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Contract 27004
CITY CONTRgC7. ARY No. STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Mike Groomer, its duly authorized Assistant City Manager, and MEACHAM RAIL 191 LIMITED PARTNERSHIP, a Texas limited partnership ("Owner"), acting by and through Michael E. Rader, an individual and Owner's general partner. The City Council of the City of Fort Worth ("City Council")hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. On February 29, 2000, the City Council adopted Resolution No. 2617, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy Statement"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes. B. The Policy Statement contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). C. On August 9, 2001, the Fort Worth City Council adopted Ordinance No. 14737 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 38, City of Fort Worth, Texas (the"Zone"). D. Owner owns certain real property located entirely within the Zone and that is more particularly described in Exhibit `B", attached hereto and hereby made a part of this Agreement for all purposes(the"Premises"). E. Owner or its assigns plan to construct the Required Improvements, as defined in Section 1.1 of this Agreement, on the Premises for the operation of a manufacturing, processing and packaging distribution facility(the"Project"). F. On July 11, 2001 Owner submitted an application for tax abatement to the City concerning the contemplated use of the Premises (the "Application"), attached hereto as Exhibit "C"and hereby made a part of this Agreement for all purposes. °'11 Page 1 of 13 G. The City Council finds that the contemplated use of the Premises, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the Policy Statement, the Ordinance and other applicable laws, ordinances, rules and regulations. H. The City Council finds that the terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the Policy Statement. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract,covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements. Owner shall construct, or cause to be constructed, on and within the Premises certain improvements consisting of a manufacturing, processing and packaging distribution facility (i) of at least 420,000 square feet in size and (ii) having a minimum construction cost upon completion of $12,000,000, including site development costs (collectively, the "Required Improvements"). The kind, number and location of the Required Improvements are more particularly described in Exhibit "C". Minor variations in the Required Improvements from the description provided in the Application for Tax Abatement shall not constitute an Event of Default, as defined in Section 4.1, provided that the conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"C". 1.2. Completion Date of Required Improvements. Owner covenants to substantially complete construction of all of the Required Improvements on or before May 1, 2002, unless delayed because of force majeure, in which case the May 1, 2002 date shall be extended by the number of days comprising the specific force majeure. For purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots and material or labor restrictions,but shall not include construction delays caused due to purely financial matters, such as, without limitation, delays in the obtaining of adequate financing. Page 2 of 13o �' ' W ��� 1.3. Tangible Personal Property on Premises. Owner covenants that at all times during the Term, as defined in Section 2.5, that Owner shall locate or cause to be located on the Premises new tangible personal property, excluding inventory and supplies,having an estimated original cost of at least$2,200,000. 1.4. Use of Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be used in accordance with the description of the Project set forth in Exhibit "C". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 1.5. Employment on Premises. Owner covenants that at least eighty-four (84) new Full-time Jobs shall be provided on the Premises at all times during the Compliance Auditing Term, as defined in Section 2.5 of this Agreement. For purposes of this Agreement, "Full-time Jobs" shall mean jobs filled by one (1) individual for a period of not less than forty (40) hours per week. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City hereby grants to Owner a real and personal property tax abatement on the Premises, the Required Improvements, and the business personal property located thereon, excluding inventory and supplies, as specifically provided in this Section 2 ("Abatement"). 2.1. Amount of Abatement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Premises, the Required Improvements, and the business personal property located thereon, excluding inventory and supplies, over their values on January 1, 2001, the year in which this Agreement was entered into, and certain employment and contracting guidelines set forth in this Section 2. Subject to Section 2.3 of this Agreement, the Abatement may range up to a maximum of ninety percent (90%) of the increased value annually and shall be calculated as follows: 2.1.1. Abatement Based on Construction Expenditures (25%). Owner shall receive a twenty-five percent (25%) Abatement if Owner spends (i) at least twenty-five percent (25%) of the total c n �G,11� Page 3 of 13U,�V��➢ p . Required Improvements (including, but not limited to, site development costs) with contractors that are Fort Worth Companies, as defined in Exhibit "A", and (ii) at least ten percent (10%) of the total construction costs of the Required Improvements (including, but not limited to, site development costs) with M/WBE certified contractors. Terms and requirements relating to the location and certification of a given contractor are defined and explained in Exhibit "A". Dollars spent with M/WBE certified contractors that are Fort Worth Companies will be calculated at 1.5 times their face value (so that if, for example, Owner spends $1,000 with an M/WBE certified contractor that is also a Fort Worth Company, Owner shall be deemed to have spent $1,500 with such contractor for purposes of determining whether Owner has met its ten percent (10%) M/WBE requirement under this Agreement). Upon Owner's written request, the City will advise Owner as to whether any given contractor is a Fort Worth Company for purposes of this Section 2.1.1. Determination of compliance with the construction spending requirements of this Section 2.1.1 shall be based on spending during the period of time prior to and including May 1, 2002. The maximum percentage of Abatement available to Owner under this Section 2.1.1 is twenty-five percent (25%). Owner shall not be eligible for any of the twenty-five percent (25%) Abatement under this Section 2.1.1 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) in the paragraph above. