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HomeMy WebLinkAboutOrdinance 2594 PROPERTY TAX ABATEMENT ORDINANCE NO. 2594 WHEREAS, the City of North Richland Hills City Council has determined that the economic well-being of the City of North Richland Hills is of primary concern, and; WHEREAS, Chapter 312, Texas Tax Code, known as the Texas Property Redevelopment and Tax Abatement Act, provides that the City of North Richland Hills has the authority to create reinvestment zones within the City for purposes of economic development, and; WHEREAS, on March 24, 1997 and September 22, 1997, the City of North Richland Hills City Council, by resolution, established certain guidelines and criteria governing tax abatement agreements and indicated the desire of the City of North Richland Hills to remain eligible to participate in tax abatement agreements, and; WHEREAS, North Hills Creek Mall, L.P. has requested the designation of a reinvestment zone for the purpose of tax abatement of real property belonging to North Hills Creek Mall, L.P. for the purpose of economic development as defined under the Texas Property Redevelopment and Tax Abatement Act, and; WHEREAS, on the 2nd of December, 2001 notice was published in the Fort Worth Star-Telegram stating that a public hearing would be conducted by the City of North Richland Hills City Council on the 10th of December, 2001 to consider the request of North Hills Creek Mall, L.P. to have the property herein described in Exhibit "A" as a reinvestment zone, and; WHEREAS, it is the finding of the City Council of the City of North Richland Hills that the terms of the agreement and the properties subject to the agreement as presented to the City of North Richland Hills by North Hills Creek Mall, L.P. meet the applicable Guidelines and Criteria adopted by the City Council as of March 24, 1997 (and amended September 22, 1997), and; WHEREAS, it is the finding of the City Council of the City of North Richland Hills that the creation of a reinvestment zone for the above stated property would be a benefit to the said property and the development anticipated to occur in the proposed zone would contribute to the economic development of the City of North Richland Hills, and; WHEREAS, it is the finding of the City Council of the City of North Richland Hills that the designation of the reinvestment zone would contribute to employment within the City of North Richland Hills, Texas, and; 1 WHEREAS, it is the finding of the City Council of the City of North Richland Hills that the designation of the reinvestment zone would attract major investment in the zone. BE IT THEREFORE ORDAINED that the City Council of the City of North Richland Hills hereby designates as a reinvestment zone 87.1214 acres at 7624 Grapevine Highway, Calloway Farm Addition, Block B, Lot 1 R herein described in Exhibit "A" pursuant to the authority contained in Section 312.401 of the Texas Property Redevelopment and Tax Abatement Act. Passed in open session of the City Council this 10th day of December, 2001. ru!~ Charles scoma~or City of North Richland Hills, Texas UAA. :".~;\' L '" . ,.~.! "'"" "~y...:,,.......... ;'''-'' ATTEs:~·"·n ....~\~ :l<.f...J ..~-:: g",Of,. r fEr ~" -;..,.. , ; ~ :::;~1. h... ~ ~-o l~~'" ~ , ')ððO~~ ,,,,;;' ~ .""ð"" ...' @, ,/ :I'~. "", I"/J, h7~ " - UÆ/tÆ t!/I'/l;JfI Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALlT 2 :. ¡¿V'<p)" ". . -14·IJJ~!~¿1·¡:HJ-¡: -I·iï ]~·::r:~:~iJf; .~ · . ~ c."~ . ... r· _~..~...... ~;:. ;; -. ~ _ ,.. . - . . ~.. W 1I3l]~-".!'!r. = .... --<t :: . . ./......~ ." ',- ~ .' - -...;-~. 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WALLACE STJRVEY, ABSTR..-\CT :--¡O. 1606, and being out of the Calloway Fann Addition, yd Filing, an Addition to the City of~orth Richland Hills, Tens filed in Volume 388-126, Page 89-89.'\., Tarrant County Plat Records and being more particularly described as follows: CO~ߌNCING at a point, said point being the intersection point of the southeast comer of~he said tract recorded in Volume 388-126, Page 89, Tarrant County Plat Records. TJITIDt Coum;:. TeXJ.s. and the east right-of-\vay line of Cagle Street (50 tàot right-of-wJ.Y): THE~CE S 89 deg. 43 min. 20 sec. \'1, a distance of 10.00 feet to the POL'iT OF BEGG:-'"""[\:G: THE~'¡CE S 89 deg. 43 min. 20 sec. \'1, a distance of 30.00 feet to J. comer: THENCE N 00 deg. 16 min. 35 sec. \'1, a distance of 80.00 feet to the point of curvamr;~ or a curve to the left having a delta of 40 deg. 00 min. 00 sec., a radius of912. 77 feet J.nd J. chord of:\ 20 deg. 16 min. 35 sec. "vV, 624.37 feet; THENCE along said curv"e, an arc distance of637.23 feet to the point of compound curv"J.rure ofJ. curve to the left having a delta ono deg. 26 min. 55 sec., a radius of 496.50 tèet, and a chord of:\ 55 deg. 30 min. 02 sec. "N, 260.76 tèet; THENCE along said curve, an arc distance of 263.85 feet to the point of compound curvature of 3. curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 feet, and a chord ofS 6.l deg. 16 min. 30 sec. VI, 28.28 feet; THENCE along said curve, an arc distance of 31.42 feet to the point of tangency of said curve: THENCE N 70 deg. 43 min. 30 sec. W, a distance of32.00 feet to a corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of 167.35 feet to a comer; THENCE N 70 deg. 43 min. 30 sec. W, a distance of295.74 feet to a cornei'; ~ THENCE S 19 deg. 16 min. 30 sec. V'¡, a distance of265.00 feet to a comei'; Exhibit Å, Page 1 , . ,.; . ~" - .- THENCE N 25 deg. 43 min. 30 sec. W, a distance of 4.11 feet to a comer; THENCE N 70 deg. 43 min. 30 sec. W, a distanc:: of21~.02 feet to a corner; THENCE S 64 deg. 16 min. 30 sec. W, a distanc:: of85.78 feet to a corner; THENCE S 19 deg. 16 min. 30 sec. W, a distance of 366.56 feet to a corner; THENCE S 64 deg. 11 min. 31 sec. W, a distance of 74.93 feet to a corner; THENCE S 19 deg. 11 min. 31 sec. W, a distance of84.00 feet to a corner; THENCE S 64 deg. 11 min. 31 sec. W, a distance of 30.00 feet to a corner; THENCE S 24 deg. 15 min. 49 sec. W, a distance of 62.90 feet to a corner; THENCE S 00 deg. 16 min. 40 sec. E, a distance of32.00 feet to a corner: THENCE N 89 deg. 43 min. 20 sec. E, a distance of 644.30 tèet to a corner: THENCE S 00 deg. 19 min. 45 sec. E, a distance of 25 .00 tèet to a corner; THENCE S 89 deg. 43 min. 20 sec. \V, a distance of 1138.71 feet to a corner; THENCE S 00 deg. 19 min. 45 sec. E, a distance of816.74 tèet to a corner; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 50.00 tèet to a corner; THENCE N 00 deg. 19 min. 45 sec. W, a distance of816.74 feet to a corner; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 175.94 feet to the point of curvature of a curie to the right having a delta of 38 deg. 27 min. 58 sec., a radius of 300.00 feet, and a chord ofN 71 deg. 02 min 41 sec. W, 197.65 feet; THENCE along said curve, an arc distance of 20 1 A 1 feet to a point on said curve; THENCE N 00 deg. 19 min. 45 sec. W, a distance of 32.25 feet to the point of curvature of a non- tangent curve to the right having a delta of 47 deg. 13 min. 26 sec., a radius of 275.50 feet, and a chord ofN 24 deg. 01 min. 08 sec., W, 220.70 feet; THENCE along said curve, an arc distance of 227.07 feet to the point of tangency of said curve; r Exhibit A, Page Z . f . .. 'ç - ... THENCE N 89 deg. 35 min. 35 sec. E, a distance of260.07 feet to the point of curvature of a curve to the right having a delta of 19 deg. 35 min. 56 sec., a radius of50.00 feet and a chord ofS 80 deg. 36 min. 27 sec. E, 17.02 feet; THENCE along said curve, an arc distance of 1 i.lO feet to the point of tangency of said curve; THENCE S 70 deg. 48 min. 29 sec. E, a distance of 8.53 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of69.34 feet to a corner; THENCE S 60 deg. 24 min. 25 sec. E, a distance of 31.75 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of 17.59 feet to a corner; THENCE N 59 deg. 35 min. 35 sec. E, a distance of 31. i5 feet to a corner; THE~'¡CE S 00 deg. 24 min. 25 sec. E. a distanœ of9.59 feet to a corner: THE~CE N 59 deg. 35 min. 35 sec. E, a distance of 31. 75 feet to J. comer: THENCE S 00 deg. 24 min. 25 sec. E, a distance of 14.99 feet to a corner; THENCE S 60 deg. 24 min. 25 sec. E, a distance of 59.81 feet to a corner; THENCE N 59 deg. 35 min. 35 sec. E, a distance of 52.05 feet to a corner; THENCE S 70 deg. 48 min. 29 sec. E, a distance of n. ïï feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of ..+16.75 feet to a comer; THENCE N 23 deg. 02 min. 21 sec. E, a distance of 46.10 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 67.34 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 31.75 feet to a comer; THENCE N 40 deg. 48 min. 29 sec. W, a distance of 63 .51 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of22.92 feet to a comer; THENCE S 79 deg. 11 min. 31 sec. W, a distance of63.51 feet to a comer; J' ÿ THENCE S 19 deg. 11 min. 31 sec. W, a distance of 33.31 feet to a comer; Exhibit ..\, Page 3 , .. '.... .~ - .. THENCE N 40 deg. 48 min. 29 sec. W, a distance of 63 .51 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 31. 76 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 10.39 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 21.0 1 feet to a corner; THENCE N 40 deg. 48 min. 29 sec. W, a distance of74.15 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 38.99 feet to a corner; THENCE N 20 deg. 02 min. 48 sec. W, a distance ofn."µ' feet to the point of curvature of a curve to the right having a delta of96 deg. 2ï min. 11 sec., a radius of25.00 feet and a chord of)i 28 deg. 10 min. 53 sec. E, 3ï.19 feet; THENCE along said CUfi.·e, an arc distance of -+2.09 feet to the point of tangency of said curve: THENCE N ï6 deg. 24 min. 29 sec. E, a distance of203.06 feetto the point ofcup;ature ofa curve to the left having a delta of 28 deg. 3 ï min. 59 sec., a radius of232.00 feet, and a chord of)i 62 deg. 05 min. 30 sec. E, 114.74 feet; THENCE along said CUI"l/e, an arc distance of 115.94 feet to the point of tangency of said curve; THENCE N 4ï deg. 46 min. 30 sec. E, a distance of326.36 feet to the point of curvature of a curve to the left having a delta of 14 deg. 45 min. 42 sec., a radius of501.00 feet and a chord of)i -+0 deg. 23 min. 39 sec. E, 128.72 feet; THENCE along said curve, an arc distance of 129.08 feet to the point of tangency of said CUfi.·e; THENCE S 70 deg. 43 min. 30 sec. E, a distance of 258.80 feet to a corner; THENCE S 03 deg. 00 min. 09 sec. E, a distance of 151.29 feet to a corner; THENCE S 70 deg. 43 min. 30 sec. E, a distance of -+94.93 feet to a comer; THENCE N 19 deg. 16 min. 30 sec. E, a distance of 29.74 feet to the point of curvature of a curve to the left having a delta of 45 deg. 54 min. 23 sec., a radius of 100.00 feet, and a chord ofN 03 deg. 40 min. 41 sec. W, 78.00 feet; THENCE along said curve, an arc distance of 80.11 feet to a point of reverse curvature of a curve to the right having a delta of34 deg. 26 min. 42 sec., a radius ofì4.00 feet and a chord ofN 09 deg. 24 min. 32 sec. W, 43.82 feet; \ Exhibit A, Page 4 . , , '"" '.. - .... THENCE along said curve an arc distance of 44.49 feet to the point of tangency of said curve; THENCE S 70 deg. 43 min. 30 sec. E, a distance of281.82 feet to the point of curvature of a non- tangent curve to the right having a delta of 14 deg. 42 min. 03 sec., a radius of 456.56 feet and a chord ofS 11 deg. 55 min. 29 sec. W, 116.82 feet; THENCE along said curve, an arc distance of 11 i.14 feet to the point of tangency of said curve; THENCE S 19 deg. 16 min. 30 sec. IN, a distance of219.90 feet to the point of curvature of a curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 feet and a chord of S 25 deg. 43 min. 30 sec. E, 28.28 feet; THENCE along said curve, an arc distance of 31.42 feet to a point of reverse curvature of a curve to the right having a delta of30 deg. 26 min. 55 sec., a radius of526.50 feet and a chord ofS 55 deg. 30 min. 02 sec. E, 276.52 feet; THENCE along said curve, an arc distance of 279.30 tèet to the point of compound cur:3.t'..¡re of J curve to the right having a delta of 40 deg. 00 min. 00 sec., a radius of942. 77 feet Jnd a chord of S 20deg. 16 min. 35 sec. E, 64..1.89 tèet; THENCE along said CUlï/e, an arc distance of658.18 feet to the point of tangency of said cur;e; THENCE S 00 deg. 16 min. 35 sec. E. a distance of80.00 feet to the PONT OF BEGI).:--D"G: and COt,rr.~lliG 1,099,309.00 square feet or 25.2367 acres ofland. Tract 2 (1..tl092 acres - San~er Harris) Being a tract ofland out of the V'¡. W. W.~LACE Sl.."R. 'lEY, ABSTR..-\CT NO. 1606, and being one of the Calloway Farm Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89.