HomeMy WebLinkAboutContract 43283 (2)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 municipality
organized under the laws of the State of Texas; KDC 4805 INVESTMENTS, L.P.
("KDC"), a Texas limited partnership; and STATION VENTURE OPERATIONS, LP
("Company"), a Delaware limited partnership.
RECITALS
A. On June 22, 2010, the City Council of the City of Fort Worth ("City
Council") adopted Resolution No. 3895-06-2010, stating that the City elects to be eligible
to participate in tax abatement and setting forth guidelines and criteria governing tax
abatement agreements entered into between the City and various third parties, entitled
"General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference
and hereby made a part of this Agreement for all purposes.
B. The Policy 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 June 14, 2011, the City Council adopted Ordinance No. 19736-06-2011
(the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 73, City of Fort
Worth, Texas (the "Zone").
D. Company is in the business of, among other things, owning, operating,
promoting, marketing, developing and managing the television station KXAS, the Dallas -
Fort Worth affiliate of the NBC broadcasting network. Company currently owns
approximately 26 acres of property in the City at 3900 Barnett Street (the "Land"),
which is the location of a significant portion, but not all, of Company's broadcast
operations, together with other Affiliates. The Land is more specifically described in
Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes.
Company wishes to consolidate the KXAS and Telemundo regional administrative and
production studio operations at one, centrally located site in the Fort Worth -Dallas
Metroplex, but prefers to remain a part of the Fort Worth community.
E. Company is willing to consider the relocation of its regional facilities and
operations to an approximately 8.1 acre site at 4805 Amon Carter Blvd., which is located
Page 1
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS) OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
in the Zone (the "New Location"). The New Location is more specifically described in
Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes.
The New Location is owned by KDC and will be leased by NBCUniversal Media, LLC
("NBCUniversal") (the "Master Lease") to include terms and conditions consistent
with those outlined in Exhibit "C", attached hereto and hereby made a part of this
Agreement for all purposes, and thereafter a portion will be subleased to Company
pursuant to a sublease agreement between NBCUniversal and Company (the "Sublease")
that is intended to also include terms and conditions consistent with those outlined in
Exhibit "C". The remainder of the New Location will be subleased to other Affiliates or
otherwise used by NBCUniversal, with the understanding that Company may assign all
or any portion of its rights and obligations hereunder, including its right to Abatement
hereunder, to its Affiliates and/or any entity that succeeds to the ownership of the
television station currently known as KXAS in accordance with and pursuant to Section
10 of this Agreement so long as such applicable parties occupy their respective portion of
the New Location subject to terms and conditions consistent with those outlined in
Exhibit "C", in which case such applicable parties' satisfaction of all or any portion of the
criteria required to secure the Abatement shall be deemed satisfaction of the same
hereunder.
F. Relocation to and consolidation at the New Location will require
construction of an approximately 75,000 square foot facility (the "Project"). Company
has provided City staff with evidence of a financial gap between the costs of Company's
consolidation of operations at the New Location and costs of location at other sites
outside the City.
G. In order to encourage Company to consolidate the KXAS and Telemundo
regional administrative and production studio operations at the New Location, together
with other Affiliates, and to keep its current operations on the Land until Company is
ready to relocate to the New Location, the City has offered a twenty-five (25) year
economic development incentive consisting of (i) a one (1)-year real and personal
property tax abatement at the New Location, as governed by this Agreement, and (ii) an
Economic Development Program Grant Agreement that provides for the City to pay
twenty-four (24) annual economic development grants to Company, as authorized by
Chapter 380 of the Texas Local Government Code and governed by that certain
Economic Development Program Agreement by and between the City and Company, a
public document on file in the City Secretary's Office as City Secretary Contract No.
43284 (the "Economic Development Program Agreement").
H. Under the Sublease, Company is required to pay KDC's real property
taxes for the New Location and any improvements thereon. With respect to any portion
of the New Location not subleased to Company pursuant to the Sublease, NBCUniversal
will be required to pay KDC's real property taxes for the New Location and any
improvements thereon pursuant to a sublease or subleases or the Master Lease, as the
case may be, any of which shall include terms and conditions consistent with those
outlined in Exhibit "C." In order for the full tax abatement necessary to provide incentive
for the Project to be undertaken, which the City Council has previously found to be
Page 2
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
consistent with the City's desire to encourage development of the Zone, and to generate
economic development and increased employment opportunities in the City, the City has
been requested to grant an abatement on real property taxes for the New Location and
any improvements thereon as well as an abatement on taxes on tangible personal property
located at the New Location. Both KDC and Company have submitted applications for
tax abatement to the City concerning Project (the "Applications"), which Applications
are attached hereto as Exhibit "D" and hereby made a part of this Agreement for all
purposes.
L Section 312.204(a) of the Texas Tax Code permits the City to enter into a
tax abatement agreement with the owner of land to abate taxes on the value of the land and
improvements thereon, or of tangible personal property located on the land, or both.
Because Company (and other Affiliates at the New Location) will be permitted by KDC to
make improvements to the New Location in accordance with the Master Lease, and
because Company must meet certain employment and spending commitments in order for
the City to grant the full amount of abatement available hereunder, it is necessary that
Company be a party to this Agreement in addition to KDC.
J. The contemplated Project and the terms of this Agreement are consistent
with encouraging development of the Zone and generating economic development and
increased employment opportunities in the City, in accordance with the purposes for
creation of the Zone, and are in compliance with the Policy, the Ordinance and other
applicable laws, ordinances, rules and regulations.
K. The provisions of this Agreement, and the proposed use of the New
Location and nature of the Project, satisfy the eligibility criteria for commerciaUindustrial
tax abatement pursuant to Section 4.2 of the Policy.
L. Written notice that the City intends to enter into this Agreement, along with
a copy of this Agreement, has been furnished in the manner prescribed by the Code to the
presiding officers of the governing bodies of each of the taxing units that have jurisdiction
over the New Location,
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
Page 3
Tax Abatement Agreement behveen
City of Fort Worth, KDC 4805 hlvestments, L.P., and Station Venh�re Operations, LP (KXAS)
L INCORPORATION OF RECITALS.
The City Council has found, and the City, KDC and Company hereby agree, that
the recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
Abatement means the abatement of a percentage (not to exceed eighty-five
percent (85%)) of New Location Real Property Taxes and of New Location Personal
Property Taxes, calculated in accordance with this Agreement.
Affiliate means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Company. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Applications has the meaning ascribed to it in Recital H.
Central City means that area in the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state -designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG-
eligible block groups or enterprise zones, as well as any CDBG-eligible block in the
corporate limits of the City outside Loop 820, as more specifically depicted in the map of
Exhibit "E", attached hereto and hereby made a part of this Agreement for all purposes.
Central City Employment Commitment has the meaning ascribed to it in
Section 4.5.2.
Central City Resident means an individual whose primary residence is at a
location within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.1.
Code has the meaning ascribed to it in Recital B.
Company Records has the meaning ascribed to it in Section 4.11.
Completion Date means the date as of which a final certificate of occupancy has
been issued by the City for all of the occupiable improvements comprising the Project.
Page 4
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
Completion Deadline means September 30, 2013, subject to extension due to
force majeure pursuant to and in accordance with Section 17 hereof.
Construction Costs means actual site development and construction costs,
including interior and exterior work, directly -related contractor fees, costs of supplies and
materials, engineering fees, architectural and design fees, and permit fees, and
specifically excludes property acquisition costs.
Director means the director of the City's Housing and Economic Development
Department.
Economic Development Program Agreement has the meaning ascribed to it in
Recital G.
Effective Date has the meaning ascribed to it in Section 3.
First Full Operating Year means the first full calendar year following the year
in which the Completion Date occurs.
Fort Worth Certified M/WBE Company means a minority or woman -owned
business that has received certification as either a minority business enterprise (MBE), a
woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Texas Regional Certification Agency (NTRCA) and that has a principal business
office located within the corporate limits of the City that performs a commercially useful
function and that provides the services for which credit is sought under this Agreement.
Fort Worth Company means a business that has a principal office located within
the corporate limits %J the City that performs a commercially useful function and that
provides the services for which credit is sought under this Agreement.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.3.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
5.2.2.
Fort Worth -Dallas Call Sign means Company's visual and audio station
identification of itself wherein Fort Worth is listed or announced as the first community
served by any of Company's stations, e.g. "Fort Worth -Dallas," "Fort Worth -Dallas -
Arlington," "Fort Worth -Dallas Metroplex", etc.
Fort Worth Identification Commitment has the meaning ascribed to it in
Section 4.8.
Full-time Job means a job provided to one (1) individual by Company on the
Land for at least forty (40) hours per week.
Page 5
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
IKDC Construction Records has the meaning ascribed to it in Section 4.11.
Land has the meaning ascribed to it in Recital D.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.4.
M/WBE Construction Percentage has the meaning ascribed to it in Section
5.2.3.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.6.
New Location has the meaning ascribed to it in Recital E.
New Location Personal Property Taxes means ad valorem taxes on New
Taxable Tangible Personal Property that are assessed by the City. The taxable appraised
value of such New Taxable Tangible Personal Property will be established solely by the
appraisal district that has jurisdiction over the New Location,
New Location Real Property Taxes means ad valorem taxes on improvements
located at the New Location (and excluding any taxes on the land comprising the New
Location itself) that are assessed by the City, minus any taxes assessed by the City on any
improvements located at the New Location for the 2011 tax year, if any. The taxable
appraised value of such improvements will be established solely by the appraisal district
that has jurisdiction over the New Location,
New Taxable Tangible Personal Property means any personal property other
than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is
located at the New Location; (iii) is owned or leased by Company ; and (iv) was not
located in the City prior to the Effective Date of this Agreement.
4.5.1.
Ordinance has the meaning ascribed to it in Recital C.
Overall Construction Percentage has the meaning ascribed to it in Section 5.2.1.
Overall Employment Commitment has the meaning ascribed to it in Section
Overall Employment Percentage has the meaning ascribed to it in Section 5.2.4.
Policy has the meaning ascribed to it in Recital A.
Project has the meaning ascribed to it in Recital F.
Page 6
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
Second Full Operating Year means the second full year following the year in
which the Completion Date occurs.
Sublease has the meaning ascribed to it in Recital E.
Supply and Service Expenditures means those local discretionary expenditures
made by Company directly for the operation and maintenance of the Land, the New
Location, and any improvements thereon, excluding utility service costs.
Term has the meaning ascribed to it in Section 3.
Zone has the meaning ascribed to it in Recital C.
3. TERM.
This Agreement shall take effect on the date as of which the City, KDC and
Company all have executed this Agreement (the "Effective Date") and, unless
terminated earlier in accordance with its terms and conditions, shall expire on December
31 of the Second Full Operating Year (the "Term").
4. OBLIGATIONS AND COMMITMENTS OF THE PARTIES.
4.I. Real Property Improvements.
In accordance with the terms and conditions of this Agreement, by the
Completion Date KDC and/or Company shall have expended at least Eight Million
Dollars ($8,000,000.00) in Construction Costs for the Project. The Completion
Date must occur on or before the Completion Deadline, subject to extension due to
force majeure pursuant to and in accordance with Section 17 hereof.