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. In addition, if the total construction costs of the Required Improvements are less than as provided in Section 1.1 of this Agreement, not only will Owner be.ineligible to receive the twenty-five percent (25%) Abatement under this Section 2.1.1, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Employment Commitments (30%). . Owner shall receive a thirty percent (30%) Abatement if at least fifty percent (50%) of all Full-time Jobs on the Premises, regardless of the total number of Full-time Jobs offered on the Premises, are held by individuals residing within the Central City. For purposes of this Agreement, "Central City" shall be defined as the area of the corporate limits of the City within Loop 820 and in any CDBG-eligible block in the corporate limits of the City outside Loop 820. Determination of compliance with the employment requirements of this Section 2.1.2 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.5. The maximum percentage of Abatement available to Owner under this Section 2.1.2 is thirty percent (30%). Owner shall not be eligible for any of the thirty percent (30%) Abatement under this Section 2.1.2 unless Owner meets the minimum requirements set forth in the paragraph above. In addition, if the total number of Full-time Jobs offered on the Premises is less than eighty-four (84), not only will Page 4 of 13 � L Owner be ineligible to receive the thirty percent (30%) Abatement under this Section 2.1.2, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.3. Abatement Based on Additional Central City Employment Commitments (Up to 15%). If more than fifty percent (50%) of all Full-time Jobs on the Premises, regardless of the total number of Full-time Jobs offered on the Premises, are held by individuals residing within the Central City, Owner shall receive an additional one percent (1%) Abatement for each Central City resident employed in a Full- time Job on the Premises beyond those accounting for the fifty percent (50%) commitment, up to a maximum additional Abatement of fifteen percent (15%). Determination of compliance with the employment incentives of this Section 2.1.3 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.5. 2.1.4. Abatement Based on Supply and Service Expenditures (20%). Owner shall receive a twenty percent (20%) Abatement if Owner spends (i) at least twenty-five percent (25%) of its total local discretionary funds for supply and service contracts entered into in connection with the operation of the Required Improvements with vendors that are Fort Worth Companies, as defined in Exhibit "A", and (ii) at least fifteen percent (15%) of its total local discretionary funds for supply and service contracts entered into in connection with the operation of the Required Improvements with Ntl"E certified vendors. Dollars spent with M/WBE certified vendors that are Fort Worth Companies will be calculated at 1.5 times their face value (so that if, for example, Owner spends $1,000 with an Nt WBE certified vendor that is a Fort Worth Company, Owner shall be deemed to have spent $1,500 with such vendor for purposes of determining whether Owner has met its fifteen percent (15%) M/WBE requirement under this Agreement). Determination of compliance with the requirements of this Section 2.1.4 for local discretionary spending for supply and service contracts shall be based on spending for the entire calendar year. The maximum percentage of Abatement available to Owner under this Section 2.1.4 is twenty percent (20%). Owner shall not be eligible for any of the twenty percent (20%) Abatement under this Section 2.1.4 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) in the paragraph above. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. pp��' 0QD °:UIT'IC r� Page 5 of 13 2.2. Effect of Failure to Meet Section 2.1 Commitments. Except where specifically identified as an Event of Default, the failure to meet any or all of the numerical commitments for construction spending, employment on the Premises and supply and service vendor contract spending as set forth in Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 shall result only in the reduction of the percentage of Abatement available to Owner for a given year and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based on the increase in value of the Premises, including the Required Improvements, up to a maximum of ninety percent(90%) of$18,000,000 and the increase in value of tangible personal property, excluding inventory and supplies, located on the Premises up to a maximum of ninety percent (90%) of $3,300,000. In other words, by way of example only, if the increase in value of the Premises, including the Required Improvements, in a given year is $20,000,000, Owner's Abatement for that tax year shall be capped and calculated as if the increase in value of the Premises for that year had only been$18,000,000. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.5. Terms. January 1 of the year following the year in which a final certificate of occupancy is issued for the Required Improvements will constitute the start of auditing for compliance of this Agreement ("Compliance Auditing Term"). Taxes will not be abated during the first year of the Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin on January 1 of the year following the year that the Compliance Auditing Term begins (the "Abatement Beginning Date"). Unless sooner terminated as herein provided, the Term and the Compliance Auditing Term shall end on the December 31st immediately preceding their respective tenth (10th) anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. 2.6. Abatement Application Fee. The City acknowledges receipt from Owner of the required Application fee of one percent(1%)of Project's estimated cost,not to exceed$15,000. If Owner diligently begins or causes to begin construction of the Required Improvements on the Premises within one (1) year from the date of the Application (whether or not Owner actually receives any Page 6 of 13 �v� � CrE'11--PERvl',�Y Abatement), this Application fee shall be creditable in full to the benefit of Owner against any permit, impact, inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Owner. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Premises. Between the execution date of this Agreement and the last day of the Term, at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Premises in order for the City to inspect the Premises and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. The City shall have the right to audit the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and the to calculate the correct percentage of Abatement available to Owner. Owner shall make all Records available to the City on the Premises or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Provision of Information. On or before February 1 following the end every year during the Compliance Auditing Tenn, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include, but not be limited to, the following: 3.3.1. The total number of Owner's employees who worked on the Premises in Full-time Jobs; the number of such employees who resided within the corporate limits of the City and the number of such employees who resided in Central City areas, all as of August 1 of the preceding calendar year, together with reasonable documentation regarding the residency of such employees; and 3.3.2. The number and dollar amounts of all construction contracts and subcontracts awarded on the Project, specifying the number and dollar amounts spent with contractors that are Fort Worth Companies, as defined in Exhibit "A", M/WBE certified contractors and M/WBE certified contractors that are Fort Worth Companies; and uQDD G)MA QDY Page 7 of 13 3.3.3. The gross dollars and supporting details showing the amounts spent by Owner on local discretionary supply and service contracts, specifying the number and dollar amounts spent with vendors that are Fort Worth Companies, as defined in Exhibit "A", M/WBE certified vendors and M/WBE certified vendors that are Fort Worth Companies. Owner shall supply any additional information requested by the City in its evaluation of Owner's compliance with each of the terms and conditions of this Agreement. Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term and shall notify Owner of such decision and ruling. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. Notwithstanding the foregoing, at such time as the City makes a decision and ruling as to whether Owner is entitled to the 25% Abatement available pursuant to Section 2.1.1, Owner shall be entitled to the benefits of such 25% Abatement throughout the remainder of the Term without the necessity of providing any additional information and documentation or obtaining any additional decision or ruling from the City and without regard to any decision or ruling by the City with respect to the Abatement components referred to in Sections 2.1.2, 2.1.3 and 2.1.4. 