-\, Tarrant County Plat Records and being more particularly described as follows: CO~ß¡1ENCING at a point for a corner in the Southeasterly right-of-way line of State Highvi3.Y 121- A, said point being North 47" 46' 30" East, 1649.62 feet along said line crom the intersection of said Line with the Easterly Line of the Texas Electric Service Company right-of-\vay as recorded in Volume 1947, Page 169 afthe Deed Records of Tarrant County; THENCE North 47° 46' 30" East, a distance of372.20 feet to a comer; r THENCE North 47° 51' 45" East, a distance of 72.80 feet to the beginning of a curve to the left; Exhibit A, Page 5 . .;. '.. THENCE in a Southeasterly direction along said CUI'\fe to the left having a radius of 50.0 feet, a central angle of 53 0 07' 48", a chord of length 44.72 feet and bearing South 15'" 34' 21" East, and an arc length of 46.36 feet to the end of said curve to the· left; THENCE South 420 08' 15" East, a distance of 50.0 feet to the beginning of a curve to the right; THENCE in a Southeasterly direction along said curve to the right having a radius of 21 0.0 feet, a central angle of 640 29' 29", and an arc length of236.37 feet to the end of said curve to the right and the beginning of a curve to the left; THENCE in a Southeasterly direction along said CUI'\fe to the left having a radius of 20.0 feet. a central angle of79° 35' 40", and an arc length of27.78 tèet to the end of said curle to the left and the beginning of a CUI'\fe to the right; THENCE in a Southeasterly direction along said curv'e to the right havin2: J. radius of 651.0 fee~. :J. J __ __ central angle of 31'" 30' 55", and an arc length of 358.08 feet as the end of said curie to the right: THE.:-,iCE South 25'" 43' 30" East, a distance of23:::.04 tèet to the beginning ofa curie to the; right: THENCE in a Southeasterly direction along said curie to the right having a radius of 456.56 feet. a central angle of 30= 18' 04", and an arc length of 241.45 tèet to the end of said curve to the right: THENCE North 70° 43' 30" wrest, a distance of281.82 feet to the be~Únnin2: of a cur;e to the le£'t: - - THENCE in a Southeasterly direction along said curve to the left having a radius of 7..l.0 feet. a central angle of34° 26' 42", a chord oflength 43.82 tèet and bearing South 3 J 24' 32" East. and:m arc length of ..+4.49 feet to the end of said curve to the left and the beginning of a cU[V'e to the right: THENCE in a Southeasterly direction along said curve to the right having a radius of 100.0 tèet. a central angle of 450 54' 23", and an arc length of 80.12 feet to the end of said curve to the right; THENCE South 19" 16' 30" \Vest, a distance of29.74 feet to a corner; THENCE North 70° 43' 30" W'est, a distance of 494.93 feet to a corner; THENCE North 3" 00' 09" \Vest, a distance of 151.29 feet to a corner; THENCE North 70° 43' 30" West, a distance of258.80 feet to the beginning of a curve to ¡he right; THENCE in a Southwesterly direction along said curve to the right having a radi us 0 f 501. 0 feet. ~ a central angle oft4 0 45' 42", a chord oflength 128.72 feet and bearing South 40 ° 23' 39" West, and an arc length of 129.08 feet to the end of said CUI'\fe to the right; Exhibit A, Page 6 ,..... , - - - THENCE South 47° 46' 30" West, a distance of209.40 feet to a comer; THENCE North 42° 13' 30" \Vest, a distance of219.1O feet to a comer; THENCE North 47° 46' 30" East, a distance of 43.0 feet to a comer; THENCE South 42° 13' 30" East, a distance of 167.10 feet to the beginning ofa curv-e to the left; THENCE in a Southeasterly direction along said curv-e to the left having a radius of 20.0 feet, a central angle of 90° 00' 00", and an arc length of 31.42 feet to the end of said curve to the left; THENCE North 47°46' 30" East, a distance of 146.40 feet to the beginning of a curle to the left; THENCE in a ~ortheaster1y direction, along said curve to the left having a radius of 469.0 fe-=~. a central angle of 21" 40' 00", and an arc length of 1 n.35 feet to the end of said curle to the left: THENCE North 26" 06' 30" East, a distance of315.01 feet to the beginning of3. c:¡r¡e:o the :-ig!-.:: THENCE in a ;"¡ortheasterly direction along said curve to the right having a radius of 25 L.O fe-=~. 3- central angle of 17'" 28' 2T', and an arc length ofï6.55 feet to the end of said cur.oe to the right: THENCE North 42° 13' 30" West, a distance of 32.59 feet to the PLACE OF BEG~;"DG ar:.d containing 1-1-.1092 acres. Tract 3 (7.8789 acres - Mervvn's) BEGf:\i[..¡lNG at a point, said point being the intersection point of the south right-of-\vay of State Highway 26-..-\ and the southwest comer of the Sanger Harris Site; THENCE S 42 deg. 13 min. 30 sec. E, a distance of219.10 feet to a comer; THENCE S 47 deg. 46 min. 30 sec. W, a distance of 116.96 feetto the point of cur,:ature ofa curve to the right having a delta of28 deg. 37 min. 59 sec., a radius of232.00 tèet and J. chord ofS 62 deg. 05 min. 30 sec. \V, 114.74 feet; THENCE along said curv-e, an arc distance of 115.94 feet to the point of tangency of said curve; THENCE S 76 deg. 24 min. 29 sec. W, a distance of203.06 feet to the point of curvature ofacuf"/e to the left having a delta of 96 deg. 27 min. 11 sec., a radius of 25 .00 feet and a chord of S 28 deg. '~ 10 min. 53 sec. W, 37.29 feet; THENCE along said curv-e, an arc distance of 42.09 feet to the point of tangency of said curv-e; Exhibit A, Page 7 . f ',.- ;' THENCE S 20 deg. 02 min. 48 sec. E, a distance of27.44 feet to a corner; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 38.9,9 feet to a corner; THENCE S 40 deg. 48 min. 29 sec. E, a distance of74.25 feet to a corner; THENCE E 79 deg. 11 min. 31 sec. E, a distance of 21.0 1 feet to a corner; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 10.39 feet to a corner; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 31. 75 feet to a corner; THENCE S 40 deg. 48 min. 29 sec. E, a distance of 63.51 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 33.31 feet to a corner; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 63 .51 feet to a corner; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 22.92 feet to 3. comer: THENCE S 40 deg. 48 min. 29 sec. E, a distance of 63 .51 feet to a corner; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 31. 75 tèet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of67.34 feet to a corner; THENCE S 23 deg. 02 min. 21 sec. W, a distance of -+6.1 0 tèet to a corner; THENCE S 19 deg. 11 min. 31 sec. W, a distance of -+16.75 feet to a corner; THENCE N 70 deg. 48 min. 29 sec. W, a distance of73.n feet to a corner; THENCE S 59 deg. 35 min. 35 sec. W, a distance of 52.05 feet to a corner; THENCE N 60 deg. 24 min. 25 sec. W, a distance of 59.3 1 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of 1-\..99 feet to a comer; THENCE S 59 deg. 35 min. 35 sec. W, a distance of31.75 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of9.59 feet to a corner; THENCE S 59 deg. 35 min. 35 sec. W, a distance of 31. is feet to a corner; Exhibit A, Page 8 . , '~ 'ç - - ... \ - - THENCE N 00 deg. 24 min. 25 sec. W, a distance of 17.59 feet to a comer; THENCE N 60 deg. 24 min. 25 sec. W, a distance of31.75 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of69.34 feet to a comer; THENCE N 70 deg. 48 min. 29 sec. W, a distance of8.53 feet to the point of curvature of a curve to the left having a delta of 19 deg. 35 min. 56 sec., a radius of 50.00 feet and a chord ofN 80 deg. 36 min. 27 sec. W, 17.02 feet; THENCE along said curve, an arc distance of 17.10 feet to the point of tangency of said curve; THENCE S 89 deg. 35 min. 35 sec. W, a distance of260.07 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. \'1, a distance of 166.18 feetto the point of curvature of J. cur:e to the right having a delta of 48 deg. 10 min. 55 sec., a radius of2ï5.50 feet J.nd J. chord ùf~ 2:3 deg. 41 min. 03 sec. E. 224.91 feet: THENCE along said cur/e, an arc distance of 231.68 tèet to the point 0 f tangency 0 f said cur:e: THENCE N 47 deg. 46 min. 30 sec. E, a distance of 221.23 feet to the point of curvature 0 f a curve to the right having a delta of28 deg. 37 min. 59 sec., a radius of200.50 feet and a chord ùf:.i 62 deg. 05 min. 29 sec. E, 99.16 feet; THENCE along said curve, an arc distance of 100.20 tèet to the point of tangency of said cur.·e: THENCE N 76 deg. 24 min. 29 sec. E, a distance of 261.23 feet to the point of curvJ.ru.re of J. non- tangent curve to the left having a delta of28 deg. 37 min. 59 sec., a radius of 199.50 feet and a chord ofN 52 deg. 05 min. 29 sec. E, 98.66 feet; THENCE along said curve, an arc distance of99.70 feet to the point of tangency of said cur.·e; THENCE N 48 deg. 18 min. 21 sec. E, a distance of 53.96 feet to the point of curvature of a curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 tèet and a chord ofN 02 deg. 46 min. 30 sec. E, 28.28 feet; THENCE along said cun'e an arc distance of31..+2 feet to the point of tangency of said curle; THENCE N 42 deg. 13 min. 30 sec. W, a distance of 167.10 feet to a comer, said point being in the south right-of-way line of State Highway 26-A; ~ , THENCE N 47 deg. 46 min. 30 sec, E, a distance of 43.00 feet to the POINT OF BEGI:--'¡0<ThG; and Exhibit A. Page 9 . T . S' r - - - CONTA.INING 343,206.61 square feet or 7.8789 acres ofland. Tract.t (9.7304 acres - Cox) Being a tract ofland out of the W.W. WALLACE SURVEY, ABSTR.'~.CT NO. 1606, and being out of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: CO~{MENCING at a point, said point being the intersection point of the north right-of-way line of Glenview Drive (50 foot right-of-way) and the east right-of-way line of Frawley Drive (50 foot right- of-way); THENCE N 00 deg. 19 min. 15 sec. v.¡, a distance ofS41.ï3 feet to the POC\jT OF BEGr:--¡0<"G""G: THENCE S 39 deg. 43 min. 20 sec. \'1, a distance of 6J....1..30 feet to J. corner; THENCE N 00 deg. 16 min. 40 sec. \'1, a distance of32.00 feet to a comer; THENCE N 24 deg. 15 min. 49 sec. E, a distance of 62.90 feet to 3. corner; THENCE N 64 deg. 11 min. 31 sec. E, a distance of 30.00 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E. a distance of 34.00 feet to a corner; THENCE N 64 deg. 11 min. 31 sec. E. a distance ofï.+.93 feet to 3. corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of366.56 feet to a comer; THENCE N 64 deg. 16 min. 30 sec. E, a distance ofS5.iS feet to a corner; THENCE S 70 deg. 43 min. 30 sec. E, a distance of 21 S.02 feet to a corner; THENCE S 25 deg. 43 min. 30 sec. E, a distance of .+.11 feet to a corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of265.00 feet to a corner: THENCE S ïO deg. 43 min. 30 sec. E, a distance of295.ï4 feet to a corner; THENCE S 19 deg. 16 min. 30 sec. W, a distance of 167.35 feet to a corner; \ THENCE S 70 deg. 43 min. 30 sec. E, a distance of 32.00 feet to a comer; Exhibit A, Page 10 , 'f ':0- . ;. THENCE S 19 deg. 16 min. 30 sec. W, a distance of 468.05 feet to the point of curvature of a curve to the right having a delta of70 deg. 26 min. 50 sec., a radius of90.95 and a chord ofS 54 deg. 29 min. 55 sec. W, 104.91 feet; THENCE along said curve, an arc distance of 111.83 feet to the point of tangency of said curve; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 10.53 feet to the POINT OF BEG~l'¡Tl'¡G; CONT.-\INING 423,855.90 square feet or 9.7304 acres of land. Tract 5 (9.5223 acres - Residual 1) Being a tract ofland out of the Vi. W. W.-\LLACE SCR VEY. ABSTR.-\CT ~O. 1606, and being out of the Calloway Farm Addition, 3rd Filing:, an Addition to the Citv of)iorth Richland Hills. Texas . - . filed in Volume 388-126, Page 89-89.-\, Tarrant County Plat Records and being more par"Üc:.rlarly described as follows: BEG~0I1NG at a point. said point being the intersection point of the southeas~ COr:1e, of tb; Calloway Farm Addition, and the east right-of-way line of Cagle St. (50' R.O.\V.); THENCE S 89" 43' 20" i¡'¡, a distance of 10.00 feet to a point for comer; THENCE N 00" 16' 35" W, a distance of80.00 feet to a Doint ofcurvarure; . THENCE along a curv'e to the left. said curve having a central angle of 40; 00' 00", a radius of 942.7ï feet, and an arc length of 658.1 8 feet to a point of compound curvarure; THENCE along a curve to the left, said curve having a central angle of30" 26' 55", a radius of 526.50 feet, and an arc length of 2ï9.80 feet to a point of reverse curvature; THENCE along a curve to the right, said curve having a central angle of 90" 00' 00", a radius of 20.00 feet, and an arc length of 31.42 feet to a point of tangency; THENCE N 19" 16' 30" E, a distance of219.90 tèet to a point ofcurvarure. THENCE along a curve to the left, said curve having a central angle of 45" 00' 00", a radius of 456.56 feet, and an arc length of 358.58 feet to a point of tangency; THENCE N 25" 43' 30" W, a distance of282.04 feet to a point of curvature; f THENCE along a curve to the left, said curve having a central angle of 31 :J 30' 55", a radius of 651.00 feet, and an arc length of 358.08 feet to a point of reverse curvature; Exhibit A, Page 11 . - .... .... - - TfŒNCE along a curve to the right, said curve having a central angle of 79° 35' 40", a radius of 20.00 feet, and an arc length of27.78 feet to a point of reverse curvature; THENCE along a curve to the left, said curve having a central angle of 64 ° 29' 29", a radius of 210.00 feet, and an arc length of236.37 feet to a point of tangency; THENCE N 42° 08' 15" W, a distance of 50.00 feet to a point of curvature; THENCE along a curve to the right, said curve having a central angle of 53" OT 48", a radius of 50.00 feet and an arc distance of 46.36 feet to a point for comer; THENCE N 47° 51' 45" E, a distance of 235.00 feet to a point for comer; THENCE S 42" 08' 15" E, a distance of l60.00 feet to a point of curvature; THENCE along a curve to the right, said curve having a central mgle of 45: 00' 00", a radius of 429.00 feet, and an arc length of 336.94 feet to a point of tangency: THE)¡CE S 02" 51' 45" "V, a distance of 21 8.31 feet to a point of cur,:ature; THENCE along a curve to the left, said curve having a central mgle of 40" 52' 00", a radius of 571.00 feet, and an arc length of 407.27 feet to a point of tangency; THENCE S 38" 00' l 5" E, a distance of 590.45 feet to a point for comer; THENCE S 00" 16' 35" E, a distance of934.15 feet to the POI).