4.2. Installation of Tangible Personal Property.
New Taxable Tangible Personal Property having a value of at least Eight
Million Dollars ($8,000,000.00) shall be placed by Company at the New Location
by January 1 of the First Full Operating Year, subject to extension due to force
majeure pursuant to and in accordance with Section 17 hereof. The value of such
New Taxable Tangible Personal Property will be determined solely by the
appraisal district having jurisdiction over the New Location at that time, as
reflected in the certified appraisal roll received by the City from such appraisal
district in the First Full Operating Year,
4.3. Construction Spending Commitment for Fort Worth Companies,
Page 7
Tax Abatement Agreement bet,veen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
By the Completion Date, KDC and/or Company shall have expended or
caused to be expended at least twenty-five percent (25%) of all Construction
Costs for the Project, regardless of the total amount of such Construction Costs,
with Fort Worth Companies (the "Fort Worth Construction Commitment").
4.4. Construction Spending Commitment for Fort Worth Certified
M/WBE Companies.
By the Completion Date, KDC and/or Company shall have expended or
caused to be expended at least twenty-five percent (25%) of all Construction
Costs for the Project, regardless of the total amount of such Construction Costs,
with Fort Worth Certified M/WBE Companies (the "MIWBE Construction
Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies
shall also count as dollars spent with Fort Worth Companies for purposes of
measuring the Fort Worth Construction Commitment outlined in Section 4.3,
4.5. Employment Commitments.
4.5.1. Overall Employment.
It is anticipated that Company will not be able fully to relocate all
of its employees to the New Location until some time during or after the
First Full Operating Year. Therefore, Company agrees that during the
First Full Operating Year, for so long as Company is operating from the
Land, Company will continue to provide and fill at least two hundred
(200) Full-time Jobs on the Land (the "Overall Employment
Commitment"). Determination of compliance with the Overall
Employment Commitment shall be based on Company's employment data
as of December 1 (or such other date as may mutually be acceptable to
both the City and Company) of the First Full Operating Year. The City
agrees that Company may evidence compliance with the above
requirements by providing a full listing of applicable employees using
such employee's company -specific identification numbers (referred to as
"SSO" numbers) along with street names and zip codes, but not including
any other personal information or data (such as street addresses or names).
Page 8
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
4.5.2. Employment Commitment for Central City Residents.
Company hereby commits to provide and fill at least twenty (20)
Full-time Jobs on the Land during the First Full Operating Year, but only
for so long as Company is operating from the Land, with Central City
Residents (the "Central City Employment Commitment"),
Determination of compliance with the Central City Employment
Commitment shall be based on Company's employment data as of
December 1 (or such other date as may mutually be acceptable to both the
City and Company) of the First Full Operating Year. Full-time Jobs held
by Central City Residents shall also count as Full-time Jobs for purposes
of measuring the Overall Employment Commitment outlined in Section
4.5.1. The City agrees that Company may evidence compliance with the
above requirements by providing a full listing of applicable employees
using such employee's company -specific identification numbers (referred
to as "SSO" numbers) along with street names and zip codes, but not
including any other personal information or data (such as street addresses
or names).
4.6. Supply and Service Spending Commitment for Fort Worth Certified
NI/WBE Companies.
Company hereby commits to expend during the First Full Operating Year
at least twenty-five percent (25%) of its Supply and Service Expenditures,
regardless of the total amount of such Supply and Service Expenditures, with Fort
Worth Certified M/WBE Companies (the "M/WBE Supply and Service
Spending Commitment").
4.7. Conveyance of Land.
4.7.1. Special Warranty Deed.
Company hereby agrees to convey the Land (together with all
improvements thereon, but not the mineral estate, collectively referred to
as the "Conveyed Property"), on or before March 30, 2014 (which
deadline shall be extended by each day of delay caused by force majeure),
to the City or another entity designated by the City, at no cost to the City
or such other entity; free and clear of any restrictions, liens or other
encumbrances except for ad valorem taxes for the current and all
subsequent years, and, to the extent the same are validly subsisting and
affect the Property, all zoning ordinances; utility district assessments and
standby fees; matters of public record; liens; leases; restrictive covenants;
easements; land use restrictions; grants, reservations, or leases of mineral
interests; property owners' association assessments and fees; and
maintenance fund liens, and the matters set forth on Exhibit "F41'
Page 9
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
attached hereto; and substantially in accordance with the special warranty
deed attached hereto as Exhibit "F" (as modified by the requirements of
Section 4.7.3below), which is hereby made a part of this Agreement for all
purposes.
4.7.2. Conveyance .
The City (and any other entity designated by the City to take title
to the Land) represents and agrees that it has inspected the Conveyed
Property and every part thereof, is fully acquainted with and satisfied with
the condition of the same, and shall accept title to the Conveyed Property
in its "as is" condition. COMPANY MAKES NO REPRESENTATION
OR WARRANTY WHATSOEVER CONCERNING THE CONDITION
OF THE CONVEYED PROPERTY OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE. COMPANY FURTHER SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTIES OF CONDITION OR
FITNESS FOR USE. As may be required by law, the parties agree that
this disclaimer of warranties is CONSPICUOUS. COMPANY SHALL
CONVEY TITLE TO THE CONVEYED PROPERTY TO THE CITY
(OR ITS DESIGNEE), AND THE CITY (OR ITS DESIGNEE) SHALL
ACCEPT TITLE TO THE CONVEYED PROPERTY IN "AS IS"
CONDITION.
4.7.3. Environmental.
4.7.3.1. Existin>s Environmental Reports.
The City (or its designee) acknowledges that
Company has provided VW City the environmental reports and
information relating to the Property that are identified and
described in Exhibit "G" attached hereto ("Environmental
Reports"). THE CITY ACKNOWLEDGES THAT COMPANY
HAS PROVIDED THE ENVIRONMENTAL REPORTS AS A
CONVENIENCE TO THE CITY AND THAT NEITHER THE
CITY (NOR ITS DESIGNEE) IS ENTITLED TO RELY UPON
THE ENVIRONMENTAL REPORTS. THE CITY FURTHER
ACKNOWLEDGES AND REPRESENTS THAT, ON THE
CONVEYANCE DATE, THE CITY (OR ITS DESIGNEE)
SHALL BECOME SOLELY LIABLE FOR ALL CONDITIONS
AND HAZARDOUS SUBSTANCES EXISTING ON THE
CONVEYED PROPERTY, WHETHER KNOWN OR
UNKNOWN BY THE CITY (OR ITS DESIGNEE), AND
WHETHER OR NOT SUCH CONDITIONS ARE DISCLOSED
IN THE ENVIRONMENTAL REPORTS OR HAVE BEEN
DISCOVERED BY THE CITY IN THE COURSE OF THE
CITY'S INVESTIGATION AND INSPECTION OF THE
Page 10
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
CONVEYED PROPERTY. It is expressly agreed that nothing
herein shall be deemed to preclude the City from making its own
environmental assessment of the Conveyed Property as provided in
subsection 4.7.3.2 below. The City acknowledges and agrees that
the submission of the Environmental Reports to the City are for
informational purposes only and COMPANY DOES NOT AND
SHALL NOT MAKE ANY REPRESENTATION OR
WARRANTY WHATSOEVER AS TO THE ACCURACY OF
THE INFORMATION CONTAINED IN THE
ENVIRONMENTAL REPORTS, THE COMPLETENESS OF
THE REPORTS, OR THE ENVIRONMENTAL OR ANY
OTHER CONDITION OF THE CONVEYED PROPERTY. The
City shall treat the Environmental Reports in a confidential manner
and shall not disclose the existence or any aspect of the
Environmental Reports to any third party without the prior written
approval of Company.
4.7.3.2. The City's Environmental Reports.
The City may, at its sole cost and expense, hire
qualified environmental consultants reasonably acceptable to
Company to make environmental assessments of the Conveyed
Property. The City's right to conduct such an environmental
assessment of the Property is conditioned upon the following:
(A) The City shall, prior to performing or causing to be
performed any investigatory or other work on or to the Conveyed
Property, submit a plan of the work to Company or Company's
designated agent or consultant for its approval, which approval
shall not be unreasonably withheld or delayed.
(B) The City acknowledges and agrees that the Environmental
Reports, and all findings, recommendations, opinions and
information derived from the City's independent environmental
assessment of the Conveyed Property, shall be deemed
"Confidential Information" and the City shall not disclose any
aspect of such Confidential Information to any third party without
the prior written approval of Company, except as required by the
Texas Public Information Act.
(C) The City shall notify Company of the results of the City's
environmental assessment of the Conveyed Property, and shall, at
Company's request, promptly deliver to Company copies of all
reports, documents and materials emanating therefrom.
Page I 1
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
(D) Where the assessment involves inspection, sampling and
testing activities on the Conveyed Property, Company and
Company's designated agent or consultant shall have the right to
be present at all environmental assessment activities, to review all
the assessment activities and to obtain split samples (at Company's
sole cost and expense), and to that end the City shall give
Company and Company's designated agent or consultant adequate
prior notice of such activities.
(E) Unless advised otherwise, all approvals and notifications
with respect to subparagraphs (A), (B), (C) and (D) above shall be
submitted to, obtained from or coordinated with Company.
4.7.3.3. The City's Release and Covenant Not To Sue.
AS AN INDUCEMENT TO, AND AS FURTHER
CONSIDERATION FOR, COMPANY AGREEING TO
CONVEY THE CONVEYED PROPERTY TO THE CITY (OR
ITS DESIGNEE) UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, THE CITY (AND ITS
)ESIGNEE) COVENANT AND AGREE THAT, UPON THE
CLOSING OF TITLE TO THE CONVEYED PROPERTY, THE
CITY (AND ITS DESIGNEE) SHALL FOREVER RELEASE
COMPANY AND COVENANT NOT TO SUE COMPANY,
COMCAST CORPORATION, GENERAL ELECTRIC
COMPANY OR ANY OF SUCH PARTIES' AFFILIATED
COMPANIES WITH RESPECT TO ANYTHING ARISING OUT
OF THE ENVIRONMENTAL OR ANY OTHER CONDITION
OF THE CONVEYED PROPERTY OR THE PRESENCE OF
HAZARDOUS SUBSTANCES (AS HEREINAFTER DEFINED)
IN, ON, UNDER, OR EMANATING FROM OR ONTO THE
CONVEYED PROPERTY, REGARDLESS OF WHETHER
SUCH ENVIRONMENTAL CONDITIONS OR THE
PRESENCE OF HAZARDOUS SUBSTANCES IS KNOWN OR
UNKNOWN BY THE CITY (OR SUCH DEIGNEE) AND
REGARDLESS OF WHETHER SUCH CONDITION IS SET
FORTH IN THE ENVIRONMENTAL REPORTS, OR THE
CITY'S OWN ENVIRONMENTAL REPORTS, THE
FOREGOING RELEASE AND COVENANT NOT TO SUE
SHALL APPLY TO ALL CLAIMS AT LAW OR IN EQUITY,
INCLUDING, BUT NOT LIMITED TO, CLAIMS OR CAUSES
OF ACTION FOR PERSONAL INJURY OR DEATH,
PROPERTY DAMAGE, STATUTORY CLAIMS UNDER
ENVIRONMENTAL LAWS AND CLAIMS FOR
CONTRIBUTION. THE DEED SHALL CONTAIN A RELEASE
AND COVENANT NOT TO SUE SPECIFICALLY
Page 12
Tax Abatement Agreement bet`veen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
INCORPORATING THE LANGUAGE OF THE FOREGOING
PROVISIONS.