4. EVENTS OF DEFAULT. 4.1. Defined. Owner shall be in default of this Agreement if(i) any of the covenants set forth in Section 1 of this Agreement are not met; or(ii) ad valorem real property taxes with respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Premises, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 2.2 of this Agreement, Owner breaches any of the other terms or conditions of this Agreement (collectively, each an"Event of Default"). 4.2. Notice to Cure. Subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have ninety(90) calendar days from the date of recei t of`' ' n notice to fully cure or have cured the Event of Default. If Ownert 9 Page 8 of 13 �a 0 Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than one hundred eighty (180) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Premises and in the vicinity of the Premises; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) otherwise harm the City, and Owner agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Premises or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii)there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 'JML PECORD CAN Pl�AIMRY Page 9 of 13 5. EFFECT OF SALE OF PREMISES. The Abatement granted hereunder shall vest only in Owner and AgFoods Limited Partnership, a limited partnership that intends to purchase the Premises and construct the Required Improvements (provided that AgFoods Limited Partnership first agrees in writing with the City to assume all terms and conditions of Owner under this Agreement), and cannot be assigned to a new owner of all or any portion of the Premises and/or Required Improvements and/or tangible personal property on the Premises without the prior consent of the City Council, which consent shall not be unreasonably withheld provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed purchaser agrees in writing to assume all terms and conditions of Owner under this Agreement. Owner may not otherwise assign, lease or convey any of its rights under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten(10) calendar days of receipt of written notice from the City to Owner. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid,or by hand delivery: City: Owner: City of Fort Worth Meacham Rail 191 Limited Partnership Attn: City Manager Attn: Michael E. Rader 1000 Throckmorton 100 E. 15th St., Suite 640 Fort Worth,TX 76102 Fort Worth, TX 76102 and AgFoods Limited Partnership c/o Adler Management,L.L.C. 10350 Bren Rd.West Minnetonka,MN 55343 7. MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. Page 10 of 13 o W�THY Tao 7.2. Conflicts of Interest. Neither the Premises nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit "C", the body of this Agreement shall control. 7.4. Future Application. A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. C-18708 on August 9, 2001, which, among other things, authorized the City Manager to execute this Agreement on behalf of the City. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions or City Council actions authorizing this Agreement, and Owner shall be entitled to intervene in any such litigation. Page 11 of 13 Ql' � ' ' 7� 7.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County,Texas. 7.9. Recordation. A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County,Texas. 7.10. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.11. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.12. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [SIGNATURES FOLLOW ON NEXT PAGE] Page 12 of 13 EXECUTED this /3 day of Au4U5-)` , 2001, by the City of Fort Worth, Texas. EXECUTED this day of 2001, by Meacham Rail 191 Limited Partnership. CITY OF FO W RT MEACHAM RAIL 191 LIMITED PARTNERSHIP: By: By: Mike Groomer Michael E. Rader Assistant City Manager General Partner ATTES / P. ATTEST: By: By: Z- eity Secretary ' APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: G-1333S C-47o8 G OFRC�rG�� rr�E��y OPID -r liri tl U� U dy Page 13 of 13 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Mike Groomer, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation,known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GI:TEN UNDER i:AY !LAND AND SEAL OF OFFICE this day of Q, u 5 f 12001. Notary Public in and for o�PaYP�'a� PATRICIA A GARCIA State of Texas !* NOTARY PUBLIC State of Texas Q• Notary's Printed Name •:�'•oF..• Comm.Exp.03-31-2005 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Michael E. Rader, General Partner of MEACHAM RAIL 191 LIMITED PARTNERSHIP, a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of MEACHAM RAIL 191 LIMITED PARTNERSHIP. GIVEN UNDER 1:�' HAND AND SEAL OF OFFICE this /C t� day of uelz,I?t ,2001. o�•Py®�,4 KIMBERLY BALL Notary Public in ano '' Norary Public,gate nt"lbxas the State of Texas ; �� My Gommis :!_"Expncs �,�E,^fl�� AugUSt 31,dt10 D N nn Notary's Printed 14ame CaFRI'( 81ry11 PRO Exhibit A CITY OF FORT WORTH TAX ABATEMENT POLICY STATEMENT FOR QUALIFYING DEVELOPMENT PROJECTS Adopted:February 29,2000 I. GENERAL PURPOSE AND OBJECTIVES Certain types of investment result in the creation of new jobs, new income and provide for positive economic growth and inner-city economic stabilization which is beneficial to the City as a whole. The City of Fort Worth is committed to the promotion of high quality development in all parts of the City and improvement in the quality of life for its citizens. The City of Fort Worth will, on a case-by-case basis, give consideration to the granting of property tax incentives to eligible residential, commercial, and industrial development projects. It is the policy of the City of Fort Worth that consideration of eligible projects will be provided in accordance with the guidelines and criteria outlined in this document. Texas law authorizes the City of Fort Worth to grant tax abatement on the value added to a particular property by a specific development project which meets the economic goals and objectives of the City, and the requirements of the statute (Vernon's Tax Code Ann. Section 312.001, et. seq.). As mandated by state law, this policy applies to the owners of real property. It is not the policy of the City of Fort Worth to grant property tax abatement to any development projectfor which a building permit has been previously issued.by the City's Department of Development. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. Although all applications which meet the eligibility criteria(Section III.) of this policy statement will be reviewed, it is the objective of the City of Fort Worth to encourage applications from projects that: (a) are located in enterprise zones or other designated target areas; or (b) result in a development with little or no additional cost to the City; or (c) result in 1,000 or more new jobs, with a commitment to hire Fort Worth and inner city residents. If. DEFINITIONS "Abatement" means the full or partial exemption from ad valorem takes on eligible properties for a period of up to ten years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of the tax abatement agreement. Eligible properties must be located in a reinvestment zone. "Reinvestment Zone" is an area designated as such by the City of Fort Worth nr State in accordance with the Texas Property Redevelopment and Tax Abatement Act 3111ugh 312.209 of the Tax Code. LYJ Page 1 of Ulc L'"�u'U�ifllp ULat Vo "Residential Development Project" is a development project which proposes to construct or renovate multi-family residential living units on property that is (or meets the requirements to be) zoned multi- family as defined by the City of Fort Worth Zoning Ordinance. "Fort Worth Company" is a business which has a principal office located within the city limits of Fort Worth. "Minority Business Enterprise (MBE) and Women Business Enterprise (WBE)" is a minority or women owned business that has received certification as either a MBE or WBE by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDOT), Highway Division. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). "Facility Expansion" is a new permanent real property improvement such as a building or buildings constructed to provide additional square footage to accommodate increased space requirements of a Fort Worth company. "Facility Modernization" is a new permanent real property improvement under taken to provide increased productivity for a new or existing Fort Worth company. "Supply and Service Expenses" are discretionary expenses incurred during the normal maintenance and operation activities of a business. III. ELIGIBILITY CRITERIA A. RESIDENTIAL PROJECT ELIGIBILITY A residential development project is eligible for property tar abatement if: 1. The project is located in any of the following census tracts: 1002.02, 1010, 1011, 1016, 1017, 1018, 1019 (partial), 1025, 1028 (partial), 1029, 1030, 1031, 1033, 1035, 1036.01, 1037.01, 1038, 1040, 1041 (partial) (see Map- Exhibit "A"); AND 2. a. The project will construct or renovate no less than 50 residential living units of which no less than 20%shall be affordable(as defined by the U.S. Department of Housing and Urban Development) to persons with incomes at or below 80% of median family income; OR b. The project has a minimum capital investment of$5 million (excluding acquisition costs for land and any existing improvements). B. COMMERCIAL/INDUSTRIAL ELIGIBILITY 1. New Projects In order to be eligible for property tax abatement, a new commercial/industrial development project must satisfy one of the following three criteria: a. Upon completion will have a minimum capital investment of $10 million and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Ex fbi fule employment.; OR �I Q��p U Page 2 of 7 b. Is located in the "inner city" (as identified on Exhibit "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of these inner city census tracts and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for full time employment; OR C. Is located outside of the "inner city", has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for full time employment. 2. Existing Business Expansion and/or Modernization In order to be eligible for property tax abatement, a facility expansion and/or modernization by•an existing commercial/industrial business must: a. Upon completion have a minimum capital investment of$10 million; OR b. Result in increased employment for which the business commits to hire and retain an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit"A") for new, full time positions; AND C. Have a minimum capital investment of (1) $500,000, OR (2) an amount equal to or greater than 25% of the appraised value, as certified by the appropriate appraisal district, of real property improvements on the property for the year in which the abatement is requested. C. PROOF TESTS 1. Building Permits No tax abatement will be granted to any development project which has applied for or received a building permit from the City's Department of Development. 2. Evidence of Need for Tax Abatement The applicant must provide evidence to substantiate and justify the tax abatement request including (but not limited to) an analysis demonstrating the tax abatement is necessary for the financial viability of the project. IV. ABATEMENT GUIDELINES The tax abatement agreement must provide that the applicant: (1) Hire Fort Worth residents for an agreed upon percentage (at least 25%) of new full time jobs to be created and make a good faith effort to hire 100% Fort Worth residents for all new jobs created as a result of the abatement, (2) Commit to hire an agreed upon percentage of Fort Worth residents from an eligible inner city census tract (as identified on Exhibit "A") for all new jobs created as a result of the project. The agreed upon percentage shall be determined by negotiation. (3) Utilize Fort Worth companies for an agreed upon percentage of the total costs for construction and Supply and Service Contracts, and a uD �'EREy0; Page 3 of 7 (4) Utilize Minority and Women owned Business Enterprises (M&WBEs) for an agreed upon percentage of the total costs for construction and supply and service contracts in the manner provided in the City of Fort Worth's Minority and Women Business Enterprise ordinance. In addition to the above, the abatement must comply with the following guidelines: A. State law prohibits abatement of taxes levied on inventory, supplies or the existing tax base. City policy is not to abate taxes on personal property located within Fort Worth prior to the date of the tax abatement agreement. B. Unless otherwise specified in the agreement, the amount of the taxes to be abated shall in no event exceed the amount of the capital investment (as specified in the application) multiplied by the City's tax rate in effect for the year in which the calculation is made. C. In certain cases, the City may consider a tax abatement application from the owner of real property who serves as a landlord or lessor for a development project which meets the eligibility criteria of this section. D. The City may consider an application from the owner or lessee of real property requesting abatement of real and or personal property owned or leased by a certificated air carrier on the condition that the certificated air carrier make specific real property improvements or lease real property improvements for a term of 10 years or more. E. For an eligible development project to be considered for tax abatement, the "Application for Tax Abatement" form must be completed and submitted to the Office of Economic Development. F. An application fee must accompany the application. The fee is calculated at the lesser of: (i) I% of the project capital investment, or(ii) $15,000. If construction on the project is begun on the site specified in the application within a one (1) year period from the application submittal date (with or without a tax abatement), this fee shall be credited to any permit, impact, inspection or any other lawful fee required by the City of Fort Worth. If the project is not constructed on the site specified in the application or if construction takes place at the specified site more than one (1) year after the application submittal date, the application fee shall not be refunded or otherwise credited. G. If requested, the applicant must provide evidence that there are no delinquent property taxes due on the property on which the development project is to occur. H. The tax abatement agreement shall limit the uses of property consistent with the general purpose of encouraging development or redevelopment of the zone during the.period that property tax abatements are in effect. I. Tax abatement may only be granted for projects located in a reinvestment or enterprise zone. For eligible projects not currently located in such a zone, the City Council may choose to so designate the applicant's property in order to allow for a tax abatement. J. The owners of all projects receiving tax abatement shall properly maintain the property to assure the long term economic viability of the project. 