¡T OF BEG~~DG: and containing 9.5223 acres ofland. Tract 6 (9.3422 acres - Residual 2) Being a tract ofland out of the "V.W. WALLACE SL'RVEY, ABSTR...\CT NO. 1606, and being out of the Calloway Farm Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COl'vINŒNCING at the intersection point 0 fthe southeast corner of the Calloway Farm Addition and the east right-of-way line of Cagle Street (50' R.O.W.); THENCE South 89" 43' 20" Viest, a distance of 40.00 feet to the POc--.i OF BEGE"-<-Ì'H)iG; " THENCE South 89'" 43' 20"West, a distance of 10.00 feet to a point for comer, said point being in the west line of Cagle Street; Exhibit A, Page 12 "!s- o THENCE North 00° 16' 35" West, a distance of 0.11 feet to a point for comer; THENCE South 89° 43' 20" West, a distance of695.86 feet to a point for comer, said point being in the east line of Frawley Drive (50' R.O.W.) dedicated by deed as recorded in Volume 4423 Page 602 of the Deed Records of Tarrant County, Texas; THENCE North 00° 19' 45" West, a distance of301.62 feet to a point for comer; THENCE North 89° 43' 20" East, a distance of 10.53 feet to a point of curvature to the left, said CUIV'e having a central angle ofìO" 26' 50", a radius of90.95 feet and a chord bearing ~orth 54029' 55" East, 104.91 feet; THENCE along said curve to the right an arc distance of 111.83 feet to a point of tangency: THE\jCE North 190 16' 30" East. adist::mce of468.05 tèet to a point ofcurvarure to the rigrH. saic: CUIV'e having a ce:ltral angle of90 = 00' 00", a radius ono.oo feet and a chord bearing ~-on:h 6":': 16' 30" East, 28.28 feet; THE~CE along said curve to the right an arc distance of 31.42 feet to a paine of cur;ature :0 the right, said curve having a central angle of30= 26' 55", a radius of 496.50 feet and a chord be:.lring South 550 30' 02" East, 260.76 feet: THENCE along said cur:,re to the right an arc distance of263.86 feet to a point ofa compound cur,re to the right, said cur.·e having a central angle of..¡.O" 00' 00", a radius of912.ïï feet and a chord bearing South 20::: 16' 35" East, 6':4.3ì tèet; THENCE along the cur.·e to the right an arc distance of637.23 feet to a point of tangency: THENCE South 00° 16' 35" East, a distance of 80.00 feet to the POI);"T OF BEGQ\.'")¡DG; and containing 406,944.32 square feet or 9.3422 acres ofland. Tract 7 (6.4365 acres - Residual 4) Being a tract ofland out ofehe \V. \V. W.-\lLACE Sl'R 'lEY, ABSTR..-\CT NO. 1606, and being out . of the Calloway Farm Addition. yd Filing, an Addition to the City of¡-.j"orth Richland Hills. Texas filed in Volume 388-126, Page 89-89.-\, Tarrant County Plat Records and being more par:icularly described as follows: COiYL\tŒNCfl\¡G at a point; said point being the intersection of the north right-of-\vay line of Glenview Drive (50 foot R.O.W.) with the east right-of-way line of Ruth Street (a 50 foot private drive), said point being the south\vest comer of Saint John the Apostle Catholic Church trJct; l Exhibit A, Page 13 f , Z" .S" - - THENCE North 00° 19' 45" West, a distance of399.22 feet to the POfN"T OF BEGINl'-iTN'G; THENCE North 00° 19' 45" West, a distance of 417.52 feet to a point for comer; THENCE North 89° 43' 20" East, a distance of 671.52 feet to a point for comer; THENCE South 00 ° 19' 45" East, a distance of 417.52 feet to a point for comer; THENCE South 89° 43' 20" West, a distance of671.52 feet to the POfl\i"T OF BEG~~T\iG; and containing 280,373.03 square feet or 6.4365 acres ofland. Tract 8 (4.8652 acres - Residual 5) Being a tractofland out of the \'1.\'1. WALLACE SCRVEY, ABSTR..-\CT ~O. 1606, and being out of the Calloway Farm Addition, 3rd Filing, an A.ddition to the City of);"orth R.:chiand Hills. TèXílS filed in Volume 388-126, Page 89-89A, Tarrant County Plat Rècords and being more particularly described as fa !lows: COM;vfENCIr.iG at a point, said point being the intersection of the north right-of-\v:J.Y line of Glenview Drive (50 foot R.O.\V.) \vith the west right-of-w:J.Y line of Ruth Stree~ (a 50 foot priv:lte drive), said point being the southe:lSt comer of the Richland Hills .\tlethodist Church tract: THENCE N 00° 19' 45" vV, a distance of399.22 feet to the POL'iT OF BEGD<~DG; THENCE S 89° 43' 20" 'vV, a distance of 479.70 tèet to a point for corner; THENCE N 00° 24' 25" 'vV, along the east line of the TESCO R.O.W.. as recorded in Volume 194";", Page 169, Deed Records of Tarrant County. a distance of 482.63 feet; THENCE N 89° 43' 20" E, a distance of 117.86 feet to a point for comer; THENCE along a curve to the left, said curve having a central angle of 38" 27' 58", a radius of 300.00 feet, and an arc length of 20 1.41 feet to a point of tangency; THENCE N 89° 43' 20" E, a distance of 175.94 feet to a point for comer; THENCE S 00° 19' 45" E, a distance of 417.52 feet to the POL'iT OF BEG'D<~DG: and containing 211,926.79 square feet or 4.8652 acres ofland. '" Exhibit A, Page 14 , . ~ -~: TAX INCENTIVE AGREEMENT This TAX INCENTIVE AGREEMENT (this "Agreement") is entered into by and between the CITY OF NORTH RICHLAND HILLS, TEXAS, a municipal corporation of Tarrant County, Texas (the "City") and NORTH HILLS CREEK MALL, L.P., a Texas limited partnership ("Owner"), whose principal place of business is 1848 Norwood Plaza, Suite 214, Hurst, Texãs 76054. WIT N E SSE T H: A. Owner intends to renovate and expand a shopping center mall on the land described on Exhibit A attached hereto and made a part hereof. B. The improvements contemplated by Owner will promote economic development, stimulate business and commerce, create additional employment opportunities and generate tax revenue. C. Owner has advised City that a contributing factor that would induce Owner to develop the improvements would be an agreement by City to provide economic development incentives in the fonn of a tax abatement, infrastructure improvements and an economic development grant in the fonn of a sales and use tax incentive and a beverage tax incentive to Owner to defray a portion of the costs to be incurred by Owner as a consequence of developing and constructing the improvements. D. City is authorized by Article III, Section 52-a of the Texas Constitution and Section 380.001 ofthe Texas Local Government Code to establish economic development programs and to provide grants. E. City has detennined that providing economic development incentives pursuant to this Agreement will further public purposes and the economic development goals of City. F. In connection with the furtherance of public purposes and the economic development goals of the City, City has detennined that the contemplated improvements to and the use of the property owned by Owner are in compliance with the City's abatement and tax incentive guidelines and criteria. G. The City Council has approved the execution of this Agreement by and between the City and Owner. NOW THEREFORE, the City and Owner, for good and valuable consideration, do mutually agree as follows: 833192.13 1 1. indicated: Definitions. As utilized herein, the following terms shall have the meanings "Conditions for Elieibility" means all the following conditions: (a) the Project is occupied by Occupants operating retail stores of the Requisite Quality which are either businesses operating in the Project as ofthe date of this Agreement or New Businesses; (b) the ice-skating rink in the Project is open and doing business; and (c) Eligible AnclÍor Occupants occupying, in the aggregate, at least 175,000 square feet of gross leasable area of the Project have stores within the shopping mall in the Project that are open and doing business. "Condition for Elieibility Relatin~ to Occupancy" means the condition set forth in clause (c) in the foregoing definition ofthe term "Conditions for Eligibility." "Elieible Anchor Occupant" means an Occupant ofthe Project meeting all of the following conditions: (a) such Occupant is in occupancy of the Project and is operating within the Project a retail store of the Requisite Quality containing at least 25,000 leasable square feet; and (b) such Occupant either owns fee simple title to the site of its store or occupies the Project pursuant to a lease with an initial term of at least eight (8) years and with a renewal option to extend the term of such lease for an additional term of at least seven (7) years. "Fountain Plaza Area" means the area designated as the Fountain Plaza Area on the depiction of the Project attached hereto as Exhibit B, such Fountain Plaza Area to be constructed by Owner and to contain a lake with an area of at least two (2) acres, a lighted fountain, an amphitheater with seating for at least five hundred (500) people, common areas, retail kiosks and associated amenities. "Incremental Project Sales Tax Receipts" means Project Sales Tax Receipts in excess of $900,000, it being understood and agreed that Project Sales Tax Receipts of $900,000 or less shall be retained by the City in their entirety and shall not be eligible for rebate of any kind whatsoever under this Agreement. "Incremental Taxable Value" means, with respect to any particular calendar year, the excess of (a) the value ofthe real property included in the Project (specifically excluding the value of personal property, machinery, inventory, supplies, or other property that is taxed separately from the land and buildings) as shown on the tax rolls of the Tarrant Appraisal District on January 1 of such calendar year, as finally determined by the Tarrant Appraisal District, over (b) the fair market value of the real property included in the Project as shown on the tax rolls of the Tarrant Appraisal District as of January 1, 2001. 833192.13 2 "Inelieible Uses" means the operation of any of the following businesses: (a) any type of discount store; (b) a grocery store or supennarket; (c) a resale or consignment store; (d) a home improvement store; (e) any store containing an outdoor storage or sales area of any kind (unless the written consent ofthe City Manager is obtained with respect thereto); or (f) any sexually oriented business. By incorporating the concept of Ineligible Uses into this Agreement, the parties do not intend to prohibit the Owner from using the Project for any Ineligible Use (it being agreed that zoning and other applicable laws shall be detenninative of whether a particular use of the Project is prohibited); rather, the parties intend that ifthe Project is used for any Ineligible Use, Owner will not be entitled to a rebate of sales, use or beverage taxes attributable to the Ineligible Use under this Agreement, as more specifically set forth hereinafter. "Initial Lease-Up Period" means the period of time beginning upon January 1, 2001 and ending upon the earlier to occur of (a) the date upon which the Condition for Eligibility Relating to Occupancy is met, or (b) January 1,2003. "New Business" means a retail store in the Project that is either (a) a new store which has been opened by an Occupant operating same in addition to (and not in replacement of) any other stores which such Occupant operates within the City; (b) the relocation of a store that has moved from a location elsewhere in the City because the Occupant operating same desired to expand its store and space for expansion was not available at the previous location of such store; (c) the relocation of a store that has moved from a location elsewhere in the City because of other circumstances which prevented the Occupant operating same from continuing to operate its business at the previous location of such store, and (d) the relocation of a store previously located elsewhere in the City that was planning to relocate its store outside the City but elected to relocate to the Project. "Occupancy Failure" means either (a) failure to fulfill the Condition of Eligibility Relating to Occupancy on or before January 1,2003, or (b) in the event that the Condition of Eligibility Relating to Occupancy is fulfilled on or before January 1, 2003, failure to continue to fulfill the Condition for Eligibility Relating to Occupancy (whether through the loss of an Eligible Anchor Occupant or otherwise) which is not cured within twelve (12) months after the initial occurrence of such failure (it being understood that in such event an Occupancy Failure shall be deemed to have occurred upon the expiration ofsuch twelve (12) month cure period). "Occupant" means an occupant ofthe Project that is operating a store within the shopping mall included in the Project and either (a) owns fee simple title to the site of its .store, or (b) operates its store pursuant to a written lease agreement with Owner. "Project" means the land described on Exhibit A attached hereto and made a part hereof and the improvements thereon. Attached hereto as Exhibit B is a depiction of the Project. 