4.7.3.4. The City's Release.
THE CITY COVENANTS AND AGREES TO
RELEASE COMPANY, COMCAST CORPORATION,
GENERAL ELECTRIC COMPANY OR ANY OF SUCH
PARTIES' AFFILIATED COMPANIES AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS, AND
TO HOLD HARMLESS SUCH PARTIES, FROM ANY AND
ALL CLAIMS, DEMANDS, JUDGMENTS, DAMAGES,
PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING
SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER
LOSSES, INCLUDING ATTORNEYS' AND/OR
CONSULTANTS' FEES, COURT COSTS AND LITIGATION
EXPENSES, IN CONNECTION WITH THE PRESENCE OR
SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES
IN, ON OR UNDER THE GROUND OR ANY BUILDING,
STRUCTURE, OR PAVED SURFACE, OR IN ANY
ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT
LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR
ON OR UNDER, OR EMANATING FROM THE CONVEYED
PROPERTY, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THIS RELEASE SHALL SPECIFICALLY
COVER COSTS INCURRED IN CONNECTION WITH ANY
CLAIM FOR PERSONAL INJURY AND/OR DEATH,
PROPERTY DAMAGE, INVESTIGATION OF SITE
CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL,
OR RESTORATION WORK REQUIRED BY ANY FEDERAL,
STATE, OR LOCAL GOVERNMENT AGENCY OR
POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE
OR SUSPECTED PRESENCE OF HAZARDOUS
SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY
ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR
PAVED SURFACE OR EMANATING THEREFROM. THE
RELEASE AND COVENANT NOT SUE SET FORTH HEREIN
SHALL BECOME EFFECTIVE AND ENFORCEABLE
AUTOMATICALLY UPON CLOSING OF TITLE, AND THE
CITY (AND ITS DEIGNEE) SHALL BE BOUND BY THEM,
REGARDLESS OF WHETHER OR NOT THE CITY (AND ITS
DEIGNEE) EXECUTES ANY SEPARATE INSTRUMENT AT
THE TIME OF CLOSING.
NOTWITHSTANDING ANY OTHER PROVISION
HEREIN, THE CITY DOES NOT INDEMNIFY OR ASSUME
Page 13
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
CIVIL OR CRIMINAL LIABILITY FOR ANY VIOLATIONS
OF ENVIRONMENTAL LAWS WHICH ARISE FROM ANY
ACTIONS OR OMISSIONS BY COMPANY FROM AND
AFTER THE DATE HEREOF AND PRIOR TO TRANSFER OF
TITLE TO THE CONVEYED PROPERTY.
4.7.3.5. Definitions in this Section.
As used herein, "Hazardous Substances" means
any substance which is toxic, ignitable, reactive, or corrosive or
which otherwise is regulated by or under "Environmental Laws".
The term "Environmental Laws" means federal, state and local
laws and regulations, judgments, orders and permits governing
safety and health and the protection of the environment, including,
but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq., as
amended (CERCLA), the Resource Conservation and Recovery
Act, as amended 42 U.S.C. 6901 et seq., the Clean Water Act, 33
U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the
Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe
Drinking Water Act, 42 U.S.C. 300f through 300j. "Hazardous
Substances" includes any and all materials or substances that are
defined as "hazardous waste", "extremely hazardous waste" or a
"hazardous substance" pursuant to state, federal or local law.
"Hazardous Substances" also includes asbestos, polychlorinated
biphenyls ("PCBs"), petroleum products.
4.7.4. Survival.
The provisions of and obligations set forth in Sections 4.7.2 and
4.7.3 shall survive the closing of title. However, the parties agree to
execute and exchange at the time of closing such further documentation of
the agreements herein contained as either party reasonably requests,
including, but not limited to, an agreement whereby the City shall reaffirm
the release, covenant not to sue and indemnifications regarding
environmental matters set forth above.
Page ] 4
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
4.8. Use of fort Worth -Dallas Can Sign.
Beginning January 1 of the First Full Operating Year and at all times
thereafter, Company will use the Fort Worth -Dallas Call Sign at least fifty percent
(50%) of the time that Company is required to identify itself, whether visually or
audibly, pursuant to and in accordance with applicable laws, rules or regulations,
including, but not limited to, Federal Communications Commission rules and
regulations (the "Fort Worth Identification Commitment"). Compliance with
the Fort Worth Identification Commitment will be determined from the proof of
performance affidavit and any other information submitted by Company in
accordance with Section 4.9.5. In the event that any applicable laws, rules or
regulations require Company to identify itself, whether visually or audibly, in
such a manner that Company cannot meet the Fort Worth Identification
Commitment, Company shall take all commercially reasonable steps, including,
but not limited to, the purchase of automated broadcast equipment, in order to
comply with the Fort Worth Identification Commitment,
4.9. Reports and Filings.
4.9.1. Plans for Use of Fort Worth Certified M/WBE Companies.
Within thirty (30) calendar days following the Effective Date or
prior to the submission of an application by or on behalf of KDC or
Company for a permit from the City to initiate any work on the Project
(including site work), whichever is earlier, KDC and Company will file
plans with the Director as to how KDC and Company intend to endeavor
to meet the M/WBE Construction Commitment. KDC and Company
agree to meet with the City's M/WBE Office as reasonably necessary for
assistance in implementing such plan and to address any concerns that the
City may have with such plan.
4.9.2. Construction Spending Reports.
4.9.2.1. Monthly Reports.
From the Effective Date until the Completion Date,
KDC and Company will provide the Director with monthly reports
in a form reasonably acceptable to the City that specifically outline
the then -current aggregate Construction Costs expended for the
Project as well as the then -current aggregate Construction Costs
expended for the Project with Fort Worth Companies and with Fort
Worth Certified M/WBE Companies. KDC and Company agree to
meet with the City's M/WBE Office as reasonably necessary for
assistance in meeting or exceeding the M/WBE Construction
Page I5
Tax Abatement Agreement bet`veen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venh�re Operations, LP (KXAS)
Commitment and to address any related concerns that the City may
have.
4.9.2.2. Final Construction Report.
Within forty-five (45) calendar days following the
Completion Date, in order for the City to assess whether the
requirements of Section 4.1 were met and the extent to which the
Fort Worth Construction Commitment and the M/WBE
Construction Commitment were met, KDC and Company will
provide the Director with a report in a form reasonably acceptable
to the City that specifically outlines (i) the total Construction Costs
expended for the Project, (ii) the total Construction Costs expended
with Fort Worth Companies for the Project, and (iii) the total
Construction Costs expended with Fort Worth Certified M/WBE
Companies for the Project, together with supporting invoices and
other documents reasonably necessary to demonstrate that such
amounts were actually paid, including, without limitation, final
lien waivers signed by the general contractor for the Project.
4.9.3. Employment Report.
On or before February 1 of the Second Full Operating Year, in
order for the City to assess the degree to which Company met the Overall
Employment Commitment and the Central City Employment Commitment
in the First Full Operating Year, Company shall provide the Director with
a report in a form reasonably acceptable to the City that sets forth the total
number of individuals and the total number of Central City Residents who
held Full-time Jobs on the Land for so long as Company was operating
from the Land, both as of December 1 (or such other date requested by
Company and reasonably acceptable to the City) of the First Full
Operating Year, together with reasonable supporting documentation. The
City agrees that Company may evidence compliance with the above
requirement by providing a full listing of applicable employees using such
employees' company -specific identification numbers (referred to as
"SSO" numbers) along with street names and zip codes, but not including
any other personal information or data (such as street addresses or names).
4.9.4. Supply and Service Spending Report.
On or before February 1 of the Second Full Operating Year, in
order for the City to assess the degree to which Company met the MlWBE
Supply and Service Spending Commitment in the First Full Operating
Year, Company shall provide the City with a report in a form reasonably
acceptable to the City that sets forth the aggregate Supply and Service
Page 16
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
Expenditures made during the First Full Operating Year with Fort Worth
Certified M/WBE Companies.
4.9.5. Call SirMn Reports.
Beginning with the first full calendar quarter following the
Effective Date and for each calendar quarter thereafter throughout the
Term of this Agreement, in order to measure the Fort Worth Identification
Commitment, Company will submit a proof of performance affidavit,
signed by an officer of Company and in a form reasonably acceptable to
both Company and the City, that sets forth the date and time of each
occasion in which Company identified itself, whether visually or audibly,
during the previous calendar quarter as well as the date and time of each
occasion in which Company identified itself using the Fort Worth -Dallas
Call Sign. Such affidavits shall be submitted quarterly on or before
February 15 (for any fourth calendar quarter), May 15 (for the first
calendar quarter), August 15 (for the second calendar quarter), and
November 15 (for the third calendar quarter).
4.9.6. General.
KDC and Company will supply any additional information
reasonably requested by the City that is pertinent to the City's evaluation
of compliance with each of the terms and conditions of this Agreement.
4.10. Inspections.
At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City shall have the right to
inspect and evaluate the Land, and any improvements thereon, and Company will
provide full access to the same, in order for the City to perform any due diligence
that the City, in the City's sole opinion, deems necessary as part of the acquisition
of the Land pursuant to Section 4.7 of this Agreement, but subject to the terms
and provisions of Section 4.7 above. At any time during KDC's and Company's
normal business hours throughout the Term and following reasonable notice to
CDC and Company, the City shall have the right to inspect and evaluate the New
Location, and any improvements thereon, and KDC and Company will provide
full access to the same, in order for the City to monitor compliance with the terms
and conditions of this Agreement. KDC and Company will cooperate fully with
the City during any such inspection and evaluation. Notwithstanding the
foregoing, KDC and/or Company shall have the right to require that any
representative of the City be escorted by a KDC or Company representative or
security personnel during any such inspection and evaluation. No access or
inspections shall interrupt production, taping or rehearsals.
4.11. Audits.
Page 17
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
The City will have the right throughout the Term to audit the financial and
business records of Company that relate to the Sublease, the Project and any other
documents to the extent necessary to evaluate compliance with this Agreement or
with the commitments set forth in this Agreement, including, but not limited to
construction documents and invoices (collectively, "Company Records"),
provided that such audits shall not take place more than one (1) time per year.
The City will also have the right for the period of six (6) months following receipt
by the City of the final construction spending report for the Project, as required by
Section 4.9.2.2, to audit the financial and business records of KDC to the extent
necessary to evaluate compliance with Sections 4.1, 4.3 and 4.4 of this
Agreement, including, but not limited to, construction documents and invoices
(collectively, "KDC Construction Records"). Any audit conducted by the City
shall be conducted during normal business hours and shall not unreasonably
interfere with the conduct of Company's or KDC's business operations.