1:111ER EN II ��o ��4 Udllp �tSWc Page 4 of 7 V. PROCEDURAL STEPS Each request for property tax abatement shall be processed according to the following procedural guidelines. A. Application Submission: Provided that the project meets the criteria detailed in Section III of this policy, the Applicant must complete and submit a City of Fort Worth "Application For Tax Abatement" form (with required attachments) and pay the appropriate application fee. B. Application Review and Evaluation: The Economic Development Office will review the application' for accuracy and completeness. Once complete, the application will be evaluated based on: 1. Types of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement package(s), transportation assistance, and any other. 2. Percent of new jobs committed to Fort Worth residents. 3. Percent of new jobs committed to Fort Worth"Inner City" residents. 4. Percent of construction contracts committed to: a. Fort Worth based firms, and b. Minority and Women owned Business Enterprises (MBEs and WBEs). 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Women owned Business Enterprises (MBEs and WBEs). 6. The project's increase in the value of the tax base. 7. Costs to the City (such as infrastructure participation, etc.). 8. Other items which may be negotiated by the City and the applicant. Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Economic Development Committee. C. Consideration by Council Committee Should the Economic Development Office present the application to the City Council's Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (1) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (2) Request modifications to the application. Economic Development staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified applicati for consideration; or ,�� G;(uQ �� Page 5 of 7 (3) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. D. Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. E. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. VI. RECAPTURE If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. VII. INSPECTION AND FINANCIAL VERIFICATION The terms of the agreement shall include the City of Fort Worth's right to: (1) review and verify the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, (2) conduct an on site inspection of the project in each year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. VIII. EVALUATION Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. On or before March 31" of every year during the life of the agreement, any individual or entity receiving a tax abatement from the City of Fort Worth shall provide information and documentation which details the property owner's compliance with the terms of the respective agreement and shall certify that the owner is in compliance with each applicable term of the agreement. Failure to report this information and to provide the required certification by the above deadline shall result in any taxes abated in the prior year being due and payable. �E 0 R D Page 6 of 7 Uo ��� ��Wp tlLSWo IX. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY No tax abatement rights may be sold, assigned or leased unless otherwise specified in the tax abatement agreement. Any sale, assignment or lease of the property which is not permitted in the tax abatement agreement results in cancellation of the agreement and recapture of any taxes abated after the date on which an unspecified assignment occurred. Page 7 of 7 lr leo }U' W ��o Ne QM_MM1'_�1_`ISIIti�L'�t� _ /j 1 ■ rl;i:lp�;- ..� fi}/�I/r�'/'.9`� ijl �`Fit�E1'tit�ii�fl#lIA' a R•. ( !• •���,� iME.) ��� r11�! ��(!'�Ift l ttll���!! �1�. y�l 3,4 W�r��` �11,'� ,� ( ..fit 11�/ ! (J!, t fir{•.:i II„ a rte+ !�+ R{��py'�• �f � YI ' 1£ts�l {{{'+i 7 IL•.-.r 1- ` i t� .E-.gtit/.. .qi aL�':y.\�y�Y ��EI�f((Q� � � ,►� �o•` ,.. 't {Li t iWP tCfi�:S�*��!- I1M''•i� 41t{Z. =�II �,►'}i{)Al rlt��,l lil li��r7r1p{s�j ■ In j ' l�l�Illlu(J� 1 �.a►w�u C,"'ti`a"''�,��;�'`�i.:ii i11:11!'."y.:�i��� \.r.i,.tu.u,ul� �� �l!']6FLl��.� �r•_ 1�1 I�.�a`.�1(�1!!1 t! i""11" i _ ,ql •� 4��"(��. t(r■- ,sok ,d- ��(�, ��.� �,I/rrll lr lli1117� ��.:_ '�a �� ((1'i■ �\IL r11���i3i1llr=- j! _ tl 1 4ll ltltl ■ J 51► CI 11� / 17111 ( +�, �� V 1 �• ]I�1�r� a._�..�,�► I � IPC��S�SttitPlt ` ` 4 �( 1 �. t■ ei7 Vq14 N — tml .� f �� ,� '<<I'"rift ��y'I�r��[t �t� �,� �':��'1�. ` 1�� •�� wa r �.1/1t.on� ''_ IE• `"-•-�: � �r: �• .�; � ri�� [�((c��.:�� a �e:� I�—° r16. '7 IN� •. �+/rr�t. �;j� �4PJll:7wltlii=ijr 1_•rQPP� � r ���I� tr�I��A� e?� ;�` � a } :I'f - 1` r�" mmnc�- r■1 t►::i`I#�� �� ii 1 z.y N� MON i '�� - �21 ��`�•■rsiil■■ ��� � I 1114 �� 'a/�5 ���! �1r��{���"iii� '�l��:lr "J sP S' i'. 0-48 F:Tif i AN E= i I 'C:_s PC7{l�e�tE�.�_l1101P. ai =Apl.rr A P112 �,t 1 1! �1 •t'�;tiD — Il{v���r{��� �/,^'.,• Wit}IIt�iP:it kl`I` ,--1 I ` j� 7 ��� r{23 :ti;� .It �� "w18..�xiK._.. u.t(�iLTi�^hr►la_1it'r�l �� f ��17f�L ..ffliv � b � ..�ttl��'tfTdl�r�E�l�/ �1�'����r7 la+�aa•■rr�u�.� Ennlei Exhibit B Legal Description for Tax Abatement Reinvestment Zone Number 38 STATE OF TEXAS COUNTY OF TARRANT: Being a tract of land situated in the San Antonio & Mexican Gulf Railroad Company Survey, Abstract No. 1464, City of Fort Worth, Tarrant County, Texas, being a portion of a tract of land (Tract I) as described in deed to Meacham Rail 191 Limited Partnership, as recorded in Volume 12819, Page 563 of the Deed Records, Tarrant County, Texas (D.R.T.C.T.) also being a portion of a tract of land described in Quitclaim deed to Meacham Rail 191 Limited Partnership, as recorded in Volume 13156, Page 66 of the D.R.T.C.T., and being more particularly described by metes and bounds as follows: BEGINNING at a found 1 inch iron rod at the Northwesterly corner of said Tract I and the Southwesterly corner of Lot 2, Block A Railhead Fort Worth Phase One Addition, per plat recorded in Cabinet A, Slide 4358, Plat Records, Tarrant County, Texas (P.R.T.C.T.) and lying in the Easterly R.O.W. line of the C.R.I. & G. Railway Company, from which a found 5/8 inch iron rod with a cap stamped "Carter & Burgess", bears North 47 degrees 35 minutes 52 seconds West a distance of 0.30 feet; THENCE South 89 degrees 29 minutes 48 seconds East (Record South 89 degrees 29 minutes 13 seconds East) along the Northerly line of said Quitclaim and the Southerly line of said Lot 2 and Lot 3 of said Railhead Fort Worth Phase One Addition, a distance of 1449.68 feet to a set 1/2 inch iron rod with a cap stamped "Wier & Assoc., Inc.", from which a found 1/2 inch iron rod bears North 89 degrees 29 minutes 48 seconds West a distance of 1.73 feet, and lying in the Westerly R.O.W. line of Gold Spike Drive (68' R.O.W.) as shown per plat of Meacham Boulevard R.O.W. Extension and Gold Spike Drive R.O.W. Extension Cabinet A Slides 5688 & 5689, P.R.T.C.T; THENCE South 00 degrees 20 minutes 46 seconds West along the Westerly R.O.W. line of Gold Spike Drive, a distance of 871.33 feet to a set 1/2 inch iron rod with a cap stamped "Wier & Assoc., Inc."; THENCE North 89 degrees 29 minutes 48 seconds West a distance of 1293.61 feet to a set 1/2 inch iron rod with a yellow plastic cap stamped "Wier & Assoc., Inc.", lying ORCIA LEWD Pale 1 of in the Westerly boundary line of said 55.375 acre tract and being the beginning of a curve to the right with a radius of 5680.15 feet; THENCE along said curve to the right with a central angle of 07 degrees 48 minutes 10 seconds, a chord bearing of North 10 degrees 18 minutes 00 seconds West a distance of 772.96 feet, and an arc length of 773.56 feet to a found 1/2 inch iron rod; THENCE North 06 degrees 23 minutes 53 seconds West (Record North 06 degrees 22 minutes 47 seconds West), continuing along the Westerly line of said Tract 1 and the Easterly line of said Railroad R.O.W., a distance of 112.89 feet (Record 112.96 feet) to the POINT OF BEGINNING and containing 27.661 Acres or 1,204,906 Square Feet of Land. OFFMAU ESCORD -CITY"y5���511"Mpy Page 2 of 2 co :R. � "01 H M. Exhibit C - - City of Fort Worth COMMERCIAVINDUSTRIAL Tax Abatement Application February 1999 FoToTHL --maw Office of Economic Development �� r City Manager's Office �=��7� y�e. ��`l' CCU r /(� Fort Worth, Texas 76102 r � � .. (817) 871-6103 1. Applicant Information: Name MEACHAM RAIL 191 LIMITED PARTNERSHIP Address 100 E. 15th STREET, SUITE 640 City, State,Zip Code FORT n7ORTH, TX 76102 Telephone 817 332 - 9088 ext, Fax 817 332 - 9080 pt, Internet E-malI addresses (if avaiIable): Contact Person (include title/position): MICHAEL E. RARER 2. Property Description Attach legal description or surveyor' metes & bounds description. 