833192.13 3 "Project Bevera~e Tax Receipts" means alcoholic beverage taxes actually received by the City pursuant to Chapter 183 of the Texas Tax Code which were generated from the sale of alcoholic beverages within the Project "Project Sales Tax Receipts" means sales and use taxes actually received by the City pursuant to Chapter 321 of the Texas Tax Code (specifically excluding sales tax.es received by the Crime Control District or the Park Development Corporation) which were generated from sales conducted within the Project. "Property Tax Abatement Period" means the ten (10) year period beginning on January 1,2002 and ending on December 31,2011, subject to earlier tennination as provided in this Agreement. In no event shall the Property Tax Abatement Period extend beyond December 31,2011. "Requisite Quality" as used herein to describe a retail store means a retail store of a quality not less than the general quality ofthe stores located in Grapevine Mills Mall, 3000 Grapevine Mills Parkway, Grapevine, Texas. "Sales Tax Rebate Period" means the fifteen (15) year period beginning on January 1,2002, and ending on December 31,2016, subject to earlier tennination as provided in this Agreement. In no event shall the Sales Tax Rebate Period extend beyond December 31, 2016. 2. Ownership Interest in Project. Each party acknowledges and agrees that the Project is located entirely within the City limits ofthe City, is not located in an improvement project financed by tax increment bonds, and does not include any property that is owned or leased by a member of the City Councilor by a member ofthe City Plan Commission. Owner represents and warrants to the City that it is the owner of the Project and holds fee simple title as well as equitable title to the Project. 3. Tax Abatement in Respect of Ad Valorem Property Taxes. Provided that the Conditions of Eligibility are continuously fulfilled in respect ofthe Project during the entirety ofthe Property Tax Abatement Period (but subject to the provisions of Section 7 and Section 8 below), the City will grant a tax abatement on a portion ofthe City ad valorem taxes assessed on the Incremental Taxable Value of the Project and otherwise owed to the City, subject to the tenns and conditions of this Agreement and subject to the rights of holders of any outstanding bonds of the City. The tax abatement shall be an amount equal to the taxes assessed on fifty percent (50%) ofthe Incremental Taxab Ie Value of the Proj ect during the Property Tax Abatement Period. Owner shall have the right to protest and/or contest any assessment of the Project and such abatement shall be applied to the amount of taxes finally detennined to be due as a result of any such protest and/or contest. 833192.13 4 4. Rebate of Incremental Project Sales Tax Receipts. (a) Provided that the Conditions of Eligibility are continuously fulfilled in respect of the Project during the entirety of the Sales Tax Rebate Period (but subject to the provisions of Section 7 and Section 8 below), the City will rebate to Owner, on an annual basis, eighty percent (80%) of the Incremental Project Sales Tax Receipts collected by the City. Such rebate shall be paid to Owner within thirty (30) days after Owner submits to tþe City the tax summary described in Section 4(b) below; provided, however, that ifthe City has any inquiries concerning such tax summary, the City shall have the right to withhold payment of any rebate in respect of one or more tenants that the City may dispute until the City is provided with such additional infonnation as the City shall reasonably require. The parties specifically agree that the foregoing rebate shall not apply to, and nothing contained in this Agreement shall affect the obligation of Owner to pay, sales, use or other taxes payable to the Crime Control District or the Park Development Corporation. (b) On or before March 1 of each year, Owner shall provide to the City a tax summary setting forth the Project Sales Tax Receipts for the immediately preceding calendar year. Owner hereby waives any and all rights of confidentiality which Owner may have in respect of sales taxes generated from the Project. Without limiting the generality of the preceding sentence, Owner agrees that the City shall have the right to inspect and audit the books and records of Owner to confinn the total amount of sales taxes and Project Sales Tax Receipts attributable to the Project. Owner shall use reasonable efforts to cause all leases of the Project and other contracts with Occupants relating to occupancy ofthe Project that are executed after the date of this Agreement to include provisions in which the Occupant (i) waives, for the benefit of both Owner and the City, any and all rights of confidentiality which such Occupant may have in respect of sales and use taxes generated from its business at the Project, and (ii) agrees that the City shall have the right to inspect and audit the books and records of such Occupant to confinn the total amount of sales and use taxes generated from the business of such Occupant at the Project. Ifthe City is unable to confinn the amount of sales and use taxes generated from the business of an Occupant, then such Occupant shall be deemed to have generated no sales and use taxes for purposes of calculating the rebate of Incremental Project Sales Tax Receipts pursuant to Section 4(a) above. The City shall use reasonable efforts to maintain the confidentiality ofthe Project Sales Receipts, subject to any laws that may require disclosure thereof. 5. Rebate of Project Beveraee Tax' Receipts. (a) Provided that the Conditions of Eligibility are continuously fulfilled in respect of the Project during the entirety of the Sales Tax Rebate Period (but subject to the provisions of Section 7 and Section 8 below), the City will rebate to Owner, on an annual basis, eighty percent (80%) of the Project Beverage Tax Receipts collected by the City. Such rebate shall be paid to Owner within thirty (30) days after Owner submits to the City the tax summary described in Section 5(b) below; provided, however, that if the City has 833192.13 5 any inquiries concerning such tax summary, the City shall have the right to withhold payment of any rebate in respect of one or more tenants that the City may dispute until the City is provided with such additional infonnation as the City shall reasonably require. (b) On or before March 1 of each year, Owner shall provide to the City a tax summary setting forth the Project Beverage Tax Receipts for the immediately preceding calendar year. Owner hereby waives any and all rights of confidentiality which Owner m~y have in respect of beverage taxes generated from the Project. Without limiting the generality of the preceding sentence, Owner agrees that the City shall have the right to inspect and audit the books and records of Owner to confinn the total amount of beverage taxes attributable to the Project. Owner shall use reasonable efforts to cause all leases of the Project and other contracts with Occupants relating to occupancy ofthe Project that are executed after the date of this Agreement to include provisions in which the Occupant (i) waives, for the benefit of both Owner and the City, any and all rights of confidentiality which such Occupant may have in respect of beverage taxes generated from its business at the Project, and (ii) agrees that the City shall have the right to inspect and audit the books and records of such Occupant to confinn the total amount of beverage taxes generated from the business of such Occupant at the Project. If the City is Unable to confinn the amount of beverage taxes generated from the business of an Occupant, then such Occupant shall be deemed to have generated no beverage taxes for purposes of calculating the rebate of Project Beverage Tax Receipts pursuant to Section Sea) above. The City shall use reasonable efforts to maintain the confidentiality of the Project Beverage Tax Receipts, subject to any laws that may require disclosure thereof. 6. Maximum Incentive. Notwithstanding anything contained herein to the contrary, in no event shall the sum of (a) the cumulative amount of tax abatements granted by the City under this Agreement, (b) the cumulative rebates of sales taxes made by the City under this Agreement, and (c) the cumulative rebates of beverage taxes made by the City under this Agreement, exceed the sum of Thirty Three Million Dollars ($33,000,000). Accordingly, notwithstanding any other provision of this Agreement, if the sum of the amounts described in clauses (a), (b) and (c) of the preceding sentence reaches Thirty Three Million Dollars ($33,000,000) prior to the expiration ofthe Property Tax Abatement Period or the Sales Tax Rebate Period, then as of such date Owner shall not be entitled to any further tax abatements, tax rebates or other tax incentives under this Agreement. 7. Initial Lease-Up Period. Notwithstanding anything contained herein to the contrary, during the Initial Lease-Up Period Owner shall not be denied the tax abatement or the rebate of taxes described in this Agreement solely because of Owner's failure to comply with the Condition for Eligibility Relating to Occupancy; provided, however, that if during the Initial Lease- Up Period Owner executes leases of the Project which will prevent Owner from fulfilling the Condition for Eligibility Relating to Occupancy prior to the expiration of the Initial Lease-Up Period, then, as of the date such circumstance arises, Owner shall not be entitled to any tax abatement or rebate oftaxes described in this Agreement. Nothing contained in this Section 7 shall 833192.13 6 be construed to impair any right or remedy of the City in the event Owner fails to fulfill any Condition for Eligibility other than the Condition for Eligibility Relating to Occupancy. 8. Occurrence of Occupancy Failure. Owner shall give City prompt written notice of the occurrence of an Occupancy Failure. Owner shall use commercially reasonable efforts to cure an Occupancy Failure by executing a new lease ofthe Project with an Eligible Anchor Occupant or otherwise causing the Condition for Eligibility Relating to Occupancy (as well as the other Conditions for Eligibility defined in Section 1 hereof) to again be fulfilled. Notwithstandiñg anything contained herein to the contrary, Owner shall continue to receive the benefits of the tax abatement and tax rebates provided in this Agreement during the period of an Occupancy Failure, provided that the sum of Project Sales Tax Receipts and Project Beverage Tax Receipts are in excess of$900,000 during each calendar year. If during any calendar year the sum of Project Sales Tax Receipts and Project Beverage Tax Receipts are not in excess of $900,000 and an Occupancy Failure has occurred during such calendar year, then Owner shall not be entitled to any of the tax rebates described in this Agreement during such calendar year or any subsequent calendar year. 9. Validity oflncentives. It is understood and expressly agreed by Owner that the City does not warrant or guarantee that the grant of tax abatement or tax rebates as provided for in this Agreement will be upheld as valid, lawful, enforceable or constitutional in the event the statutory authority for same or the City's use thereof is challenged by court action. In the event such court action related to this Agreement is instituted, Owner shall be responsible for defending the parties hereto, this Agreement, and the use oftax abatement and tax rebates hereunder, at Owner's sole cost and expense, including attorneys' fees. The City, however, agrees to cooperate with Owner in such defense. Should such litigation result in the loss oftax abatement or tax rebates as provided herein, Owner shall be solely responsible for the payment of all taxes due, including all taxes which otherwise would have been paid to the City without the benefit of abatement or rebates, without recourse to the City, and without any obligation by the City to reimburse same back to Owner. 10. Default. In the event that (a) any ofthe Conditions for Eligibility are not fulfilled at any time during the term ofthis Agreement (subject to the provisions of Section 7 and Section 8), or (b) Owner allows its ad valorem taxes owed the City to become delinquent (provided that Owner retains its right to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem taxes), or (c) Owner breaches any of the terms and conditions of this Agreement, then Owner shall be in default under this Agreement. In the event of such default, the City shall give Owner written notice of such default, and if Owner has not cured such default within ninety (90) days of said written notice, this Agreement may be terminated by the City, in which event Owner shall no longer have the benefit of any abatement or rebates set forth herein effective as of the date of such termination. Notice shall be given in accordance with Section 19 hereof. It is expressly agreed that, notwithstanding any termination or expiration of this Agreement, the City shall, throughout the period of any applicable statute oflimitations, maintain its rights to audit books and records under Section 4 and Section 5 hereof and to collect any amounts owed to the City due to miscalculations of the tax rebates provided to Owner hereunder. 