Company shall make all Company Records and KDC shall make all KDC
Construction Records available to the City at the New Location or at another
location in the City acceptable to the parties following reasonable advance notice
by the City and shall both otherwise cooperate fully with the City during any
audit. Any such audits shall be conducted subject to a confidentiality agreement in
reasonable and mutually agreeable form and substance, with the understanding
that the City is subject to Chapter 552, Texas Government Code (also known as
the Texas Public Information Act),
4.12. Use of New Location.
The New Location shall be used for Company's KXAS and Telemundo
regional administrative and production studio operations at all times during the
Term of this Agreement and otherwise in a manner that is consistent with the
general purposes of encouraging development or redevelopment of the Zone.
4.13. Abatement Application Fee.
The City acknowledges receipt from Company of the required tax
abatement application fee of Five Thousand Dollars ($5,000.00). Of such
amount, Two Thousand Dollars ($2,000.00) is nonrefundable and shall be used by
the City for the purposes set forth in the Policy. If construction work under the
Project begins within one (1) year from the date of Company's Application, the
remaining Three Thousand Dollars ($3,000.00) of such fee shall be credited to
Company's benefit (or, if directed by Company, to KDC's benefit) against any
permit, impact, inspection or other lawful fee required by the City in connection
with the Project. If construction work under the Project does not begin within one
(1) year from the date of Company's Application, Company will not receive a
credit or refund of any portion of the fee.
Page 18
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion for the Project.
Within sixty (60) calendar days following receipt by the City of the final
construction spending report for the Project, as required by Section 4.9.2.2, and
assessment by the City of the information contained therein pursuant to Sections
4.10 and 4.11, if the City is able to verify that at least Eight Million Dollars
($8,000,000.00) in Construction Costs were expended for the Project by the
Completion Date and that the Completion Date occurred on or before the
Completion Deadline, the Director will issue KDC and Company a certificate
stating the aggregate amount of Construction Costs expended on the Project,
including amounts expended specifically with Fort Worth Companies and Fort
Worth Certified M/WBE Companies (the "Certificate of Completion"). The
Certificate of Completion will serve as the basis for determining whether the
requirements of Section 4.1 were met and the extent to which the Fort Worth
Construction Commitment and the M/WBE Construction Commitment were met.
5.2. Tax Abatement.
Subject to the terms and conditions of this Agreement, provided that (i)
the Sublease is in full force and effect at the time, at least Eight Million Dollars
($8,000,000.00) in Construction Costs were expended for the Project by the
Completion Date, and the Completion Date occurred on or before the Completion
Deadline, both as confirmed by the City in the Certificate of Completion issued
by the Director in accordance with Section 5.1, and (ii) New Taxable Tangible
Personal Property having a value of at least Eight Million Dollars ($8,000,000.00)
was in place at the New Location by January 1 of the First Full Operating Year
(subject to extension due to force majeure pursuant to and in accordance with
Section 17 hereof), as determined solely by the appraisal district having
jurisdiction over the New Location at that time and reflected in the certified
appraisal roll received by the City from such appraisal district in the First
Operating Year, the City will grant an Abatement in the Second Full Operating
Year. The amount of the Abatement will be a percentage of New Location Real
Property Taxes and of New Location Personal Property Taxes assessed by the
City in the Second Full Operating Year, which percentage (not to exceed eighty-
five percent (85%)) shall equal the sum of the Overall Construction Percentage,
the Fort Worth Construction Percentage, the M/WBE Construction Percentage,
and the Overall Employment Percentage, as defined in Sections 5.2.1, 5.2.2, 5.2.3
and 5.2.4, respectively, subject to reduction pursuant to and in accordance with
Sections 5.2.6 and 5.2.7, as follows:
5.2.1. Completion of Project (40%).
If (i) at least Eight Million Dollars ($8,000,000.00) in Construction
Costs for the Project were expended by the Completion Date, and the
Page 19
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
Completion Date occurred on or before the Completion Deadline, as
confirmed by the City in the Certificate of Completion issued by the
Director in accordance with Section 5.1, and (ii) New Taxable Tangible
Personal Property having a value of at least Eight Million Dollars
($8,000,000.00) was in place at the New Location by January 1 of the First
Full Operating Year (subject to extension due to force majeure pursuant to
and in accordance with Section 17 hereof), as determined solely by the
appraisal district having jurisdiction over the New Location at that time
and reflected in the certified appraisal roll received by the City from such
appraisal district in the First Operating Year, the City will grant a
percentage of the Abatement equal to forty percent (40%) (the "Overall
Construction Percentage"). Notwithstanding anything to the contrary
herein, if (i) at least Eight Million Dollars ($8,000,000.00) in Construction
Costs for the Project were not expended by the Completion Date; (ii) the
Completion Date did not occur on or before the Completion Deadline; or
(iii) New Taxable Tangible Personal Property having a value of at least
Eight Million Dollars ($8,000,000.00) was not in place at the New
Location by January 1 of the First Full Operating Year, the City shall
have, as its sole remedy, the right to terminate this Agreement pursuant to
Section 6.1, but neither Company nor KDC shall have any further liability
or exposure hereunder based upon such failure to meet such requirements.
5.2.2. Fort Worth Construction Cost Spending (Up to 20%).
A percentage of the Abatement will be based on the extent to
which the Fort Worth Construction Commitment, as outlined in Section
4.3, was met (the "Fort Worth Construction Percentage"). The Fort
Worth Construction Percentage shall equal the product of twenty percent
(20%) multiplied by the percentage by which the Fort Worth Construction
Commitment was met, which will be calculated by dividing the actual
Construction Costs expended for the Project by the Completion Date with
Fort Worth Companies by the number of dollars comprising the Fort
Worth Construction Commitment, as determined in accordance with
Section 4.3. For example, if the Fort Worth Construction Commitment is
$2,000,000.00 and only $1,600,000.00 in Construction Costs were
expended with Fort Worth Companies by the Completion Date, the Fort
Worth Construction Percentage would be 16% instead of 20% (or .20 x
[$1.6 million/$2 million], or .20 x .80, or .16). If the Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage will be twenty percent (20%).
5.2.3. Fort Worth M/WBE Construction Cost Spending (Up to 5%).
A percentage of the Abatement will be based on the extent to
which the M/WBE Construction Commitment, as outlined in Section 4.4,
was met (the "MIWBE Construction Percentage"). The M/WBE
Page 20
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
Construction Percentage shall equal the product of five percent (5%)
multiplied by the percentage by which the M/WBE Construction
Commitment was met, which will be calculated by dividing the actual
Construction Costs expended for the Project by the Completion Date with
Fort Worth Certified M/WBE Companies by the number of dollars
comprising the M/WBE Construction Commitment, as determined in
accordance with Section 4.4. For example, if the M/WBE Construction
Commitment is $2,000,000.00 and only $1,600,000.00 in Construction
Costs were expended with Fort Worth Certified M/WBE Companies by
the Completion Date, the M/WBE Construction Percentage would be 4%
instead of 5% (or .05 x [$1.6 million/$2 million], or .05 x .80, or .04). If
the M/WBE Construction Commitment is met or exceeded, the M/WBE
Construction Commitment will be five percent (5%).
5.2.4. Overall Employment (Up to 20%).
A percentage of the Abatement will be based on the extent to
which the Overall Employment Commitment, as outlined in Section 4.5.1,
was met (the "Overall Employment Percentage"). The Overall
Employment Percentage shall equal the product of twenty percent (20%)
multiplied by the percentage by which the Overall Employment
Commitment was met, which will be calculated by dividing the actual
number of Full-time Jobs provided on the Land in the First Full Operating
Year by two hundred (200), which is the number of Full-time Jobs
constituting the Overall Employment Commitment. For example, if only
one hundred eighty (180) Full-time Jobs were provided on the Land in the
First Full Operating Year, the Overall Employment Percentage would be
18% instead of 20% (or .20 x [180/200]), or .20 x .90, or .18. If the
Overall Employment Commitment is met or exceeded, the Overall
Employment Percentage will be twenty percent (20%).
5.2.5. No Offsets.
A deficiency in attainment of one commitment may not be offset
by the exceeding attainment in another commitment. For example, if
Company failed to meet the M/WBE Construction Commitment by
$5,000.00, but exceeded the Fort Worth Construction Commitment by
$5,000.00, the percentage of Abatement available hereunder would still be
reduced in accordance with Section 5.2.3 on account of Company's failure
to meet the M/WBE Construction Spending Commitment.
5.2.6. Reduction for Failure to Meet Central City Employment
Commitment.
If Company fails to meet the Central City Employment
Commitment, the Abatement otherwise available hereunder will be
Page 21
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
reduced by Five Hundred Dollars ($500.00) for each Full-time Job by
which the Central City Employment Commitment was not met.
5.2.7. Reduction for Failure to Meet M/WBE Supply and Service
Spending Commitment,
If Company fails to meet the M/WBE Supply and Service
Spending Commitment, the Abatement otherwise available hereunder will
be reduced by One Dollar ($1.00) for each dollar by which the M/WBE
Supply and Service Spending Commitment was not met.
6. DEFAULT, TERMINATION AND FAILURE TO MEET VARIOUS
DEADLINES AND COMMITMENTS.
6.1. Failure to Complete Project.
If (i) at least Eight Million Dollars ($8,000,000.00) in Construction Costs
for the Project were not expended by the Completion Date; (ii) the Completion
Date did not occur on or before the Completion Deadline; or (iii) New Taxable
Tangible Personal Property having a value of at least Eight Million Dollars
($8,000,000.00) was not in place at the New Location by January 1 of the First
Full Operating Year (subject to extension due to force majeure pursuant to and in
accordance with Section 17 hereof), as determined solely by the appraisal district
having jurisdiction over the New Location at that time and reflected in the
certified appraisal roll received by the City from such appraisal district in the First
Operating Year, the City shall have, as its sole remedy, the right to terminate this
Agreement by providing written notice to KDC and Company without further
obligation to KDC and Company hereunder, but neither Company nor KDC shall
have any further liability or exposure hereunder based upon such failure to meet
such requirements.
6.2. Termination of or Certain Amendments to Master Lease or Sublease.
If the Sublease expires or terminates at any time prior to January 1 of the
Second Operating Year or is amended at any time prior to January 1 of the
Second Operating Year so that Company is not required to pay or reimburse KDC
(through the Master Lease) all real property taxes for the New Location and any
improvements thereon, the City shall have the right, as its sole remedy, to
terminate this Agreement by providing written notice to KDC and Company
without further obligation to KDC and Company hereunder, but neither Company
or KDC shall have any further liability or exposure hereunder based upon such
failure to meet such requirements.
6.3. Failure to Submit Reports.
Page 22
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
If KDC or Company fails to submit any report or information to the City
pursuant to and in accordance with the provisions of Section 4.9, the City shall
notify KDC or Company, as the case may be, in writing. Company shall have
thirty (30) calendar days from the date of such notice to provide the City with any
such report or information in full. If the City has not received the report or
information in full within such thirty (30) calendar days, the City shall have, as its
sole remedy, the right to terminate this Agreement by providing written notice to
KDC and Company without further obligation hereunder, but neither Company
or KDC shall have any further liability or exposure hereunder based upon such
failure to meet such requirements.