3. Current Appraised Value of Property Attach latest copy of property tax statement from the County Appraisal District. 4. Attach a brief description of the project including services provided or products manufactured, major customers and locations, etc. 5. Project Description A. New Facilities PHASE I PHASE II 1. Size 420,360 sq. ft. 125,470 SQ. FT. 2. Cost of Construction S 12,000,000 $3,011,280 including Site Development B. Site Development (parking, fencing, landscaping, etc.): 1. Type of work to be done EXCAVATION, SITE GRADING, PARKING, LIGHTING, PERIMETER FENCING, LANDSCAPING, RAIL SPUR 2. Projected costs S 2,575,000 C. Personal Property: 1. Value of: a. Inventory $25 ,000,000 b. Supplies S 2. Percent of inventory eligible for freeport exemption (inventory, exported from Texas within 175 days) 25 % 3. Value of equipment, machinery, fiunishings, etc. S 2,200,000 6. Project Construction: A. What percent of the construction costs (5A.&B. above) will you commit to spend with: 1. Fort Worth businesses? 25 % 2. Minority and Women owned Business Enterprises? 1.0 % B. When will construction start? LATE AUGUST 2001 C. How many construction jobs will be created? iso D. What is the estimated payroll for these jobs? $4,000,000 7. Employment: A. If this project is an expansion or modernization of an existing facility: 1. How many persons are currently employed? N/A 2. What percent of 7.A. above are Fort Worth residents? N/A % 3. What percent of 7.A above are Inner City residents? N/A % B. PIease complete the following table. First Audit Year Fifth Year Tenth Year New Jobs to be Created 84 100 110 Less Transfers* 5 1 0 0 Net Jobs 79 100 110 % of Net Jobs to be filled by Fort Worth Residents 50% 50% 50% % of Net Jobs to be filled by Inner City Residents 1 30% 30% 30% * If any employees will be transferring,please describe where they will be transferring from. ** Must be at least 25% C. Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and wage rate for each classification. D. Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. 8. Regarding supply and service expenses (i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): A. What is the amount of non-sole source supply and service expenses? S 200,000 B. What percentage will be committed to Fort Worth businesses? 25 % C. What percentage will be committed to Minority and Women Owned Businesses? 15 % 9: Is the property appropriately zoned for the project? YES 10. Is the property platted? If yes, will replatting be necessary? FINAL PLAT UNDERWAY It. Attach a description of any environmental impacts associated with this project. NONE 12.Attach a description of any direct benefits to the City of Fort Worth as a result of this project (i.e. sales tax, inventory tax, development fees, etc.) 13. Do you intend to pursue abatement of: County Taxes? ® Yes ❑ No School Taxes? ❑ Yes ® No 14. What level of abatement do you request: Years? 10 Percentage? 90% 15. Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please attach details, vo 16. On an attachment, explain why tax abatement is necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. On behalf of the applicant, I certify the information contained in this application (including all attachments) to be true and correct. I further certify that, on behalf of the applicant, I have read the Policy Statement: Tax Abatement For Qualified Development Projects" and agree to comply with the guidelines and criteria stated therein. GWWL+f_ p4lu rill - Name Title �'«---� 7, Date -f — �yU IT"i I c"l`+'•�U.�}�L�CaUMf�II n VJ�'�J��UU Yl7iYo STATE OF TEXAS COUNTY OF TARR.. 1NT: Being a tract of land situated in the San Antonio & Mexican Gulf Railroad Company Survey, Abstract No. 1464, City of Fort Worth, Tarrant County, Texas, being a portion of a tract of land (Tract I) as described in deed to Meacham Rail 191 Limited Partnership, as recorded in Volume 12819, Page 563 of the Deed Records. Tarrant County, Texas (D.R.T.C.T.) also being a portion of a tract of land described in Quitclaim deed to Meacham Rail 19 t Limited Partnership, as recorded in Volume 131 56, Page 66 of the D.R.T.C.T., and being more particularly described by metes and bounds as follows: BEGINNING at a found 1 inch iron rod at the Northwesterly corner of said Tract I and the Southwesterly corner of Lot -'). Block J ' A Railhead Fort Worth Phase One Addition, per plat recorded in Cabinet A, Slide 43 5 8, Plat Records, Tarrant County, Texas (P.R.T.C.T.) and lying in the Easterly R.O.W. line of the C.R.I. & G. Railway Company. from which a found 5/8 inch iron rod with a cap stamped "Carter & Burgess", bears North 47 degrees 33 minutes 52 seconds West a distance of 0.30 feet: THENCE South 89 degrees 29 minutes 48 seconds East (Record South 89 degrees 29 minutes 13 seconds East) along the Northerly line of said Quitclaim and the Southerly line of said Lot 2 and Lot 3 of said Railhead Fort Worth Phase One Addition. a distance of 1449.68 feet to a set 1/2 inch iron rod with a cap stamped "Wier & Assoc., Inc.", from which a found 1/2 inch iron rod bears North 89 degrees 29 minutes 48 seconds West a distance of 1.73 feet, and lying in the Westerly R.O.W. line of Gold Spike Drive (68' R.O.W.) as shown per plat of Meacham Boulevard R.O.W. GSE'OP0 (u�Q Ur Cr�uVa�WN,� Extension and Gold Spike Drive R.O.W. Extension Cabinet A, Slides 5688 & 3689, P.R.T.C.T-, THENCE South 00 degrees 20 minutes 46 seconds West along the Westerly R.0.W. line of Gold Spike Drive, a distance of 871.33 feet to a set 1/2 inch iron rod with a cap stamped "Wier & Assoc., Inc.", THENCE North 89 degrees 29 minutes 48 seconds West a distance of 1293.61 feet to a set 1/2 inch iron rod with a yellow plastic cap stamped "Wier & Assoc.. Inc.", lving in the Westerly boundary line of said 35.373 acre tract and being the beain=2 of Ia curve to the right with a radius of 5680.15 feet; THENCE along said curve to the right with a central angle of 07 degrees 48 minutes 10 seconds, a chord bearing-of North 10 degrees 18 minutes 00 seconds West a distance of 772.96 feet, and an arc length of 773.56 feet to a found 1/2 inch iron rod: THENCE North 06 de2:rees 23 minutes 53 seconds West (Record North 06 degrees 22 minutes 47 seconds West), continuing along the Westerly line of said Tract 1 and the Easterly line of said Railroad R.O.W., a distance of 112.89 feet (Record 112.96 feet) to the POINT OF BEGINNING and containing 27.661 Acres or 1,204,906 Square Feet of Land. TEXAS, COUNTY OFTARRANT TARRANT COUNTY ADMINISTRATION BUILDING TAX ASSESSOR-COLLECTOR a 100 E.WEATHERFORD,FORT WORTH.TEXAS 78198-0mj < 817/8841100 .r TAX STATEMENT 2000 32075 ,TEMENT DATE: 10/07/2000 LEGAL S A&M G RR CO SURVEY ACCOUNT: 00004698444 A 1464 TR .1 AG OWNER: MEACHAM RAIL 191 LTD PRTNSHP, PION: A1464-1-A1 PARCEL ADDRESS: 0000800 MEACHAM BLVD ACRES: 70.897000 EXEMPTION CODES: AGO0�2��y �p�( t� FID: 5550000285 :;.iC :Y][nTiiYtG":+Y.3`v!:'n i:RwCSLTt!'�3' �::l- 8,366 2.020,5fi5 . 2,012.199 TAXING ENTITIES AMOUNT TAXABLE VALUE PER$100 Bi4SE TAX INTEREST FT WORTH CITY 2,012,199 8,366 0-.875000 73.20 0.00 TARRANT COUNTY 2,012, 199 8,366 0.274785 22.99 0.00 REG WATER DIST 2,012, 199 8,366 0.020000 1 .67 0.00 T C HOSPITAL 2,012, 199 8,366 0.234070 19.58 0.00 T C COLLEGE 2,012, 199 8,366 0. 