833192.13 7 11. Filines. It shall be the responsibility of Owner to make any filings with governmental agencies (including specifically, without limitation, the Tarrant Appraisal District) required in order to obtain the benefits ofthis Agreement. Owner shall annually certify to the City that Owner is in compliance with the applicable tenns of the real property tax abatement and tax rebates provided herein, and Owner shall allow reasonable access to the Project by employees and agents of the City for the purpose of inspecting the Project. 12. Assi~nment. Owner shall not have the right to assign its rights or obligations under this Agreement without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed. Without limiting the requirements that the City may impose in connection with an assignment of Owner's rights and obligations under this Agreement, the City may specifically require the following: (a) evidence that the proposed assignment by Owner is being made in connection with a sale ofthe Project to a bona fide third party purchaser (a "New Owner"); (b) written notice of such sale not less than thirty (30) days prior to the consummation thereof; (c) execution and delivery by the New Owner of an instrument, reasonably satisfactory to the City in fonn and substance, whereby the New Owner (i) agrees that it will continue to operate the Project as a retail shopping mall during the remaining tenn of this Agreement, and (ii) assumes the obligations of Owner under this Agreement and agrees to be bound by the provisions of this Agreement during the remaining tenn ofthis Agreement as if such New Owner had been the original Owner hereunder. The assignment by Owner of Owner's rights and obligations under this Agreement without obtaining the prior written consent of the City shall constitute a default by Owner under this Agreement. 13. Indemnitv. It is understood and agreed between the parties that Owner, in performing its obligations hereunder, is acting independently, and the City assumes no responsibility or liability in connection therewith to third parties, and Owner agrees to indemnify and hold hannless the City, its officers, agents and employees, against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other hann for which recovery of damages is sought, suffered by any person or persons that may arise out of or be occasioned by Owner's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Owner, its officers, agents, associates, employees or subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of the City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence ofboth Owner and the City, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws ofthe State of Texas, without, however, waiving any governmental immunity available to the City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit ofthe parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 833192.13 8 14. Term. The term of this Agreement shall expire upon the end of the Sales Tax Rebate Period, unless terminated prior to such time in accordance with the provisions of this Agreement. Any obligations of the parties, as well as any rights and benefits of the parties, which by the express terms of this Agreement or of necessity pertain to a period of time following the termination of this Agreement shall survive termination. 15. Inelieible Uses. In the event that the Project or any portion thereof is used for an Ineligible Use, then Owner will not be entitled to a rebate of sales, use or beverage taxes attributable to the Ineligible Use under this Agreement. Nevertheless, any Occupant participating in an Ineligible Use shall be subject to the rights of the City and waivers of confidentiality set forth in Section 4(b) and Section 5(b) above. 16. Infrastructure Improvements. In connection with its renovation of the Project, Owner will be constructing certain infrastructure improvements required by the City or desired by Owner. Subject to Owner's compliance with all City ordinances and regulations in respect of the construction performed by Owner, the City shall provide a grant to Owner to reimburse Owner for the following amounts to the extent actually incurred by Owner in constructing the specified infrastructure improvements: (a) $2;000,000 towards the costs of constructing drainage and creek improvements, including, without limitation, drainage improvements associated with the Fountain Plaza Area; (b) $750,000 towards the costs of constructing street/signal improvements, including, without limitation, such improvements associated with the Fountain Plaza Area; and (c) $250,000 towards the costs of landscaping abutting the public street adjacent to the Project. Such reimbursement grant shall be made to Owner after completion of the applicable improvements in accordance with the procedure typically used by the City. Owner shall submit to the City such plans, evidence of costs and other documents as may be reasonably required by the City in order to confirm that Owner is entitled to the reimbursement grant which is the subject of this Section 16. 17. Sharin2' of Revenues From Fountain Plaza Area. Until December 31, 2016, Owner will pay to the City, on an annual basis, fifty percent (50%) ofthe gross revenues derived by Owner from the Fountain Plaza Area. For purposes of the preceding sentence, the term "gross revenues" means income of any kind or character derived from the operation of the Fountain Plaza Area, including, without limitation, rentals, concession fees and any other consideration received by Owner for use of the Fountain Plaza Area or any improvement or facility therein (specifically excluding all revenues from the restaurant buildings adjacent to the Fountain Plaza Area). On or before March 1 of each year, Owner shall provide to the City a summary setting forth the gross revenues derived from the Fountain Plaza Area during the immediately preceding calendar year, together with payment to the City of fifty percent (50%) of such amount. The City shall have the right to inspect and audit the books and records of Owner to confirm the amount of gross revenues derived from the Fountain Plaza Area. Each party agrees that, if requested by the other party after the fifth (5th) anniversary date of this Agreement, the parties will discuss the possibility of sharing revenues from the Fountain Plaza Area in an alternative manner (e.g. on a net revenues basis). However, the manner of sharing revenues from the Fountain Plaza Area shall remain as set forth in this Section 17 unless and until each party agrees, in its sole discretion, to an alternative manner of 833192.13 9 i enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 23. Captions. The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. 24. Payment of Expenses. Concurrently with the execution of this Agreement, Owner shall payor reimburse City for all attorneys' fees incurred by City in connection with the preparation and negotiation of this Agreement up to the date of full execution of this Agreement. 25. Entire A~reement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreemeilt of the parties to be attached to and made a part of this Agreement. [This space intentionally left blank] 833192.13 11 &:' t ~ !: EXECUTED to be effective as oflbe rly of a ~, 2000. THE CITY: City of North Richland Hills ¡ff:;& a7cd?J By~ð-~~~ N~:~~ ,T ú~6ß-, Title: ÚT'f ,/Yl~/16e¿ OWNER: North Hills Creek Mall, L.P., a Texas limited partnership By: Fountain Mall, Inc. Its General Partner BY~-ÅÅÅ1L p~ Name: Title: . ~ t:, t)/ 833192.13 12 EXHIBIT A PROPERTY DESCRIPTION Tract 1 (25.2367 acres): Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at a point, said point being the intersection point ofthe southeast corner ofthe said tract recorded in Volume 388-126, Page 89, Tarrant County Plat Records, Tarrant County, Texas, and the east right-of-way line of Cagle Street (50 foot right-of-way); THENCE S 89 deg. 43 min. 20 sec. W, a distance of 10.00 feet to the POINT OF BEGINNING; THENCE S 89 deg. 43 min. 20 sec. W, a distance of30.00 feet to a corner; THENCE N 00 deg. 16 min. 35 sec. W, a distance of 80.00 feet to the point of curvature of a curve to the left having a delta of 40 deg. 00 min. 00 sec., a radius of912. 77 feet and a chord ofN 20 deg. 16 min. 35 sec. W, 624.37 feet; THENCE along said curve, an arc distance of 637.23 feet to the point of compound curvature of a curve to the left having a delta of30 deg. 26 min. 55 sec., a radius of 496.50 feet, and a chord ofN 55 deg. 30 min. 02 sec. W, 260.76 feet; THENCE along said curve, an arc distance of263.85 feet to the point of compound curvature ofa curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 feet, and a chord ofS 64 deg. 16 min. 30 sec. W, 28.28 feet; THENCE along said curve, an arc distance of 31.42 feet to the point of tangency of said curve; THENCE N 70 deg. 43 min. 30 sec. W, a distance of 32.00 feet to a corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of 167.35 feet to a corner; THENCE N 70 deg. 43 min. 30 sec. W, a distance of295.74 feet to a corner; THENCE S 19 deg. 16 min. 30 sec. W, a distance of265.00 feet to a corner; Exhibit A, Page 1 THENCE N 25 deg. 43 min. 30 sec. W, a distance of 4.11 feet to a comer; THENCE N 70 deg. 43 min. 30 sec. W, a distance of218.02 feet to a comer; THENCE S 64 deg. 16 min. 30 sec. W, a distance of85.78 feet to a comer; THENCE S 19 deg. 16 min. 30 sec. W, a distance of 366.56 feet to a comer; THENCE S 64 deg. 11 min. 31 sec. W, a distance of74.93 feet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 84.00 feet to a comer; THENCE S 64 deg. 11 min. 31 sec. W, a distance of 30.00 feet to a comer; THENCE S 24 deg. 15 min. 49 sec. W, a distance of 62.90 feet to a comer; THENCE S 00 deg. 16 min. 40 sec. E, a distance of 32.00 feet to a comer; THENCE N 89 deg. 43 min. 20 sec. E, a distance of 644.80 feet to a comer; THENCE S 00 deg. 19 min. 45 sec. E, a distance of25.00 feet to a comer; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 1138.71 feet to a comer; THENCE S 00 deg. 19 min. 45 sec. E, a distance of 816.74 feet to a comer; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 50.00 feet to a comer; THENCE N 00 deg. 19 min. 45 sec. W, a distance of 816.74 feet to a comer; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 175.94 feet to the point of curvature of a curve to the right having a delta of 38 deg. 27 min. 58 sec., a radius of 300.00 feet, and a chord ofN 71 deg. 02 min 41 sec. W, 197.65 feet; THENCE along said curve, an arc distance of201.41 feet to a point on said curve; THENCE N 00 deg. 19 min. 45 sec. W, a distance of 32.25 feet to the point of curvature of a non- tangent curve to the right having a delta of 47 deg. 13 min. 26 sec., a radius of275.50 feet, and a chord ofN 24 deg. 01 min. 08 sec., W, 220.70 feet; THENCE along said curve, an arc distance of 227.07 feet to the point of tangency of said curve; Exhibit A, Page 2 THENCE N 89 deg. 35 min. 35 sec. E, a distance of260.07 feet to the point of curvature of a curve to the right having a delta of 19 deg. 35 min. 56 sec., a radius of 50.00 feet and a chord of S 80 deg. 36 min. 27 sec. E, 17.02 feet; THENCE along said curve, an arc distance of 17.10 feet to the point of tangency of said curve; THENCE S 70 deg. 48 min. 29 sec. E, a distance of 8.53 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of 69.34 feet to a corner; THENCE S 60 deg. 24 min. 25 sec. E, a distance of 31.75 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of 17.59 feet to a corner; THENCE N 59 deg. 35 min. 35 sec. E, a distance of 31.75 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of9.59 feet to a corner; THENCE N 59 deg. 35 min. 35 sec. E, a distance of31.75 feet to a corner; THENCE S 00 deg. 24 min. 25 sec. E, a distance of 14.99 feet to a corner; THENCE S 60 deg. 24 min. 25 sec. E, a distance of 59.81 feet to a corner; THENCE N 59 deg. 35 min. 35 sec. E, a distance of 52.05 feet to a corner; THENCE S 70 deg. 48 min. 29 sec. E, a distance of73.77 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 416.75 feet to a corner; THENCE N 23 deg. 02 min. 21 sec. E, a distance of 46.1 0 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 67.34 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 31.75 feet to a corner; THENCE N 40 deg. 48 min. 29 sec. W, a distance of 63.51 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 22.92 feet to a corner; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 63.51 feet to a corner; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 33.31 feet to a corner; Exhibit A, Page 3 THENCE N 40 deg. 48 min. 29 sec. W, a distance of63.51 feet to a comer; THENCE S 79 deg. 11 min. 31 sec. W, a distance of31.75 feet to a comer; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 10.39 feet to a comer; THENCE S 79 deg. 11 min. 31 sec. W, a distance of 21.0 1 feet to a comer; THENCE N 40 deg. 48 min. 29 sec. W, a distance of74.25 feet to a comer; THENCE S 79 deg. 11 min. 31 sec. W, a distance of38.99 feet to a comer; THENCE N 20 deg. 02 min. 48 sec. W, a distance of27.44 feet to the point of curvature of a curve to the right having a delta of96 deg. 27 min. 11 sec., a radius of25.00 feet and a chord ofN 28 deg. 10 min. 53 sec. E, 37.29 feet; THENCE