6.4. Failure to Convey Land.
If Company fails to convey the Land to the City or another entity
designated by the City pursuant to and in accordance with Section 4.7 of this
Agreement, the City shall have, as its sole remedy, the right to terminate this
Agreement by providing written notice to KDC and Company without further
obligation hereunder, but neither Company nor KDC shall have any further
liability or exposure hereunder based upon such failure to meet such
requirements.
6.5. Failure to Pay City Taxes.
An event of default shall occur under this Agreement if any City taxes
owed by Company or an Affiliate or arising on account of Company's or an
Affiliate's operations on the Land or at the New Location become delinquent and
Company or the Affiliate does not either pay such taxes or properly follow the
legal procedures for protest and/or contest of any such taxes. In this event, the
City shall notify Company in writing and Company shall have thirty (30) calendar
days to cure such default. If the default has not been fully cured by such time, the
City shall have the right to terminate this Agreement immediately by providing
written notice to Company and shall have all other rights and remedies that may
be available to it under the law or in equity.
6.6. Violations of City Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
citation is issued to Company or an Affiliate due to the occurrence of a violation
of a material provision of the City Code at the New Location or on or within any
improvements thereon (including, without limitation, any violation of the City's
Building or Fire Codes and any other City Code violations related to the
environmental condition of the New Location; the environmental condition of
other land or waters which is attributable to operations at the New Location; or to
matters concerning the public health, safety or welfare) and such citation is not
paid or the recipient of such citation does not properly follow the legal procedures
for protest and/or contest of any such citation. An event of default shall occur
Page 23
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
under this Agreement if the City is notified by a governmental agency or unit with
appropriate jurisdiction that Company or an Affiliate, or any successor in interest
thereto; any third party with access to the New Location pursuant to the express or
implied permission of Company or an Affiliate, or any successor in interest
thereto; or the City (on account of the Project or the act or omission of any party
other than the City on or after the effective date of this Agreement) is declared to
be in violation of any material state or federal law, rule or regulation on account
of the New Location, improvements at the New Location or any operations
thereon (including, without limitation, any violations related to the environmental
condition of the New Location; the environmental condition of other land or
waters which is attributable to operations at the New Location; or to matters
concerning the public health, safety or welfare). Upon the occurrence of such
default, the City shall notify Company in writing, and Company shall have (i)
thirty (30) calendar days to cure such default or (ii) if Company has diligently
pursued cure of the default but such default is not reasonably curable within thirty
(30) calendar days, then such amount of time that the City reasonably agrees is
necessary to cure such default. If the default has not been fully cured by such
time, the City shall have, as its sole remedy under this Agreement (subject to the
last sentence of this Section 6.6.), the right to terminate this Agreement
immediately by providing written notice to Company, but neither Company nor
KDC shall have any further liability or exposure under this Agreement based
upon such violation. Notwithstanding the foregoing, nothing herein shall limit
any of the City's other rights or remedies against either Company or KDC,
separate and apart from this Agreement, that the City may have against such
applicable party related to a particular violation by such party, but without
reference to this Agreement and with the understanding that Company and KDC
are not to be considered jointly or severally liable for any such violation by mere
virtue of this Agreement.
6.7. Knowing Employment of Undocumented Workers.
KDC and Company acknowledge that the City is required to comply with
Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th
Texas Legislature), which relates to restrictions on the use of certain public
subsidies. KDC and Company each hereby certify for themselves
individually(and not the other certifying party) that they and any of their
branches, divisions, or departments, do not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.00](4) of the
Texas Government Code. In the event that KDC, Company, or any branch,
division, or department of KDC or Company, is convicted of a violation under 8
U.S.C. Section 1324a(l) (relating to federal criminal penalties and injunctions for
a pattern or practice of employing unauthorized aliens), subject to any appellate
rights that may lawfully be available to and exercised, Cofnpany, on behalf of
KDC and on its own behalf, shall, as the City's sole remedy for such violation
under this Agreement, repay, within one hundred twenty (120) calendar days
following receipt of written demand from the City, the amount of Abatement
Page 24
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
received hereunder, if any, plus Simple Interest at a rate of four percent (47o)
per annum based on the amount of Abatement received as of December 31 of
the tax year in which the Abatement was granted, but neither KDC nor Company
shall have any further liability or exposure hereunder based upon such violation.
For the purposes of this Section 6.7, mple Interest" is defined as a rate
of interest applied only to an original value, in this case the amount of Abatement.
This rate of interest can be applied each year, but will only apply to the amount of
the Abatement received and is not applied to interest calculated. For example, if the
aggregate amount of Abatement received is $10,000 and it is required to be paid
back with four percent (4%) interest five years later, the total amount would be
$101000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 6.7 does not
apply to convictions of any Affiliate of KDC or Company, any franchisees of KDC
or Company, or any person or entity with whom KDC or Company contracts.
Notwithstanding anything to the contrary herein, this Section 6.7 shall survive the
expiration or termination of this Agreement.
6.8. Failure to Use Fort Worth -Dallas Call Sign.
Notwithstanding anything to the contrary herein, if Company fails to meet
the Fort Worth Identification Commitment, for any reason, whether or not within
the -control of -Company, Company shall (as the City's sole remedy for such
failure) forfeit its right to receive the Abatement hereunder, but this Agreement
shall not be terminated nor shall such forfeiture cause the Economic Development
Program Agreement to be terminated.
6.9. Failure to Meet Construction Cost Spending, Employment, or Supply
and Service Spending Commitments.
If the Fort Worth Construction Commitment, the M/WBE Construction
Commitment, the Overall Employment Commitment, the Central City
Employment Commitment, or the M/WBE Supply and Service Spending
Commitment are not met, such event shall not constitute a default hereunder or
provide the City with the right to terminate this Agreement, but, rather, shall only
cause the percentage or amount of Abatement available pursuant to this
Agreement to be reduced in accordance with this Agreement.
6.10. Failure to Enter into Master Lease or Sublease.
If for any reason or no reason (i) KDC and NBCUniversal fail to enter into
the Master Lease on terms and conditions consistent with those outlined in
Exhibit "C" and otherwise in mutually agreed upon form and content or (ii)
NBCUniversal and Company fail to enter into the Sublease on terms and
conditions consistent with those outlined in Exhibit "C" and otherwise in
mutually agreed form and content, and KDC, NBCUniversal or Company notify
the City of the same, and, further, as a consequence, Company does not convey
Page 25
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venhire Operations, LP (KXAS)
the Land to the City pursuant to Section 4.7 hereof, such event shall not constitute
a default hereunder or provide the City with any other remedies under this
Agreement, law, equity or otherwise, it being understood that this Agreement
shall merely terminate as of the date of such notice and shall be of no further force
or effect thereafter.
6.11. General Breach.
Unless stated elsewhere in this Agreement, a default under this Agreement
shall occur if KDC or Company breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)
calendar days following provision to both parties of written notice from the City
referencing this Agreement (or, if KDC or Company has diligently and
continuously attempted to cure following receipt of such written notice but
reasonably requires more than thirty (30) calendar days to cure, then such
additional amount of time as is reasonably necessary to effect cure, as determined
by the parties mutually and in good faith), the City shall have the right to
terminate this Agreement immediately by providing written notice to both KDC
and Company.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that KDC and Company shall operate as
independent contractors in each and every respect hereunder and not as agents,
representatives or employees of the City. Company shall have the exclusive right to
control all details and dayAo-day operations relative to the Land and any improvements
thereon, and KDC and Company shall, in accordance with the Lease, have the exclusive
rights to control all details and dayAo-day operations relative to the New Location and
any improvements thereon, and shall be solely responsible for the acts and omissions of
their officers, agents, servants, employees, contractors, subcontractors, licensees and
invitees. KDC and Company acknowledge that the doctrine of respondeat superior will
not apply as between the City on one hand and KDC or Company, their officers, agents,
servants, employees, contractors, subcontractors, licensees, and invitees, on the other.
KDC and Company further agree that nothing in this Agreement will be construed as the
creation of a partnership or joint enterprise between the City on one hand and KDC or
Company on the other.
8. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
Page 26
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, THAT MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BYANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED
TO THE PROJECT, THE NEW LOCATION AND ANY OPERATIONS AND
ACTIVITIES THEREON, OR THE LAND AND ANY OPERATIONS AND
ACTIVITIES THEREON PRIOR TO CONVEYANCE PURSUANT TO AND IN
ACCORDANCE WITH SECTION 4.7; PROVIDED THAT COMPANY SHALL NOT
BE OBLIGATED TO INDEMNIFY THE CITYAND SUCH OTHER PARTIES FOR
(i) ANY ACTS OR OMISSIONS OF KDC OR KDC'S OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS, (ii) THE
FAILURE OF COMPANY OR KDC TO MEET ALL OR ANY PORTION OF THE
REQUIREMENTS IN THIS AGREEMENT THAT ARE NECESSARY IN ORDER
TO CONFER ANY ABATEMENT HEREUNDER, (iii) THE FAILURE OF KDC
AND NBCUNIVERSAL TO FINALIZE AND EXECUTE THE MASTER LEASE; (iv)
THE FAILURE OF NBCUNIVERSAL AND COMPANY TO FINALIZE AND
EXECUTE THE SUBLEASE; OR (v) ANY MATTERS RELATED TO THE LAND
OR COMPANY'S CONVEYANCE OF THE LAND TO THE CITY OR ITS
DESIGNEE,
KDC, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY
AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL
INJURY, INCLUDING DEATH, (COLLECTIVELY, "LOSS') THAT MAY ARISE
OUT OF OR BE OCCASIONED BY ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF KDC, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI) OR
SUBCONTRACTORS, DIRECTLYRELATED TO THE CONSTRUCTION OF THE
PROJECT THAT ACCRUES ON OR PRIOR TO THE COMPLETION DATE; THE
NEW LOCATION AND ANY OPERATIONS AND ACTIVITIES THEREON; OR
THE PERFORMANCE OF THIS AGREEMENT OTHERWISE, PROVIDED THAT
KDC SHALL NOT BE OBLIGATED TO INDEMNIFY THE CITY AND SUCH
OTHER PARTIES FOR (i) ANY ACTS OR OMISSIONS OF COMPANY OR
COMPANY'S OFFICERS, AGENTS, ASOCIATES, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS; (ii) ANY LOSS THAT ACCRUES AFTER THE
COMPLETION DATE; (iii) THE FAILURE OF KDC OR COMPANY TO MEET
ALL OR ANY PORTION OF THE REQUIREMENTS IN THIS AGREEMENT
THAT ARE NECESSARY IN ORDER TO CONFER ANY ABATEMENT
HEREUNDER; (iv) THE FAILURE OF KDC AND NBCUNIVERSAL TO
FINALIZE AND EXECUTE THE MASTER LEASE; OR (v) THE FAILURE OF
NBCUNIVERSAL AND COMPANY TO FINALIZE AND EXECUTE THE
Page 27
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
SUBLEASE. THIS INDEMNITY BY KDC SHALL SURVIVE THE COMPLETION
DATE FOR A PERIOD OF TWO (2) YEARS.