106410 8.90 0.00 FT WORTH ISD 2,012, 199 8 ,366 1 .641100 137.29 0 .00 SUBTOTAL 263.631 0.00 TOTAL AMOUNT DUE $263.63 t 'CALL 8171884-1100 FOR PRIOR YEAR TAXES DUE WHICH ARE NOT INCLUDED IN TOTAL AMOUNT DUE. This top portion and your canceled check will serve as your receipt. Please see reverse side for important information. Tax Abatement Application City of Fort Worth ConAgra Distribution Facility Item #4 Project Description PHASE 1 ConAgra is proposing to occupy a 420,360 square foot distribution facility to be constructed in the Railhead Industrial Park in Fort Worth, Texas that is to be used as a Regional Distribution Center. This facility will be receiving dry temperature products from various manufacturing, processing and packaging facilities and distributing them to various retail and foodservice customers. This project will include the development of 26.6 acres fronting Gold Spike Drive north of the intersection of Gold Spike Drive and Meacham Boulevard. Located within the project will be a 420,360 square foot tilt wall building that will house the distribution facility. The property development will also include parking for employees, trucks and trailers for distribution purposes. The perimeter of the property and areas around the building will be landscaped. Perimeter fencing and lighting of operation areas will provide security of the site. PHASE 2 Within an estimated 5 years ConAgra proposes to expand the proposed facility by 125,470 +/- square feet. This expansion will be tilt wall and will fit onto the existing 26.6 acres. This expansion will serve future growth ConAgra has planned. �Cm,9ti 1n � � Tax Abatement Application ConAgra Distribution Facility Item # 7D Employee Benefits Medical Coverage Available to all employees who work 30 or more hours per week. HMO & PPO plan options available. Employee cost will vary upon plan and # dependents. A prescription drug plan is also available. Dental Coverage A dental plan is available through Blue Cross and Blue Shield. Coverage is shared by employer and employee. Vision Coverage A vision coverage plan is available on a voluntary basis through Vision Service Plan. Survivors Benefit Life Insurance A basic life insurance plan is provided and paid by the employer for up to nvo times the employee's annual salary ($1,000,000 max. benefit). A supplemental life insurance is available to employee at employee's cost. Disability Benefit Employer provides and pays for accidental death and dismemberment insurance for employees and dependent AD & D insurance at employee's cost. There is also short - term and lona-term disability, short-term disability is covered by the employer. Additional Benefits Pre-tax spending account is available for healthcare costs. Costs _ See attached benefit summary book for cost informat o Urf N1u , SPY Tax Abatement Application ConAgra Distribution Facility Item #7C Job Description Wage Description for Yon-Exempt Employees at ConAgra Warehouse Positions: 70 at S11.50/hour Descriptions: Clamp truck/forklift operators, material handlers, checkers. Supervisory Positions: 14 at an average annual compensation of 545,000 See attached Addendum Jr�lV °L� �n V'JG�iIC'JbUO ��a Addendum to Item #7C Job Description 0 P U S~ OPUS SOUTH CORPORATIOPI ,N 15455 North Dallas Parkway Addison,Texas 75001 THE OPUS GROUP Phone 972-480-9787 ARCHITECTS Fax 972-669-2216 CONTRACTORS www.opuscoM.com DEVELOPERS MEMO- RANDUM To: Tom HigginslCity Of Fort Worth From: Steve Chilton steve.chilton(Dopussouth.com 972-480.9787 Date: 7127/2001 Re: ConAgra job descriptions Below is an estimate of the positions and descriptions for the ConAgra facility in Railhead: 84 Total Employees 70 Warehouse positions 14 Superyisory/Clerical positions Warehouse positions: • Clamp truck operators-moving inventory • Fork lift operators-moving inventory • Material Handlers-loading trucks and boxcars • Maintenance Personnel-runs battery room and responsible for maintenance of mechanical equipment All warehouse positions require high school diploma or equivalent On the job training for safety, equipment operation, and job cross-training is done. Promotions to supervisory level are available to those who merit it. Supervisory/clerical positions: • Clerks- shipping and receiving, inventory control, payroll and benefits management; computer skills required • Logistics Supervisors-for rail and truck traffic and coordination for inventory movement; computer skills required • Warehouse Supervisors-coordinates warehouse positions • Distribution Center Managers-oversee all operations in distribution center All supervisory/clerical positions require high school diplomas or the equivalent and some college is preferred. Promotions to management level positions are possible for those who merit consideration. a IT M, Tax Abatement Application ConAgra Distribution Facility Item # 12 Benefits to the City of Fort Worth ConAgra is proposing to locate their Regional Distribution Center in Railhead Industrial Park/Fort Worth, Texas. ConAgra is consolidating several distribution facilities serving a five state region into one Regional Distribution Center. ConAgra will be a Fort Worth company and will additionally be located in an inner city and enterprise zone area of the City of Fort Worth with the opportunity to obtain workforce from the immediate area. ConAgra is a "Fortune 100" company based in the U.S. with operations around the globe. The North Forth distribution center will enhance the Meacham Airport/North Fort Worth area offering job opportunities for inner city Fort Worth residents. ConAgra projects the initial facility will create 84 new jobs for Fort Worth and will hold an estimated $25,000,000 in inventory. U Its U'J✓��.�tl U9 � � o Tax Abatement Application ConAgra Distribution Facility Item# 16 Success of Project ConAgra is a public corporation and operates in a highly competitive industry and must contain costs in order to stay competitive. ConAgra's distribution operation cost per package includes personnel, shipping, and other operational expenses and real and personal property taxes. Control and containment of these costs are extremely important in maintaining competitiveness. If the company is unable to succeed in its cost containment efforts, it will be forced to entertain other options offering Inventory Freeport Exemption and Property Tax Abatements. ConAgra is proposing to make a substantial investment in the North Fon Worth Enterprise Zone and in the inner city area. Abatement of property tax of the project will assist in meeting cost control objectives and assure that the Fort Worth ConAgra operations are successful in Fort Worth. City of Fort Worth Tax Abatement Structure Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. Assumptions: 1. Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. to develop a 420,000 SF distribution facility in the Fort Worth Railhead Development and be operational in the first quarter 2002. 2. The proposed project will have a minimum investment as follows: a. Buildings & Improvements: $12 million b. Personal Property: $2.2 million c. Inventory: $25 million (25% subject to freeport exemption) 3. The first phase will result in 84 new jobs. Structure: Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. will be eligible to receive a 10 year abatement of up to 90% of the appraised value of the improvements of the real and personal property. The actual value of the annual abatement will be calculated on the basis of the following criteria for each phase: 1. 25% base abatement: • Construction of$12 million in facilities including site development, and • Utilize Fort Worth companies for 25% of the cost of construction, and • Utilize certified Minority/Women-owned Business Enterprises (MWBE) for 10% of the cost of construction 2. 20% additional abatement: • 25% of the ongoing business expenses are spent with Fort Worth companies, and • 15% of the ongoing business expenses are spent with certified MWBE companies 3. 