along said curve, an arc distance of 42.09 feet to the point of tangency of said curve; THENCE N 76 deg. 24 min. 29 sec. E, a distance of203.06 feet to the point of curvature of a curve to the left having a delta of28 deg. 37 min. 59 sec., a radius of232.00 feet, and a chord ofN62 deg. 05 min. 30 sec. E, 114.74 feet; THENCE along said curve, an arc distance of 115.94 feet to the point of tangency of said curve; THENCE N 47 deg. 46 min. 30 sec. E, a distance of326.36 feet to the point of curvature of a curve to the left having a delta of 14 deg. 45 min. 42 sec., a radius of501.00 feet and a chord ofN 40 deg. 23 min. 39 sec. E, 128.72 feet; THENCE along said curve, an arc distance of 129.08 feet to the point of tangency of said curve; THENCE S 70 deg. 43 min. 30 sec. E, a distance of258.80 feet to a comer; THENCE S 03 deg. 00 min. 09 sec. E, a distance of 151.29 feet to a comer; THENCE S 70 deg. 43 min. 30 sec. E, a distance of 494.93 feet to a comer; THENCE N 19 deg. 16 min. 30 sec. E, a distance of29.74 feet to the point of curvature ofa curve to the left having a delta of 45 deg. 54 min. 23 sec., a radius of 100.00 feet, and a chord ofN 03 deg. 40 min. 41 sec. W, 78.00 feet; THENCE along said curve, an arc distance of 80.12 feet to a point of reverse curvature of a curve to the right having a delta of34 deg. 26 min. 42 sec., a radius of74.00 feet and a chord ofN 09 deg. 24 min. 32 sec. W, 43.82 feet; Exhibit A, Page 4 THENCE along said curve an arc distance of 44.49 feet to the point of tangency of said curve; THENCE S 70 deg. 43 min. 30 sec. E, a distance of 281.82 feet to the point of curvature of a non- tangent curve to the right having a delta of 14 deg. 42 min. 03 sec., a radius of 456.56 feet and a chord of S 11 deg. 55 min. 29 sec. W, 116.82 feet; THENCE along said curve, an arc distance of 117.14 feet to the point of tangency of said curve; THENCE S 19 deg. 16 min. 30 sec. W, a distance of219.90 feet to the point of curvature of a curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 feet and a chord ofS 25 deg. 43 min. 30 sec. E, 28.28 feet; THENCE along said curve, an arc distance of 31.42 feet to a point of reverse curvature of a curve to the right having a delta ono deg. 26 min. 55 sec., a radius of526.50 feet and a chord ofS 55 deg. 30 min. 02 sec. E, 276.52 feet; THENCE along said curve, an arc distance of 279.80 feet to the point of compound curvature of a curve to the right having a delta of 40 deg. 00 min. 00 sec., a radius of942.77 feet and a chord ofS 20 deg. 16 min. 35 sec. E, 644.89 feet; THENCE along said curve, an arc distance of 658.18 feet to the point of tangency of said curve; THENCE S 00 deg. 16 min. 35 sec. E, a distance of 80.00 feet to the POINT OF BEGINNING; and CONTAINING 1,099,309.00 square feet or 25.2367 acres ofland. Tract 2 (14.1092 acres - Saneer Harris) Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being one of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at a point for a comer in the Southeasterly right-of-way line of State Highway 121- A, said point being North 47° 46' 30" East, 1649.62 feet along said line from the intersection of said Line with the Easterly Line of the Texas Electric Service Company right-of-way as recorded in Volume 1947, Page 169 of the Deed Records of Tarrant County; THENCE North 47° 46' 30" East, a distance of372.20 feet to a comer; THENCE North 47° 51' 45" East, a distance of 72.80 feet to the beginning of a curve to the left; Exhibit A, Page 5 , ,l, ~'; i THENCE in a Southeasterly direction along said curve to the left having a radius of 50.0 feet, a central angle of 53 0 07' 48", a chord of length 44.72 feet and bearing South 150 34' 21" East, and an arc length of 46.36 feet to the end of said curve to the left; THENCE South 420 08' 15" East, a distance of 50.0 feet to the beginning of a curve to the right; THENCE in a Southeasterly direction along said curve to the right having a radius of210.0 feet, a central angle of64 029' 29", and an arc length of236.37 feet to the end of said curve to the right añd the beginning of a curve to the left; THENCE in a Southeasterly direction along said curve to the left having a radius of 20.0 feet, a central angle of 790 35' 40", and an arc length of 27.78 feet to the end of said curve to the left and the beginning of a curve to the right; THENCE in a Southeasterly direction along said curve to the right having a radius of 651.0 feet, a central angle of 310 30' 55", and an arc length of 358.08 feet as the end of said curve to the right; THENCE South 250 43' 30" East, a distance of282.04 feet to the beginning of a curve to the right; THENCE in a Southeasterly direction along said curve to the right having a radius of 456.56 feet, a central angle of30° 18' 04", and an arc length of241.45 feet to the end of said curve to the right; THENCE North 70043' 30" West, a distance of281.82 feet to the beginning of a curve to the left; THENCE in a Southeasterly direction along said curve to the left having a radius of 74.0 feet, a central angle of34 0 26' 42", a chord oflength 43.82 feet and bearing South 3024' 32" East, and an arc length of 44.49 feet to the end of said curve to the left and the beginning of a curve to the right; THENCE in a Southeasterly direction along said curve to the right having a radius of 100.0 feet, a central angle of 45 0 54' 23", and an arc length of 80.12 feet to the end of said curve to the right; THENCE South 190 16' 30" West, a distance of29.74 feet to a corner; THENCE North 700 43' 30" West, a distance of 494.93 feet to a corner; THENCE North 30 00' 09" West, a distance of 151.29 feet to a corner; THENCE North 70043' 30" West, a distance of258.80 feet to the beginning ofa curve to the right; THENèE in a Southwesterly direction along said curve to the right having a radius of 501.0 feet, a central angle of14 045' 42", a chord oflength 128.72 feet and bearing South 400 23' 39" West, and an arc length of 129.08 feet to the end of said curve to the right; Exhibit A, Page 6 THENCE South 47° 46' 30" West, a distance of 209.40 feet to a corner; THENCE North 42° 13' 30" West, a distance of219.1O feet to a corner; THENCE North 47° 46' 30" East, a distance of 43.0 feet to a corner; THENCE South 42° 13' 30" East, a distance of 167.10 feet to the beginning ofa curve to the left; THENCE in a Southeasterly direction along said curve to the left having a radius of 20.0 feet, a central angle of 90 ° 00' 00", and an arc length of 31.42 feet to the end of said curve to the left; THENCE North 47 ° 46' 30" East, a distance of 146.40 feet to the beginning of a curve to the left; THENCE in a Northeasterly direction, along said curve to the left having a radius of 469.0 feet, a central angle of21 ° 40' 00", and an arc length of 177.35 feet to the end of said curve to the left; THENCE North 26° 06' 30" East, a distance of315.01 feet to the beginning ofa curve to the right; THENCE in a Northeasterly direction along said curve to the right having a radius of251.0 feet, a central angle of 17 ° 28' 27", and an arc length of 76.55 feet to the end of said curve to the right; THENCE North 42° 13' 30" West, a distance of32.59 feet to the PLACE OF BEGINNING and containing 14.1092 acres. Tract 3 (7.8789 acres - Mervyn's) BEGINNING at a point, said point being the intersection point of the south right-of-way of State Highway 26-A and the southwest corner of the Sanger Harris Site; THENCE S 42 deg. 13 min. 30 sec. E, a distance of219.10 feet to a corner; THENCE S 47 deg. 46 min. 30 sec. W, a distance of116.96 feet to the point of curvature ofa curve to the right having a delta of28 deg. 37 min. 59 sec., a radius of232.00 feet and a chord ofS 62 deg. 05 min. 30 sec. W, 114.74 feet; THENCE along said curve, an arc distance of 115.94 feet to the point of tangency of said curve; THENCE S 76 deg. 24 min. 29 sec. W, a distance of203.06 feet to the point of curvature of a curve to the left having a delta of96 deg. 27 min. 11 sec., a radius of25.00 feet and a chord ofS 28 deg. 10 min. 53 sec. W, 37.29 feet; THENCE along said curve, an arc distance of 42.09 feet to the point of tangency of said curve; Exhibit A, Page 7 THENCE S 20 deg. 02 min. 48 sec. E, a distance of27.44 feet to a comer; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 38.99 feet to a comer; THENCE S 40 deg. 48 min. 29 sec. E, a distance of 74.25 feetto a comer; THENCE E 79 deg. 11 min. 31 sec. E, a distance of21.01 feet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 10.39 feet to a comer; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 31. 75 feet to a comer; THENCE S 40 deg. 48 min. 29 sec. E, a distance of63.51 feet to a comer; THENCE N 19 deg. 11 min. 31 sec. E, a distance of33.31 feet to a comer; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 63.51 feet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 22.92 feet to a comer; THENCE S 40 deg. 48 min. 29 sec. E, a distance of63.51 feet to a comer; THENCE N 79 deg. 11 min. 31 sec. E, a distance of 31.75 feet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 67.34 feet to a comer; THENCE S 23 deg. 02 min. 21 sec. W, a distance of 46.10 feet to a comer; THENCE S 19 deg. 11 min. 31 sec. W, a distance of 416.75 feet to a comer; THENCE N 70 deg. 48 min. 29 sec. W, a distance of 73.77 feet to a comer; THENCE S 59 deg. 35 min. 35 sec. W, a distance of 52.05 feet to a comer; THENCE N 60 deg. 24 min. 25 sec. W, a distance of 59.81 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of 14.99 feet to a comer; THENCE S 59 deg. 35 min. 35 sec. W, a distance of 31.75 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of9.59 feet to a comer; THENCE S 59 deg. 35 min. 35 sec. W, a distance of 31.75 feet to a comer; Exhibit A, Page 8 THENCE N 00 deg. 24 min. 25 sec. W, a distance of 17.59 feet to a comer; THENCE N 60 deg. 24 min. 25 sec. W, a distance of 31.75 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of69.34 feet to a comer; THENCE N 70 deg. 48 min. 29 sec. W, a distance of 8.53 feet to the point of curvature of a curve to the left having a delta of 19 deg. 35 min. 56 sec., a radius of 50.00 feet and a chord ofN 80 dêg. 36 min. 27 sec. W, 17.02 feet; THENCE along said curve, an arc distance of 17.10 feet to the point of tangency of said curve; THENCE S 89 deg. 35 min. 35 sec. W, a distance of260.07 feet to a comer; THENCE N 00 deg. 24 min. 25 sec. W, a distance of 166.18 feet to the point of curvature of a curve to the right having a delta of 48 deg. 10 min. 55 sec., a radius of275.50 feet and a chord ofN 23 deg. 41 min. 03 sec. E, 224.91 feet; THENCE along said curve, an arc distance of231.68 feet to the point of tangency of said curve; THENCE N 47 deg. 46 min. 30 sec. E, a distance of221.23 feet to the point of curvature of a curve to the right having a delta of28 deg. 37 min. 59 sec., a radius of200.50 feet and a chord ofN 62 deg. 05 min. 29 sec. E, 99.16 feet; THENCE along said curve, an arc distance of 100.20 feet to the point of tangency of said curve; THENCE N 76 deg. 24 min. 29 sec. E, a distance of261.23 feet to the point of curvature ofa non- tangent curve to the left having a delta of28 deg. 37 min. 59 sec., a radius of 199.50 feet and a chord ofN 52 deg. 05 min. 29 sec. E, 98.66 feet; THENCE along said curve, an arc distance of99.70 feet to the point oftangency of said curve; THENCE N 48 deg. 18 min. 21 sec. E, a distance of53.96 feet to the point of curvature of a curve to the left having a delta of90 deg. 00 min. 00 sec., a radius of20.00 feet and a chord ofN 02 deg. 46 min. 30 sec. E, 28.28 feet; THENCE along said curve an arc distance of 31.42 feet to the point of tangency of said curve; THENCE N 42 deg. 13 min. 30 sec. W, a distance of 167.10 feet to a comer, said point being in the south right-of-way line of State Highway 26~A; THENCE N 47 deg. 46 min. 30 sec. E, a distance of 43.00 feet to the POINT OF BEGINNING; and Exhibit A, Page 9 CONTAINING 343,206.61 square feet or 7.8789 acres of land. Tract 4 (9.7304 acres - Cox) Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at a point, said point being the intersection point of the north right-of-way line of Glenview Drive (50 foot right-of-way) and the east right-of-way line of Frawley Drive (50 foot right- of-way); THENCE N 00 deg. 19 min. 15 sec. W, a distance of 841.73 feet to the POINT OF BEGINNING; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 644.80 feet to a comer; THENCE N 00 deg. 16 min. 40 sec. W, a distance of32.00 feet to a corner; THENCE N 24 deg. 15 min. 49 sec. E, a distance of62.90 feet to a corner; THENCE N 64 deg. 11 min. 31 sec. E, a distance of 30.00 feet to a corner; THENCE N 19 deg. 11 min. 31 sec. E, a distance of 84.00 feet to a corner; THENCE N 64 deg. 11 min. 31 sec. E, a distance of74.93 feet to a corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of 366.56 feet to a corner; THENCE N 64 deg. 16 min. 30 sec. E, a distance of 85.78 feet to a corner; THENCE S 70 deg. 43 min. 30 sec. E, a distance of218.02 feet to a comer; THENCE S 25 deg. 43 min. 30 sec. E, a distance of 4.11 feet to a corner; THENCE N 19 deg. 16 min. 30 sec. E, a distance of265.00 feet to a comer; THENCE S 70 deg. 43 min. 30 sec. E, a distance of295.74 feet to a corner; THENCE S 19 deg. 16 min. 30 sec. W, a distance of 167.35 feet to a comer; THENCE