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other parry or address as either parry designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the City Attorney and
Housing/Economic Development Dept.
Director at the same address
KDC:
Company:
Station Venture Operations, LP (KXAS)
Attn: Tom Ehlmann, President and
General Manager
3900 Barnett St.
Fort Worth; TX 76103
with a copy to:
NBCUniversal Media, LLC
30 Rockefeller Plaza
New York, NY 10012
Attn: Law Department
Attu: Mr. William G. Guthrey
c/o KDC Real Estate Development and Investments
8115 Preston Road, Suite 700
Dallas, TX 75225
Page 28
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
with a copy to:
CentrePort Properties, Inc.
c/o AEW Capital Management, L.P.
World Trade Center East
Two Seaport Lane
Boston, MA 02210-2021
10. ASSIGNMENT AND SUCCESSORS.
KDC may assign, transfer or otherwise convey any of its rights or obligations
under this Agreement to any successor owner of the New Location without the prior
consent of the City Council without the consent of the City Council provided that (i) the
successor owner accepts and assumes the Master Lease; (ii) the Master Lease and the
Sublease continue to include provisions that comply with all conditions set forth in
Exhibit "C" hereof, and (iii) the successor owner executes a written instrument to the
benefit of both the City and Company under which such successor owner agrees to
assume and be bound by all covenants and obligations of KDC under this Agreement,
substantially in accordance with the form set forth in Exhibit "H", attached hereto and
hereby made a part of this Agreement for all purposes. Otherwise, KDC may not assign,
transfer or otherwise convey any of its rights or obligations under this Agreement without
the advance consent of the City Council. Any such attempted assignment without the City
Council's prior consent shall constitute grounds for termination of this Agreement, which
shall be effective ten (10) calendar days following receipt of written notice from the City to
KDC if such default has not been cured to the reasonable satisfaction of the City by such
time. Any lawful assignee or successor in interest of KDC of all rights under this
Agreement shall be deemed "KDC" for all purposes under this Agreement.
Company shall have the right to assign, transfer or otherwise convey any of its
rights or obligations under this Agreement to an Affiliate or any other entity that succeeds
to the ownership of the television station currently known as KXAS without the approval
of the City, provided that Company provides the City with written notice within thirty (30)
calendar days after the effective date of such assignment and the Affiliate or other
successor executes a written agreement with the City and KDC under which the Affiliate or
other successor agrees to assume and be bound by all assigned covenants and obligations of
Company under this Agreement. Otherwise, Company may not assign, transfer or
otherwise convey any of its rights or obligations under this Agreement to any other person
or entity without the prior consent of the City Council, which consent shall not be
unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor
and a finding by the City Council that the proposed assignee or successor is financially
capable of meeting the terms and conditions of this Agreement and (ii) prior execution by
the proposed assignee or successor of a written agreement with the City and KDC under
which the proposed assignee or successor agrees to assume and be bound by all covenants
and obligations of Company under this Agreement. Any attempted assignment that does
Page 29
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
not comply with this Section 10 shall constitute grounds for termination of this Agreement,
which shall be effective thirty (30) calendar days following receipt of written notice from
the City to Company if such default has not been cured to the reasonable satisfaction of the
City by such time. Any lawful assignee or successor in interest of Company of all rights
under this Agreement shall be deemed "Company" for all purposes under this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
13. 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, unless (i) any party can demonstrate that it would not have
entered into this Agreement without inclusion of that term or (ii) the exclusion of the
term fundamentally alters the balance of the rights and obligations of the parties. In the
circumstances referred to in (i) or (ii) above, the parties agree that they shall enter into
negotiations in good faith to agree to a substitute clause which achieves, so far as
possible, the objectives and effect of the unenforceable, invalid or illegal provision.
14. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
Page 30
Tax Abatement Agreement beriveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
15. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City, KDC and Company, and any lawful assign or successor thereof, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
17. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligation hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, or other circumstances which are reasonably beyond the
control of the party obligated or permitted under the terms of this Agreement to do or
perform the same, regardless of whether any such circumstance is similar to any of those
enumerated or not, the parry so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the time period applicable to
such requirement shall be extended for a period of time equal to the period such parry
was delayed. Notwithstanding anything to the contrary herein, it is specifically
understood and agreed that a failure to obtain adequate financing to complete the Project
shall not be deemed to be an event of force majeure and that this Section 17 shall not
operate to extend the Completion Deadline in such an event.
18. ESTOPPEL CERTIFICATES.
Any party hereto may request an estoppel certificate from another party so long as
the certificate is requested in connection with a bona fide business purpose. The
certificate shall include, but not necessarily be limited to, statements as to whether this
Agreement is in full force and effect, whether an event of default exists and, if so, the
nature of the 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 related matters reasonably requested. If requested, the party
receiving the request shall use reasonable efforts to execute the estoppel certificate within
thirty (30) days of the request.
Page 31
Tax Abatement Agreement behveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
19. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
In the event of any conflict between the body of this Agreement and the Applications, the
body of this Agreement shall control.
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
21. 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, KDC and Company, and any lawful assign and successor thereof, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code,
22. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
23. BONDHOLDER RIGHTS.
The Project will not be financed by tax increment bonds. This Agreement is
subject to the rights of holders of outstanding bonds of the City.
Page 32
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
24. CONFLICTS OF INTEREST.
Neither the New Location nor any improvements thereon 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 unit with jurisdiction in the Zone.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
Page 33
Tax Abatement Agreement behveen
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
CITY OF FORT WORTH:
y: 77;r , ;t"�
Fernando Costa
Assistant City Manager
Date: 6"7 9
APPROVED AS TO FORM AND LEGALITY:
3y: . 2-Z y
Peter Vaky
Deputy City Attorney
M&C: C-24973 06-14-11
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal
corporation organized under the laws of the State of Texas, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me
that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to
perform the same by appropriate resolution of the City Council of the City of Fort Worth
and that he executed the same as the act of the CITY OF FORT WORTH for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY BAND AND SEAL OF OFFICE this 14' day of
, 2012.
otary Public in and
�e State,of T,�as
Notary's Printed Name
EVONIA DANIELS
MY COMMISSION EXptgES
JWy 10, 2013
Page 34
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (KXAS)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
STATION VENTURE OPERATIONS,
LP, a Delaware limited partnership:
By: NBC Telemundo License, LLC,
a &01Ay limited liability company
and its general partner:
By:
Name:
Title. 7' c rs.s
Date: 17 b " 7
STATE O §
COUNTY Off- v
BEFORE ME, the undersigned authority on this da par orally ppeared � �
o
c' A % maa n 1 l re�� n ti e 1, C
^mot( 'rt Teienfidiad License,
LLC, the general partner of Station Venture Operations, L.P., known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that
s/he executed the same for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of Station Venture Operations, L.P.
GIVFIN UNDER MY HAND
�- day of
j
Notary Public in and for f �
the State of
Notary's Printed Name
AND SEAL OF OFFICE this
2012.
EXPt�I�
2gt3
Page 3�
Tax Abatement Agreement between
City of Fort Worth. KDC 4$OS Investments, L.P., and Station Venture Operations, LP {KXAS}
IBC 4805 INVESTMENTS, L.P., a
Texas limited partnership:
By: KDC 4805 Investments GP, LLC, a
Texas limited liability company, its
general partner
By: 77f,
Naive:
Title:
Date: ='t +,,' ux;�
STATE OF T� s §
COUNTY OF la 5§
BEFORE ME, the undersiz�;?ed authority, on this day personally appeared
,:)co1T- r (%'ce, Pl�� s,cl e v, of IDC 4805 Investments GP,
LLC, known to Inc to be the person whose name is subscribed to the foregoing instrument,
and acknowledged to me that s/he executed the same on behalf of KDC 4805 Investments,
L.P. for the purposes and considgratio>�<h� irl,expressed, in the capacity therein stated and
�' as the act and deed of d ! jI toJJct v ejm:h I D
GNEN UNDER MY HAND AND SEAL OF OFFICE this
(p day of
, .2 _ l 11 ✓1
Notary Public ' and for
the State of
lvotary's rrintea lvame
BARBARA B. DYE
Notary Public, State of Texas
My Commission Expires
January 18, 2016
Page 36
Tax Abatement Agreement between
City of Fort Worth, KDC 4805 Investments, L.P., and Station Venture Operations, LP (TEXAS)
EXHIBITS
—Description and Map Depicting the Land
"B" — Description and Map Depicting the New Location
"C" — Lease Abstract
"D" —Tax Abatement Applications
"E" — Map of Central City
"F" — Form of Special Warranty Deed
"F4" — Current Title Matters
"G" — Environmental Reports
"H" — Consent to KDC Assignment Form
Tax Abatement Agreement between
City of Fort Worth, KDC Development LLC, and Station Venture Operations, LP (KXAS)
EXHIBIT "A"
PROPERTY DESCRIPTION
all t' , : • • jxwaaw• + • • • f f • i ..
)eing part of te E. Johnson Su• No. 852 and being moreparticularly described as
• •
i 1i ••t f t . • • • � ; • f • • • w• a
he 83,80 acres. tract described in the deed to Caner Publications, Inc., recorded in Volume 2040,
"age 298 of f Tarrant • Deed va
It; —f 0•t
THENCE: N 00° 00' t 5" W, 630.50 feet to a galvanizedvoa;
THENCE: N 35° 30' 00" E, 865.00 feet to a gaivanized iron;
THENCE: N 88' 41' 00" E, 300.80 feet to a galvanized 'von in the West line of Barnett Avenue
North;
• .• • . • 1 a ...: • i � v• t « ,. a :• t �. • • i « • « :� •
i R AO feet to the PLACE OF 1 1 and contahtingacres
L Fr,FNn
❑ APPROXIMATE SUBJECT
PROPERTY BOUNDARY
FENCE
MAGNOLIA PIPELINE (AS MAPPED)
Site Plan
KXAS TV Station
3900 Barnett Street
Fort Worth, Texas 76103
EXHIBIT B
LEGAL DESCRIPTION OF NEW LOCATION
Being a 8.10 acre tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681,
Tarrant County, Texas and being a portion of 311.26 acres of land conveyed by deed to
Centreport Venture Inc., as recorded in Volume 10169, Page 1067 and Volume 13585,
Page 484, Deed Records, Tarrant County, Texas, and being more particularly described
as follows:
BEGINNING at a found 5/8 inch iron rod with Pate 5647 cap for corner, being the most
northerly point of a corner -clip with the south right-of-way line of F.A.A. Boulevard (a
variable width R.O.W.) and the west right -of --way line of Amon Carter Boulevard (a 150
foot R.O.W.);
THENCE South 45°13'26" East, leaving said south right -of --way line, a distance of 14.14
I
eet to a point for corner, said point being in the west right-of-way line of said Amon
Carter Boulevard;
THENCE South 00° 13'26" East, along said west right -of --way line, a distance of 709.40
feet to a point for corner;
THENCE South 89°52'16" West, leaving said west right -of --way line, a distance of
491.00 feet to a point for corner;
THENCE North 00° 13'26" West, a distance of 718.58 feet to a point for corner, said
point being in the future south right -of --way line of F.A.A. Boulevard;
THENCE North 89°46134" East, along said future south right -of --way line, distance of
481.00 feet to the POINT OF BEGINNING and CONTAINING 352,975 square feet,
8.10 acres of land, more or less.
curet aunt f ttr000 cexaLtt tszrvt
i
ZRD
D I I I m
4°
i
L. 1 I 'f
a i fi% r
a
4
F s
m=
'I
e �
mym �
� p o
4805 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
FAA BOULEVARD
po
9?