30% additional abatement for each phase if: • 50% of new positions are filled by Fort Worth residents, and • 30% of new positions are filled by Central City residents 4. 15% additional abatement for each phase if: • For each new employee above the 30% of new positions filled by Central City residents, one percentage point will be given, up to a maximum of 15% Each percentage calculation will be measured separately based on meeting or exceeding the respective criteria. �J�P CC: "'L� �P (OJ City of Fort Worth, Texas "affor and Council Communication DATE REFERENCE NUMBERLOG NAME PAGE 8/9/01 C-18708 02ABATE 1 of 2 SUBJECT TAX ABATEMENT AGREEMENT WITH MEACHAM RAIL 191 LIMITED PARTNERSHIP AND CONAGRA FOODS, INC. AND RELATED FINDINGS OF FACT BY THE CITY COUNCIL RECOMMENDATION: It is recommended that the City Council: 1. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. are true and correct; and 2. Authorize the City Manager to enter into the attached Tax Abatement Agreement with Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. in accordance with the Tax Abatement Policy. DISCUSSION: The property subject to abatement in the attached Tax Abatement Agreement with Meacham Rail 191 Limited Partnership is located in north Fort Worth in Railhead Business Park. The City Council has designated this property as Tax Abatement Reinvestment Zones No. 38, located in COUNCIL DISTRICT 2. Project: Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. (ConAgra), are proposing to construct a 420,360 square foot distribution facility that will be used as a regional distribution center. The facility will receive dry temperature products from various manufacturing, processing, and packaging facilities and then distribute the products to various retail and foodservice customers. The total investment is estimated to be at least $12,000,000. Employment: Meacham Rail 191 Limited Partnership and ConAgra plan to create 84 new jobs with 50% being Fort Worth residents and 30% being Central City residents. Utilization of Fort Worth Businesses: Regarding utilization of Fort.Worth-based businesses, Meacham Rail 191 Limited Partnership and ConAgra have committed-25% of total construction spending to Fort Worth construction contractors and/or subcontractors. Additionally, Meacham Rail 191 Limited Partnership and ConAgra have committed 25% of total supply and service expenditures to Fort Worth companies. Utilization of M/WBE Businesses: Ill egardirig Minority/Women Business Enterprises (M/WBEs), Meacham Rail 191 Limited Partnership i` and`. :Csoni4gra` Foods, Inc. have committed 10% of total construction spending to M/WBE construction contractors and/or subcontractors. Additionally, Meacham Rail 191 Limited Partnership and .ConAgra have committed 15% of total supply and service expenditures to M/WBE companies. ABATEMENT TERMS - Meacham Rail 191 Limited Partnership and ConAgra will receive a ten-year tax abatement on'real and personal property that could reach a maximum of 90% annually. The abatement incorporates'e©nstruction expenditures, total supply and service spending, and employment. City of Fort Worth, Texas 4Dravor and Council Communication DATE REFERENCE NUMBER I LOG NAME PAGE 8/9/01 C-18708 02ABATE 2 of 2 SUBJECT TAX ABATEMENT AGREEMENT WITH MEACHAM RAIL 191 LIMITED PARTNERSHIP AND CONAGRA FOODS, INC. AND RELATED FINDINGS OF FACT BY THE CITY COUNCIL The abatement is structured as follows: A. 25% abatement - Construction: • Construct $12 million (including site development) facility; and • Utilize Fort Worth companies for 25% of the cost of construction; and • Utilize certified Minority/Women-owned Business Enterprises (M/WBE) for 10% of the cost of construction. Dollars spent with certified Fort Worth M/WBE contractors will be calculated at 1.5 times their face value. B. 20% abatement - Supply and Service Spending: • Spend 25% of the ongoing business expenses with Fort Worth companies; and • Spend 15% of the ongoing business expenses with certified M/WBE companies dollars spend with certified Fort Worth M/WBE suppliers will be calculated at 1.5 times their face value. C. 30% abatement - Employment: • Fill 50% of new positions with Fort Worth residents; and • Fill 30% of new positions with Central City residents. D. 15% additional - Employment: • For each new employee above the 30% of new positions filled by Central City residents, 1% point will be given, up to a maximum of 15%. Each percentage calculation will be measured separately based on meeting or exceeding the respective criteria. The total tax abatement has a cap of 90% per annum. If the maximum abatement is reached, the abated taxes are projected to be $91,547.00 annually. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that no expenditure of City funds is associated with approval of this agreement. MG:n Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) APMED Mike Groomer 6140 CITY COUNCIL Originating Department Head: 1 COUNCIL i �1� UU l Tom Higgins 6192 (from) Additional Information Contact: City secretary of the City of Fort Word..Twee Ardina Washington 8003 City of Fort Worth, Texas My � o) Clckatian DATE REFERENCE NUMBER LOG NAME PAGE 8/9/01 G-13335 02ZONE-38 1 of 2 SUBJECT PUBLIC HEARING AND ORDINANCE DESIGNATING TAX ABATEMENT REINVESTMENT ZONE NO. 38, CITY OF FORT WORTH, TEXAS RECOMMENDATION: It is recommended that the City Council: 1. Hold a public hearing concerning the designation Tax Abatement Reinvestment Zone No. 38, City of Fort Worth, Texas; and 2. Adopt the attached ordinance which designates Tax Abatement Reinvestment Zone No. 38, City of Fort Worth, Texas, pursuant to the Texas Property Redevelopment and Tax Abatement Act, Tax Code, Chapter 312. DISCUSSION: The proposed Reinvestment Zone No. 38, City of Fort Worth, Texas (Zone), is located in north Fort Worth within the Central City and North Enterprise Zone. The exact boundaries of the property are described in Exhibit A of the attached ordinance. Meacham Rail 191 Limited Partnership and ConAgra Foods, Inc. are considering this site for the location of a distribution facility. A tax abatement application has been submitted for the proposed development. This public hearing is required by the Texas Property Redevelopment and Tax Abatement Act (the Act). Notice of this hearing was (1) delivered to the governing body of each affected taxing unit and (2) published in a newspaper of general circulation at least seven days prior to this meeting. The area encompassing the proposed Zone meets the statutory criteria for designation as a reinvestment zone, in that the area is reasonably likely, as a result of the designation, to contribute to the retention or expansion of primary employment or to attract major investment in the Zone that would be a benefit to the property and that would contribute to the economic development of the City. Further, the improvements sought in the Zone are feasible, practical and would be a benefit to the land in the Zone and to the City for a period in excess of ten years following designation of the Zone. The term of the proposed Zone will be five years from the date of adoption of the attached ordinance. The City Council may renew the Zone for one or more terms of five years or less. City of Fort Worth, Texas 41y � o .) Cl ckatian DATE REFERENCE NUMBER LOG NAME PAGE 8/9/01 G-13335 02ZONE-38 2 of 2 SUBJECT PUBLIC HEARING AND ORDINANCE DESIGNATING TAX ABATEMENT REINVESTMENT ZONE NO. 38, CITY OF FORT WORTH, TEXAS FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. MG:n Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Mike Groomer 6140 Originating Department Head: Tom Higgins 6192 (from) APPROVED 8/9/01 ORDINANCE NO. 14737 Additional Information Contact: Ardina Washington 8003