S 70 deg. 43 min. 30 sec. E, a distance of 32.00 feet to a corner; Exhibit A, Page 10 THENCE S 19 deg. 16 min. 30 sec. W, a distance of 468.05 feet to the point of curvature of a curve to the right having a delta of70 deg. 26 min. 50 sec., a radius of90.95 and a chord ofS 54 deg. 29 min. 55 sec. W, 104.91 feet; THENCE along said curve, an arc distance of 111.83 feet to the point of tangency of said curve; THENCE S 89 deg. 43 min. 20 sec. W, a distance of 10.53 feet to the POINT OF BEGINNING; CONTAINING 423,855.90 square feet or 9.7304 acres ofland. Tract 5 (9.5223 acres - Residuall) Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: BEGINNING at a point, said point being the intersection point of the southeast comer of the Calloway Fann Addition, and the east right-of-way line of Cagle St. (50' R.O.W.); THENCE S 890 43' 20" W, a distance of 10.00 feet to a point for comer; THENCE N 000 16' 35" W, a distance of 80.00 feet to a point of curvature; THENCE along a curve to the left, said curve having a central angle of 400 00' 00", a radius of 942.77 feet, and an arc length of658.18 feet to a point of compound curvature; THENCE along a curve to the left, said curve having a central angle of 300 26' 55", a radius of 526.50 feet, and an arc length of 279.80 feet to a point of reverse curvature; THENCE along a curve to the right, said curve having a central angle of 900 00' 00", a radius of 20.00 feet, and an arc length of 31.42 feet to a point of tangency; THENCE N 190 16' 30" E, a distance of219.90 feet to a point of curvature. THENCE along a curve to the left, said curve having a central angle of 450 00' 00", a radius of 456.56 feet, and an arc length of 358.58 feet to a point of tangency; THENCE N 250 43' 30" W, a distance of282.04 feet to a point of curvature; THENCE along a curve to the left, said curve having a central angle of 31 0 30' 55", a radius of 651.00 feet, and an arc length of 358.08 feet to a point of reverse curvature; Exhibit A, Page 11 THENCE along a curve to the right, said curve having a central angle of 79° 35' 40", a radius of 20.00 feet, and an arc length of27.78 feet to a point of reverse curvature; THENCE along a curve to the left, said curve having a central angle of 64 ° 29' 29", a radius of 210.00 feet, and an arc length of 236.37 feet to a point oftangency; THENCE N 42 ° 08' IS" W, a distance of 50.00 feet to a point of curvature; THENCE along a curve to the right, said curve having a central angle of 53 ° 07' 48", a radius of 50.00 feet and an arc distance of 46.36 feet to a point for comer; THENCE N 47° 51' 45" E, a distance of 235.00 feet to a point for comer; THENCE S 42° 08' IS" E, a distance of 160.00 feet to a point of curvature; THENCE along a curve to the right, said curve having a central angle of 45 ° 00' 00", a radius of 429.00 feet, and an arc length of 336.94 feet to a point of tangency; THENCE S 02° 51' 45" W, a distance of218.31 feet to a point of curvature; THENCE along a curve to the left, said curve having a central angle of 40° 52' 00", a radius of 571.00 feet, and an arc length of 407.27 feet to a point of tangency; THENCE S 38° 00' IS" E, a distance of 590.45 feet to a point for comer; THENCE S 00° 16' 35" E, a distance of934.15 feet to the POINT OF BEGINNING; and containing 9.5223 acres ofland. Tract 6 (9.3422 acres - Residual 2) Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Fann Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at the intersection point ofthe southeast comer ofthe Calloway Fann Addition and the east right-of-way line of Cagle Street (50' R.O.W.); THENCE South 89° 43' 20" West, a distance of 40.00 feet to the POINT OF BEGINNING; THENCE South 89° 43' 20"West, a distance of 10.00 feet to a point for comer, said point being in the west line of Cagle Street; Exhibit A, Page 12 THENCE North 00 ° 16' 35" West, a distance of 0.11 feet to a point for comer; THENCE South 89° 43' 20" West, a distance of 695.86 feet to a point for comer, said point being in the east line of Frawley Drive (50' R.O.W.) dedicated by deed as recorded in Volume 4423 Page 602 of the Deed Records of Tarrant County, Texas; THENCE North 00° 19' 45" West, a distance of301.62 feet to a point for comer; THENCE North 89° 43' 20" East, a distance of 10.53 feet to a point of curvature to the left, said curve having a central angle of 70 ° 26' 50", a radius of90.95 feet and a chord bearing North 54 ° 29' 55" East, 104.91 feet; THENCE along said curve to the right an arc distance of 111.83 feet to a point of tangency; THENCE North 19 ° 16' 30" East, a distance of 468.05 feet to a point of curvature to the right, said curve having a central angle of 90° 00' 00", a radius of20.00 feet and a chord bearing North 64 ° 16' 30" East, 28.28 feet; THENCE along said curve to the right an arc distance of 31.42 feet to a point of curvature to the right, said curve having a central angle of 30° 26' 55", a radius of 496.50 feet and a chord bearing South 55° 30' 02" East, 260.76 feet; THENCE along said curve to the right an arc distance of263.86 feet to a point of a compound curve to the right, said curve having a central angle of 40° 00' 00", a radius of912.77 feet and a chord bearing South 20° 16' 35" East, 624.37 feet; THENCE along the curve to the right an arc distance of 637.23 feet to a point of tangency; THENCE South 00° 16' 35" East, a distance of 80.00 feet to the POINT OF BEGINNING; and containing 406,944.32 square feet or 9.3422 acres of land. Tract 7 (6.4365 acres - Residual 4) Being a tract ofland out ofthe W.W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Farm Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at a point; said point being the intersection of the north right-of-way line of Glenview Drive (50 foot R.O.W.) with the east right-of-way line of Ruth Street (a 50 foot private drive), said point being the southwest comer of Saint John the Apostle Catholic Church tract; Exhibit A, Page 13 THENCE North 00° 19' 45" West, a distance of399.22 feet to the POINT OF BEGINNING; THENCE North 00° 19' 45" West, a distance of 417.52 feet to a point for comer; THENCE North 89° 43' 20" East, a distance of671.52 feet to a point for comer; THENCE South 00° 19' 45" East, a distance of 417.52 feet to a point for comer; THENCE South 89° 43' 20" West, a distance of671.52 feet to the POINT OF BEGINNING; and containing 280,373.03 square feet or 6.4365 acres ofland. Tract 8 (4.8652 acres - Residual 5) Being a tract ofland out ofthe W. W. WALLACE SURVEY, ABSTRACT NO. 1606, and being out of the Calloway Farm Addition, 3rd Filing, an Addition to the City of North Richland Hills, Texas filed in Volume 388-126, Page 89-89A, Tarrant County Plat Records and being more particularly described as follows: COMMENCING at a point, said point being the intersection of the north right-of-way line of Glenview Drive (50 foot R.O.W.) with the west right-of-way line of Ruth Street (a 50 footprivate drive), said point being the southeast comer of the Richland Hills Methodist Church tract; THENCE N 00° 19' 45" W, a distance of399.22 feet to the POINT OF BEGINNING; THENCE S 89° 43' 20" W, a distance of 479.70 feet to a point for comer; THENCE N 00° 24' 25" W, along the east line of the TESCO R.O.W., as recorded in Volume 1947, Page 169, Deed Records of Tarrant County, a distance of 482.63 feet; THENCE N 89° 43' 20" E, a distance of 117.86 feet to a point for comer; THENCE along a curve to the left, said curve having a central angle of 38° 27' 58", a radius of 300.00 feet, and an arc length of201.41 feet to a point oftangency; THENCE N 89° 43' 20" E, a distance of 175.94 feet to a point for comer; THENCE S 00 ° 19' 45" E, a distance of 417 .52 feet to the POINT OF BEGINNING; and containing 211, 926.79 square feet or 4.8652 acres ofland. Exhibit A, Page 14 NORTH HILLS CREEK MALL, L.P. APPLICATION FOR TAX ABATEMENT FEASIBILITY STUDY AND RECOMMENDATION NORTH RICHLAND HILLS ECONOMIC DEVELOPMENT DEPARTMENT NOVEMBER 2001 1 The adopted Guidelines and Criteria for granting tax abatement in the City of North Richland Hills require staff to perform a Feasibility Study setting out the impact of the proposed reinvestment zone and tax abatement. QUALIFICATIONS TO APPLY North Hills Creek Mall, L.P. qualifies to apply for tax abatement as a regional retail and entertainment! tourism facility. A reg'ional retail facility is defined as "buildings and structures, including fixed machinery and equipment, used or to be used as a place of business for selling goods and services of a particular manufacturer or wholesaler. A regional entertainment/ tourism facility is defined as "buildings and structures, including fixed machinery and equipment, used or to be used to provide entertainment andlor tourism related services, from which a majority of revenues generated by activity at the facility are derived from outside North Richland Hills. North Hills Creek Mall, L.P. is redeveloping and modernizing North Hills Mall into a family entertainment complex.. Currently, North Hills Mall is 580,000 square feet. There are plans to expand North Hills Mall an additional 200,000 square feet. Mervyn's is the only remaining anchor at North Hills Mall. New anchors will be retail and entertainment based and include a 70,000 square foot Eisenberg's Skate Park. As defined in the Guidelines and Criteria, "modernization" means the upgrading of existing facilities which increased the productive input or output, updates the technology or substantially lowers the unit cost of operation. Modernization may result from the construction, alternation, or installation of buildings, structures, fixed machinery or equipment. It shall not be for the purposes of reconditioning, refurbishing, or repairing. "Expansion" means the addition of buildings, structures, fixed machinery or equipment for purposes of increasing production capacity . IMPROVEMENTS The proposed modernization is located at 7624 Grapevine Highway, on 87.1214 acres one block south of the intersection of N.E. Loop 820 and Grapevine Highway. Modernization plans include renovating North Hills Mall to an indoorloutdoor Mall and 200,000 square feet of additional space for more entertainment venues, retail, and restaurants. Improvements include a NHL-sized ice skating rink with an expanded food court and 16-screen theater with stadium seating. A Fountain Plaza Area will be constructed that contains a 400-foot wide fountain lake with an area of at least two (2) acres, a Hghted fountain, an amphitheater with seating for at least 500 people, common areas, more retail and associated amenities. 2 Existing retail space will also be renovated to match the look and style of the new space. Dave and Busters and Old San Francisco Steak House have announced they will be locating at North Hills Mall. North Hills Creek Mall, L.P. is working with several lenders to finance the project. Mall officials expect a lender to close on the project at the beginning of the new year. The City should receive plans for the Mall Expansion approximately six months from the closing date. Mall officials anticipate the Fountain Plaza Area will undergo construction before the interior Mall with the exception of the ice-rink where the former Stripling and Cox department store was located, which will also be under construction. Another exception is the 70,000 square foot Eisenberg's Skatepark, which the City could receive plans in as little time as thirty days. The Mall wants to have Eisenberg's Skatepark open and running by the end of the Summer 2002. Construction start: Anticipated Completion: Real Property Improvements: Spring 2002 Winter 2003 $66,000,000 APPLICATION GUIDELINES/ ECONOMIC QUALIFICATIONS An applicant must submit the Application for Tax Abatement prior to the commencement of construction. North Hills Creek Mall, L.P.'s application would qualify as it was received on November 8, 2001. For a regional retail and entertainment/tourism facility, an applicant must invest not less than five million ($5,000,000) in the facility (including both eligible and ineligible property) within three years from the commencement of construction. North Hills Creek Mall, L.P.'s application would qualify as they expect to invest $66 million on the expansion of North Hills Mall. An applicant must create andlor retain not less than 10 jobs associated with the production of goods and services at the authorized facility. North Hills Creek Mall, L.P. would qualify as they anticipate an employment increase of 321 new jobs (43% which would be full-time) upon completion of these improvements. APPLICATION REVIEW The City received North Hills Creek Mall, L.P.'s application on November 8, 2001. The application is attached for review purposes. The applicant is asking for a property tax abatement on the improvements to North Hills Mall, which is the incremental taxable value of the real property. 