9QA
E
'
3
LEASE ABSTRACT
Lease: Lease Agreement between KDC 4805 Investments,
landlord, and NBCUniversal Media, LLC, as tenant.
Landlord: KDC 4805 Investments, L.P., a Texas limited partnership
Tenant: NBCUniversal Media, LLC, a Delaware limited liability company
Premises Address: Approximately 75,000 square feet of space located within a 8.1
acre parcel having an address of 4805 Amon Carter Blvd., Fort
Worth, Texas
Lease Term: 17 years
Rent Commencement: The date of Substantial Completion of the Landlord Work
Options to Extend: Two 5-year renewal options
Real Estate Taxes: All responsibility of Tenant
NOTE: Landlord and Tenant have agreed that the City of Fort Worth shall have the opportunity
to review the entire Lease, provide that all terms of the Lease except those set forth above shall
be kept confidential.
Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
GENERAL INFORMATION
1. Applicant Information:
Company Name: Station Venture Operations, LP (KYAS — TV)
Company Address: 3900 Barnett Street
City, State, Zip: Code Fort Worth, TX 76103
Contact Person (include title/position): Tom Ehlmann, President & General Manager
Telephone Number: 817-654-6464 ext. 6464
Mobile Telephone Number: 817-304-7182
Fax Number: 817-654-6586
E-mail address: tom.ehhnann@nbeuni.com
2. Project Site Information (if different from above):
Address/Locatione Approx 8.1 acre tract located at 4801 Amon Carter Blvd., Fort Worth, Texas 76155
3. Development requests that will be sought for the project (check all that apply).
A. Replat:
B. Rezoning: Current zoning: Requested zoning:
C. Variances, If yes, please describe:
D. Downtown Design Review Board:
E. Landmark Commission:
4. Incentive(s) Requested:l A Chapter 380 Economic Development Program Grant for 25 years at
85%
5. Specify elements of project that make it eligible for the requested incentive(s):
meets
the minimum $5 Million investment threshold and the project has a financial gap that needs
to be tilled in order to accomplish the development. The station has a long 60+ year history as a
Fort Worth Institution and the desire is to stay in the limits of Fort Worth, but relocate toward the
middle of the Fort Worth/Dallas Metroplex in order to effectively cover the area.
6. Do you intend to pursue abatement of:
County Taxes? 0 Yes
❑ No
7. What level of abatement will you request: Years? 10 }rears Percentage? 60%
1 Please see Incentive Policy for a list of incentives.
Page 2 of 7
PROJEC? INFORMATION
For real estate projects, please include below the project concept, project benefits and how the project
relates to existing community plans. A real estate project is one that involves the construction or
renovation of real property that will be either for lease or for sale. Any incentives given by the City should
be considered only "gap" financing and should not be considered a substitute for debt and equity.
However, the City is under no obligation to provide gap financing just because a gap exists. In order
for a property owner/developer to be eligible to receive incentives and/or tax abatement for a project, the
property owner/developer:
A. Must complete and submit this application and -the application fee to the City;
B. Owner/developer or owner/developer's principals must not be delinquent in paying property
taxes for any property owned in Fort Worth;
C. Owner/developer or owner/developer's principals must not have ever been subject to the City
of Fort Worth's Building Standards Commission's Review;
D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens
filed against any other property owned by the applicant property owner/developer. "Liens"
includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and
paving liens.
For business expansion projects2, please include below services provided or products manufactured, major
customers and locations, etc. For business expansion project involving the purchase and/or construction of
real estate, please answer all that apply.
8. Type of Project: Residential X Commercial/Industrial Mixed -use
9. Will this be a relocation? No X Yes If yes, where is the company currently located?
3900 Barnett, Fort North, TX 76103
10. Project Description
A. Please provide a brief description of the project
An approximate 75,000 square foot single story, Mission Crcal office bung and television
production building that will house the area business unites of NBCUniversal specifically KXAS cec
'' A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort
Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing.
Page 3 of 7
ECD092705
Telemundo regional administrative and production studio operations. The site will have a broadcast
tower and also a satellite dish farm for their operations. It will also have a gated and controlled
parking area for the broadcast trucks and other company vehicles.
B. Real Estate Development
1. Current Assessed Valuation of: Land $ Improvements: $NA as not developed
2. New Development or Expansion (please circle one):
Size 75,000 sq. ft.Cost of Construction $8,000,000
3. For mixed -use projects, please list square footage for each use
4. Site Development (parking, fencing, landscaping, etc.):
Type of work to be done: Parking at 1/1000 parking ra#io with some fencing to protect
satellite dishes as well as gates and fencing for production vehicles. There will be 30
and SQ' landscape setbacks on FAA and Amon Garter Blvd.
Cost of Site Development $
C. Personal Properiy &Inventory
1. Personal Property:
• Cost of equipment, machinery, furnishing, etc: $B4OOO,OOQ
• Purchase or lease?: Purchase
2. Inventory &Supplies:
• Value of: Inventory $ NA Supplies $ NA
• Percent of inventory eligible for Freeport exemption (inventory, exported from Texas
within 175 days): 0%
11. Employment and Job Creation:
A. During Construction
1. Anticipated date when construction will start? Q3 2010
2. How many construction jobs will be created?
3. What is the estimated payroll for these jobs?
Page 4 of 7
ECD09270>
B. From Development
1. How many persons are currently employed 1 200
2. What percent of current employees above are Fort Worth residents? 20%
3. What percent of current employees above are Central City residents?
4. Please complete the following table for new jobs to be created from direct hire by
applicant.
First Year
B Fifth Year
B Tenth Year
Total Jobs to be Created
-0-
-0-
-�-
-0-
-0-
-0-
Less Transfers*
Net Jobs
% of Net Jobs to be filled by
NA
NA
NA
Fort Worth Residents
% of Net Jobs to be filled by
NA
NA
NA
Central City Residents
* If any employees will be transferring, please describe from where they will be
transferring.
Miirimum of 80 jobs and a Maximtnn of 120 jobs corning from the Dallas NBCUniversal
locaiion
Please attach a description of the jobs to be created, tasks to be performed for each and
wage rate for each classification. NA
5. Does the applicant provide the following benefits:
� Retirement
® Health
0 Dental
[ l Domestic Partner
6. Please describe any ancillary (not direct hire by applicant) job creation that will occur as a
result of completing this project. NA
Page 5 of 7
ECD093705
1I Local Commitments:
A. During Construction
l . What percent of the construction costs described in question 11 above will be committed to:
• Fort Worth businesses? 2>%
• Fort Worth Certified Minority and Women Business Enterprises? 25%
B. Far Annual Supply &Service Needs
Regarding discretionary supply and service ex ep nses3 (i.e. landscaping, office or manufactl�ring
supplies, janitorial services, etc.):
l . What is the annual amount of discretionary supply and service expenses? 54001c
2. What percentage will be committed to Fort Worth businesses? TBD
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises? TBD
DISCLOSURES
13. Is any person or firm receiving any form of compensation, commission or other monetary
benefit based on the level of incentive obtained by the applicant from the City of Fort
Worth? If yes, please explain and/or attach details.
Nfl
14. These documents must be submitted prior to City Staff review of the application:
a} Attach a site plan of the project. Attached
b) Explain why incentives are necessary for the success of this project. Include a business
pro -forma or other documentation to substantiate your request. Alternative would be to
move out of Fort Worth.
c) Describe any environmental impacts associated with this project. No negative impacts,
but the facility will be LEED certified providing a positive environmental impact and
image for the community
d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be
constructed as part of this project. Still working on getting
e) Describe any direct benefits to the City of Fort Worth as a result of this project. Adding
80420 jobs in Fart Worth, acquiring property at 3900 Barnett, increase employee
spending in fort worth additional employees, at least S21MM of the construction contract
given to Fort Worth businesses.
s Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a
national purchasing contract.
Page 6 of 7
ECD09?705
fj Attach a legal description or surveyor's certified metes Sk bounds description. Attached
g) Attach a copy of the most recent property tax statement from the appropriate appraisal
district for all parcels involved in the project. Attached for current location
h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks
to be performed for each, and wage rate for each classification. NA
i) Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance, day care provisions, etc.)
including portion paid by employee and employer respectively. Attached
j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. Still
working on getting
k) Attach a listing of the applicant's Board of Directors, if applicable. NA — It is a limited
partnership and acts through its general partner, NBC Telemundo License LLC
1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all
Fort Worth properties owned by each. Attached
On behalf of the applicant, I certify the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current
Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the
guidelines and criteria stated therein.
Tom Ehlmann President and General Manager
Printed Name _ _ Title
Signature
Page 7 of 7
ECD09270>
City of Fort Worth
Incentive Application
Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
Incentive Application
GENERAL INFORMATION
1. Applicant Information:
Company Name: Station Venture Operations, LP (KXAS — TV) will be the Tenant of CentrePort
Properties, Inc.
Company Address: C/O KDC Real Estate Development and Investments, 8115 Preston Road, Suite
700, Dallas, Texas 75225
Contact Person (include title/position): Attn: Bill Guthrey, SVP and Agent for CentrePort Properties,
Inc.
Telephone Number: 214-696-7820
Mobile Telephone Number: 214-755-8300
Fax Number: 214-373-3108
E-mail address: bill. ug threy@kdc.com
2. Project Site Information (if different from above):
Address/ Location: Approximate 8.1 acre tract located at 4801 Amon Carter Blvd., Fort Worth, Texas
76155
3. Development requests that will Ue sought for the project (check all that apply):
A. Replat:
B. Rezoning: Current zoning:
C. Variances. If yes, please describe:
D. Downtown Design Review Board:
E. Landmark Commission:
Requested zoning:
4. Ineentive(s) Requested:l Per Station Venture Operations' application
5. Specify elements of project that make it eligible for the requested incentive(s):
� Please see Incentive Policy for a list of incentives.
Page 2 of 7
Pet• Station Venture Operations' application
6. Do you intend to pursue abatement of:
County Taxes? ❑� Yes
❑ No
7. What level of abatement will you request: Years? Percentage? Per Station Venture
Operations' application
PROJECT INFORMATION
For real estate projects, please include below the project concept, project benefits and how the project
relates to existing community plans. A real estate project is one that involves the construction or
renovation of real property that will be either for lease or for sale. Any incentives given by the City should
be considered only "gap" financing and should not be considered a substitute for debt and equity.
