424,656.00 in cumulative tax increment funds have been contributed by the County, whichever occurs first unless the County elects to terminate participation in the Agreement prior to these occurrences, in accordance with the terms of the Participation Agreement and all Amendments to the Participation Agreement; that the Amendment No. 3 to the Participation Agreement for the County be and is hereby approved; that the Commissioners Court hereby agrees to enter into Amendment No. 3 to the Participation Agreement as a party thereto; and the County Judge of the County be and is hereby authorized and directed to execute said Amendment No_ 3 to the Participation Agreement on behalf of the County and Commissioners Court substantially in the form of the attached hereto and carry out the terms thereof at the appropriate time(s). PASSED AND APPROVED, IN OPEN COURT, this 17 day of December 2024. COURT ORDER NO. ILILi ``I r V Tim O'Hare, County Judge oy C. Brooks Alisa Simmons Commissioner, Precinct 1 Commissioner, Precinct 2 (A!r Fickes Manny Ramirez Commissioner, Precinct 3 Commissioner, P cinct 4 ATTEST: Cy erk C.e # I q q L16 g ............ �c�uNrf'' COMMISSIONERS COURT COMMUNICATION COURT ORDER NUMBER PAGE I OF DATE 89 12/ 17/2024 SUBJECT: CONSIDERATION OF AMENDMENT NO.4 TO THE FORT WORTH TAX INCREMENT FINANCING ZONE NUMBER 3 (DOWNTOWN TIF) PARTICIPATION AGREEMENT WITH TARRANT COUNTY COMMISSIONERS COURT ACTION REOUESTED It is requested that the Commissioners Court consider the attached Resolution and Amendment No. 4 to the Participation Agreement between the City of Fort Worth and Tarrant County for Fort Worth Tax Increment Financing Zone Number 3 (Downtown TIF), lowering the County's participation rate to thirty-five percent (35%), extending the term, removing the Hospital District, and approving the amended Project and Financing Plan. BACKGROUND In 1996, the Commissioners Court approved County participation in the City of Fort Worth Tax Increment Financing Reinvestment Zone Number 3 - Downtown TIF, contributing one hundred percent (100%) of its tax increment from the Zone for a period of thirty (30) years, or until a total of $50 million in incremental tax revenues had been contributed cumulatively by the participating taxing entities. The Hospital District approved a similar agreement at the same participation rate. Over the years, the County and Hospital District have approved subsequent amendments providing for expansion of the boundary of the TIF Zone and an increase in the total project funding amount to $72 million. On March 11, 2014, the Commissioners Court, through Court Order ##117219, approved Amendment No. 3 providing for an increase in the maximum total increment contribution amounts from $72 million to $100 million and reducing the County's participation amount down to forty percent (40%). The attached Amendment No. 4 to the Participation Agreement provides for the reduction of the County's participation rate from forty percent (40%) to thirty-five percent (35%), extends the term for a twenty (20) year period, completely replaces the Project and Financing Plan, and provides a new maximum contribution amount of $33,514,901.00. The attached Amendment also specifies that projects that plan to utilize County TIF dollars will be brought back and considered via Resolution of the Commissioners Court. Tarrant County will continue to have a representative appointed to the TIF Board. The Criminal District Attorney's Office has reviewed and approved Amendment No. 4 and the Resolution. SUBMITTED 13Y Administrator PREPARED BY: Maegan South APPROVED BY: Chandler Merritt :���oUNTt COMMISSIONERS COURT COMMUNICATION *• REFERENCE NUMBER: DATE [2117/2024 PAGE 2 OF 89 FISCAL IMPACT Tarrant County has contributed their total maximum amount, per the previous participation agreement, of $12,932,046.65, Amendment No. 4 provides for an extension of County participation for a twenty (20) year period with a maximum contribution amount by the County of $33,514,901.00. Tarrant County will retain sixty-five percent (65%) of taxable revenue generated within the Zone. After the maximum contribution has been reached or the term has expired, whichever occurs first, Tarrant County will retain one hundred percent (100%) of taxable value within the Zone.