3 The "incremental taxable value" means, with respect to any particular calendar year, the excess of (a) the value of the real property included in the Project as shown on the tax rolls of the Tarrant Appraisal District on January 1 of such calendar year, finally determined by the Tarrant Appraisal District, over (b) the fair market value of the real property included in the Project as shown on the tax rolls of the Tarrant Appraisal District as of the 2001 tax year. All requirements to make application for tax abatement have been met. Included are: a. Written Description of Project b. Statement of Improvements c. Map of Area d. Time Schedule Information e. Financial Information ECONOMIC EFFECT · The creation of 321 jobs in the service industry, 43% which are Full-time. · An estimated $5 million (of direct impact) in payroll. · A $66 million increase in the City's real and personal property values, helping strengthen North Richland Hills' economic base. · An increase in tax revenues will allow additional money to further public purposes. · A positive impact on business and commerce redevelopment efforts along South Grapevine Highway. TAX IMPACT Our guidelines for tax abatement allow for a 500% reduction in property taxes on the improvements only and the duration of the agreement shall not exceed 10 years or one-half the economic life of the eligible property. Based on our existing tax rate of .57 cents, abatement on the increased value of $66 million would abate $1,881,000 taxes over the life of the contract. It should also be noted that taxes would not be abated on: 1) The existing structures owned by North Hills Creek Mall, L.P. 2) Land Value 3) Personal Property FUTURE GROWTH North Hills Mall and surrounding retail have been substantially impacted by development in neighboring cities. Repositioning the mall from a retail 4 concept only to an indoorloutdoor entertainment complex with retail tenants will make the property viable for the future so it can once again reach full-occupancy and positively impact the surrounding properties and community . RECOMMENDATION After a comprehensive review of this application, the Economic Development Department recommends that the Application for Tax Abatement submitted by North Hills Creek Mall, L.P. is approved. Respectfully submitted, John Pitstick 5 Nov-OS-Ol 11:SSA NRH Economic Development 817 427 6099 P.OS CITY OF NORTH RICHLAND HILLS APPLICATION FOR TAX ABATEMENT Filing Instructions This application must be filed prior to the commencement of ronstructior. or the installation of equipment associated with the project for which the abatement is being sought. This filing acknowledges that the applicant has read and understands the "Guidelines and Criteria for Granting Tax Abatement in a Reinvestment Zone in the City of North Richland Hills", approved by the City Council on March 24, 1997. Furthermore, the applicant agrees to compíy with all requirements stated in the "Guidelines". This application will become a part of any tax abatement agreement or contract executed between the applicant and the City of North Richland Hills, and knowingly false representations therein will be grounds for voiding such agreement or contract. An original and two copies of this application and attachments should be submitted to: Director of Economic Development City of North Richland Hills P.O. Sox 820609 North Richland Hills. Texas 76182-0609 Applicant Infonnation Company Name: NORTH HIT.T,S CREEK MALL L. P. DBA NORTH HILLS MALL Address: 7624 GRAPEVINE HWY NORTH RICHLAND HI~LS. TX 76180 Phone Number: (R17) 2ó8-,)489 Contact Person: BURK COLLINS Contact Person's Title: GENERAL PARTNER Type of Business: Corporation X Partnership - Sole Proprietorship ~ . " "," Nov-OS-Ol 11:S6A NRH Economic Development 817 427 6099 P.06 Primary Activity (Goods/Service Produced): RETAIT. SHOPPING MALL Annual Sales at Time of Application: $38,000,000 (ESTIMATED) Number of Permanent, FuJI-time Employees at Time of Application: 162 Number of Permanent, Part-time Employees at Time of Applica:¡on: 217 Projeçt Inforrn::uion _ Manufacturing Research :- Regional Ser.¡ice* = Other Basic Industry n Agriculture/Aquaculture" o Regional Distribution'" U Regional Enter-ainmentITourism" ~ REGIONAL RETAIL FACILITY Applicant must provide evidence that a majority of the revenues generated by this facility are from sources outside of Tarrant County. *Note: Type of Improvements: l!J New Plant [i] Modernization ŒJ Expansjon Project Location (Address and Legal Description): Estimated Total Value of Improvements: $66,000,000 * Anticipated Date Construction Will Begin: SUMMER 2002 Anticipated Date Construction will be Completed: SUMMER 2004 Anticipated Peak Construction Work Force: UNKNOWN Total New Permanent Employment: Total Jobs Retained (if modernization): 700- 900 379 .. "Note Applicant must provide evidence that the company would reduce or cease operations within the City of North Richland Hills, if not for the proposed modernization. * NEW CONSTRUCTION AND RENOVATION ONLY , Nov-OS-Ol 11:S6A NRH Economic Development 817 427 6099 P.Oì Public Service Requirements and School {1lstrict Impacts Volume of Treated Water Required (Gallons· Per Day): Volume of Effluent to be Treated (Gallons Per Day): 15,000 ± 9,000.± Number of Families to be Transferred to New Faci1ity: UNKNOWN Estimated Number of Children of School Age (K-12) In Transferred Families: UNKNOWN Other Abatement Agreement Ap,pHcations Has the applicant made application for abatement of the value of real property improvements associated with this project to any other taxing jurisdiction or county? DYes [K] No If yes, please provide the following information on each pending application: Name of Jurisdiction Date of Application Date of Public Hearings (if required) Action Taken by Jurisdiction (if any) Variance Does approval of this application by the City Council of North Richland Hills require a variance from the -Guidelines and Criteria-, adopted by the City Council on March 24, 1997? [J Yes [X] No If yes, applicant must provide a complete description of the circumstances explaining why the applicant should be granted a variance. Approval of a request for variance requires a three-fourth (3/4) vote of the governing body. Attachments All applications must contain the following attachments. The City Council may not review an application until the requested information has been provided. A. A written description of the proposed use and the general nature and extent of the modemization, expansion or new improvements to be undertaken. ~ , :s: Nov-OS-Ol 11:56A NRH Econom;c Development 817 427 6099 p _ O~ B. C. A description (including estimated value) of each improvement that will be p'art of the facili~.. " .. . A map of the facIlity location and property description (Including current cwnership ). A time schedule for undertaking and completing the planned imp rovements. Financial information (annual reports or tax returns) for the most recent two years of operations fer which such information is available. D. E. Assurance~ I do hereby certify: (1) the information provided above is, to the best of my knowledge, complete and accurate. (2) that I have received and read a copy of the "Guidelines and Criteria for Granting Tax Abatement in Reinvestment Zones in the City of North Richiand Hills", dated March 24, 1997, and that I understand the conditions and terms under which a tax abatement agreement may be executed. (3) that employees andior designated representatives of the City shall have access to the facility during the period of the abatement agreement to determine if the company is in company is in compliance with the terms and conditions of the agreement, as provided in Section 7(b) of the "Guidelines and Criteria", referenced above. (4) I understand that failure to comply with the terms and conditions of the abatement agreement may result in the recapture by the City of any and all taxes previously abated by virtue of the agreement. (5) I understand that participation in an abatement agreement does not remove any oblfgation to satisfy ail codes and ordinances iss~ed by the City or any other affected taxing jurisdiction that may be ir. effect and applicable at the time this project is implemented. ß..hUQ. {jlW /1 /t~1 ~ture of Authorized Officer Date BURK CQT.T.INS Name of Officer (Type or Print) GF"N'FRAT pAR1'NFR Title (Type or Print) " North Hills Mall OVERVIEW AND STRATEGIC PLAN North Hills Creek Mall, Ltd. (UNHCM") has recognized a significant opportunity for adding value as an active owner with the above-referenced property. As the original operating agreement with the anchors began to near expiration, the previous owners devised a strategy to allow for maximum flexibility in repositioning the mall through a revised tenant mix. For the past three years, the mall managers had been instructed not to issue any new leases over one year in length. The implementation of this policy has created a significant number of short-term tenants (approximately 50% of total space). As their leases have expired over the past two to three years, the management has re-Ieased on a month-to-month or short-term basis only. This demand for flexibility in the tenant mix has resulted in decreasing rental rates and, therefore, steadily decreasing NOI as seen in the attached historical operating results. The vast majority of these short-term tenants, however, have indicated a willingness to commit to new long-term leases at current market rates. The project is perfectly positioned, therefore, for NHCM's role as an active owner with a phased expansion and re-positioning plan. The first phase of NHCM's role as an active owner is complete. The mall property was purchased in November of 1999 and plans begun for a combined entertainment and retail shopping based expansion and upgrade of current facilities. A new leasing executive was hired to implement an aggressive, upbeat leasing policy and approach quality tenants who would complement the mall's changed focus and provide a regional retail shopping/entertainment destination. This same energy was applied to the redesign of the existing space and creation of an architectural plan for the proposed expansion. The newly redesigned mall will be renamed Fountain Hills Mall. That conceptual plan is now complete and has met with approval and enthusiasm from prospective tenants, local government and the public. Contracts have been negotiated with Stripling & Cox for the purchase of their former anchor site and with May Co. for the acquisition " September 7, 2001 Overview & Strategic Plan North Hills Mall of the vacant parcels they own around the perimeter of the mall. Agreements have been made with Cinemark, Dave and Busters, Barnes and Noble, Times Square, Eisenbergs Skatepark, Ice America, Old San Francisco Steak House, Burlington Coat Factory, a master lease for the new food court, and other national, regional and local quality tenants. The City of North Richland Hills has given its enthusiastic approval of NHCM's plans. And the city has agreed to actively participate through the sharing of tax revenues of $36,000,000 generated by the expansion of the mall in order to offset some of the costs. NHCM is therefore now ready to begin Phase II of the business plan. Phase II is the actual creation of the new space and repositioning of the mall. The Stripling & Cox building will be transformed into an NHL regulation size ice rink with surrounding specialty retail space and a new food court. As news of our plans has spread, the leasing office has been besieged with requests from local clubs to reserve ice time before construction of the rink has even begun. A master lease proposal has been received for the food court and tenants are being considered for every retail space. A lease has been finalized with Ice America for an NHL regulation sized ice rink. The hallmark of the mall will be located on the currently unoccupied May Co. land. This area will be transformed into a 3-acre lake with a central fountain rising 200 feet, and accented with laser lights along with the Waltzing Water Works(tm) around the fountain. The lakeside plaza will boast a 16 screen, 82,000 square foot Cinemark Theatre and a 55,000 square foot Times Square restaurant and entertainment complex. A stand alone restaurant pad of 8,000 square feet, and specialty retail building of 16,000 square feet, complete the plaza. Leading from the plaza to the mall, is a new arcade with 20,920 square feet of retail space and 2 restaurant locations totaling 24,000 square feet.' The expansion totals 134,055 feet of new retail space, including a 45,000 square foot Dave & Busters on the entry side of the mall along with a 25,000 square foot new major tenant, 87,000 square feet of additional dining and entertainment, .... September 7, 2001 2 Overview & Strategic Plan . . North Hills Mall interior food court, as well as additional parking to support the new space. A phase III expansion to add a new anchor and 35,000 square feet of in-line shops is being considered as the final step in the mali's transformation into a regional entertainment destination. SUMMARY By actively managing and repositioning the mall and including the full participation of the city of North Richland Hills, an NOI of over $15.3 million dollars will be achieved. The following renderings will show the final designs and looks of the mall. 1. Elevation, as if you are on the freeway looking at the finished mall 2. Site Plan after expansion 3. A look at one of over 200 different designs of Water Works around the fountain 4. The main entrance off Grapevine Highway 26 , September 7, 2001 3 Overview & Strategic Plan