However, the City is under no obligation to provide gap financing just because a gap exists. In order
for a property owner/developer to be eligible to receive incentives and/or tax abatement for a project, the
property owner/developer:
A. Must complete and submit this application and the application fee to the City;
B. Owner/developer or owner/developer's principals must not be delinquent in paying property
taxes for any property owned in Fort Worth;
C. Owner/developer or owner/developer's principals must not have ever been subject to the City
of Fort Worth's Building Standards Commission's Review;
D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens
filed against any other property owned by the applicant property owner/developer. "Liens"
includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and
paving liens.
For business expansion projects2, please include below services provided or products manufactured, major
customers and locations, etc. For business expansion project involving the purchase and/or construction of
real estate, please answer all that apply.
8. Type of Project: Residential _X_ CommerciaUlndustrial Mixed -use
a A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort
Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing.
Page 3 of 7
ecDn9z7ns
9. Will this be a relocation? No _X Yes If yes, where is the company currently
located?
10. Project Description
A. Please provide a brief description of the proiect
An approximate 757000 square foot single story, Mission Critical office building and television
production building that will house the KXAS Telemundo regional administrative and production
studio operations. The site will have a broadcast tower and also a satellite dish farm for their
operations. It will also have a gated and controlled parking area for the broadcast trucks and other
company vehicles.
B. Real Estate Development
L Current Assessed Valuation of: Land $ Improvements: $NA as not
developed
2. New Development or Expansion (please circle one):
Size 75,000 sq. ft.Cost of Construction $8,000,000
3. For mixed -use projects, please list square footage for each use
4, Site Development (parking, fencing, landscaping, etc.):
Type of work to be done: Parking at 4/1000 parking ratio with some fencing to protect
satellite dishes as well as gates and fencing for production vehicles. There will be 30'
and 50' landscape setbacks on FAA and Amon Carter Blvd.
Cost of Site Development $
Page 4 of 7
ECD092705
C. Personal Property & Inventory per Station Venture Operations' Uplication
1. Personal Property:
• Cost of equipment, machinery, furnishing, etc.
Purchase or lease`?,
2. Inventory &Supplies:
• Value of: Inventory $ Supplies $
• Percent of inventory eligible for Freeport exemption (inventory, exported from Texas
within 175 days) %
11. Employment and Job Creation:
A. During Construction
1. Anticipated date when construction will start?
2. How many construction jobs will be created?
3. What is the estimated payroll for these jobs?
B. From Development
1. How many persons are currently employed`?
2. What percent of current employees above are Fort Worth residents?
3. What percent of current employees above are Central City residents?
4. Please complete the following table for new jobs to be created from direct hire by
applicant.
First Year
B Fifth Year _
B Tenth Year
Total Jobs to be Created
Less Transfers*
Net Jobs
% of Net Jobs to be filled by
Fort Worth Residents
% of Net Jobs to be filled by
Central City Residents
* If any employees will be transferring, please describe from where they will be
transferring.
Page 5 of 7
F.CD092705
5. Please attach a description of the jobs to be created, tasks to he performed for each and
wage rate for each classification.
6. Docs the applicant provide the following benefits:
❑ Retirement
❑ Health
❑ Dental
❑ Domestic Partner
7. Please describe any ancillary (not direct hire by applicant) job creation that will occur as a
result of completing this project.
12. Local Commitments:
A. During Construction
1. What percent of the construction costs described in question l l above will he committed to:
e Fort Worth businesses?
� Fort Worth Certified Minority and Women Business Enterprises?
B. For Annual Supply � Service Needs
%
Regarding discretionary upply and setIIice expenses3 (i.e, landscaping, office or manufacturing
supplies, janitorial services, etc.):
1. What is the annual amount of discretionary supply and service expenses? $
2. What percentage will be committed to Fort Worth businesses?
3 Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a
national purchasing contract.
Page 6 of ?
PCDl7y2705
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises?
DISCLOSURES
13. 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 8 If yes, please explain and/or attach details.
14. These documents must be submitted prior to City Staff review of the application:
a) Attach a site plan of the project.
b) Explain why incentives are necessary for the success of this project. Include a business
pro -forma or other documentation to substantiate your request.
c) Describe any environmental impacts associated with this project.
d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be
constructed as part of this project.
e) Describe any direct benefits to the City of Fort Worth as a result of this project.
f) Attach a legal description or surveyor's certified metes & bounds description.
g) Attach a copy of the most recent property tax statement from the appropriate appraisal
district for all parcels involved in the project.
h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks
to be performed for each, and wage rate for each classification.
i) Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance, day care provisions, etc.)
including portion paid by employee and employer respectively.
j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies.
k) Attach a listing of the applicant's Board of Directors, if applicable.
1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all
Fort Worth properties owned by each.
On behalf of the applicant, I certify the information contained in this application, including all
attachments to be true and correct, I further certify that, on behalf of the applicant, I have read the current
Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the
guidelines and criteria stated therein.
'l1 'a w, � GHT� ✓�.� ��t�'11% �h� ���� �ro�'J���
Printed Name
Signature
Date
Page 7 of 7
F CD092705
SPECIAL WARRANTY DEED
DATE:
GRANTOR: STATION VENTURE OPERATIONS, LP
GRANTOR'S MAILING ADDRESS: 30 Rockefeller Plaza, New York, New York 10112
GRANTEE:
GRANTEE'S MAILING ADDRESS:
CONSIDERATION: Ten Dollars and and other good and valuable consideration.
PROPERTY (including any improvements):
See attached Exhibit "A", attached hereto and incorporated herein for all purposes
RESERVATIONS FROM CONVEYANCE:
For Grantor and Grantor's heirs, successors, and assigns forever, a reservation of all oil, gas, and other minerals
in and under and that may be produced from the Property, however Grantor hereby waives any and all rights to
conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct
houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to
existing production or an existing lease, this reservation includes the production, the lease, and all benefits from
it, provided that the lessee under such existing lease waives all rights conduct drilling, mining, exploratory and
producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or
similar structures thereon. The right to produce the oil, gas, hydrocarbons and any other minerals under the
Property shall be exercised by conducting all such exploring, mining, drilling and producing operations on lands
other than the Property.
EXCEPTIONS TO CONVEYANCE AND WARRANTY:
This conveyance is given and accepted subject to any and all of the following matters: ad valorem taxes for
the current and all subsequent years, and, to the extent the same are validly subsisting and affect the
Property, all zoning ordinances; utility district assessments and standby fees; matters of public record;
liens; leases; restrictive covenants; easements; land use restrictions; grants, reservations, or leases of
mineral interests; property owners' association assessments and fees; and maintenance fund liens, and the
matters set forth on Exhibit `B" attached hereto.
Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to
Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the
rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs,
successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever
defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under
Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and
Warranty.
When the context requires, singular nouns and pronouns include the plural.
GRANTOR
STATION VENTURE OPERATIONS, LP
sy:
GRANTEE:
THE CITY OF FORT WORTH. Approved as to Form and Legality:
a home -rule municipality
After Recording Please send to:
Assistant City Attorney
2
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared ,known to me
to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same as the act and deed and on behalf of the , a
corporation of the State of Texas, for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2011.
Notary Public
THE STATE OF TEXAS �
COUNTY OF TARRANT §
Before me, the undersigned authority, on this day personally appeared ,
of , general partner for , a Texas
limited partnership known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same is the act of , and that he/she executed
the same as its General Partner and as the act of such limited partnership and for the purposes and considerations
expressed in the foregoing instrument.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2011.
Notary Public
3
Exhibit "A"
Property
Exhibit "B"
Old Republic National Title Insurance Company
400 Second Avenue South
Minneapolis, MN 55401
w OLD REPUBLIC Ano .u.nnxissuFacFcoaeA.NZ
Commitment For Title Insurance
Issued through the Office of:
Old Republic National Title Insurance Company
4006 Belt Line Road, Suite 120
Addison, TX 75001-5802
Phone: 972455-6700
COMMITMENT ROR TITLE INSURANCE (EFr);CTIVE I I/1/2009) Page I of 5
* COMMITMENT FOR TITLE INSURANCE
Issued by
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND
THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A. AND OUR AUTHORIZED REPRESENTATIVE
HAS COUNTERSIGNED BELOW.
We (Old Republic National Title Insurance Company) will issue our title insurance policy or policies (the Policy) to
You (the proposed insured) upon payment of the premium and other charges due, and compliance with the
requirements in Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of
Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated
premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such
as recording fees, and expedited delivery expenses.
This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue
the Policy is our fault. Oui liability and obligations to you are under the express terms of this Commitment and end
when this Commitment expires.
Issued through the Office of
Old
tE INSURANCE COMPANY
gy fi President
► % V
00
' , �n �
Attest �' b ta�dv cC Secretary
ffffffff«A
COMMITMENT FOR TITLE INSURANCE (EFFECTIVE i 1/il2009) Page 2 of 5
CONDITIONS AND STIPULATIONS
1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not
shown in Schedule B, you must notify us in writing. It you do not notify us in writing, our liability to you is ended or
reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we
may amend Schedule B, but we will not be relieved of liability already incurred.
2. Our Liability is only to you, and others who are included in the definition of Insured in the Policy to be issued. Our liability
is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the
interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to
the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, Exceptions and Exclusions.
IMPORTANT NOTICE
FOR INFORMATION, OR
TO MAKE A COMPLAINT
CALL OUR TOLL -FREE TELEPHONE NUMBER
1-888-678-1700
ALSO
YOU MAY CONTACT
THE TEXAS DEPARTMENT
OF INSURANCE AT
1-800-252-3439
to obtain information on
I. filing a complaint against an insurance
company or agent,
2. whether an insurance company or agent is
licensed,
3. complaints received against an insurance
company
4. policy holder rights, and
5. a list of consumer publications and services
available through the Department.
YOU MAY ALSO WRITE TO
THE TEXAS DEPARTMENT OF INSURANCE
P. 0. BOX 149104
AUSTIN, TEXAS 78714-9104
FAX NO. (512) 305-7426
AVISO IMPORTANTE
PARA INFORMACION, 0
PARA SOMETER UNA QUEJA
LLAME AL NUMERO GRATIS
1-888-678-1700
TAMBIEN
PUEDE COMUNICARSE CON
EL DEPARTAMENTO DE SEGUROS
DE TEXAS AL
1-800-252-3439
pars obtener informacion sobre:
1. 1 . como someter una queja en contra de una
compania de seguros o agente de seguros,
2. si una comapnia de seguros o agente de
seguros tiene licencia,
3. quejas recibidas en contra de una comapnia
seguros o agente de seguros,
4. los derechos del asegurado, y
5. una lista de publicaciones y servicios para
consumidores disponibles a traves del
Departamento.
TAMBIEN PUEDE ESCRIBIR AL
DEPARTAMENTO DE SEGUROS DE TEXAS
P. 0. BOX 149104
AUSTIN, TEXAS 78714-9104
FAX NO. (512) 305-7426
COMMITMENT FOR TITLE INSURANCE (EFFECTIVE 11/1/2009) Pagc 3 of 5
TEXAS TITLE INSURANCE INVORMATION
Title insurance insures you against loss resulting from certain
risks to your title.
The Commitment for Title Insurance is tlIV title insurance
company's promise to issue the title insurance policy. The
Commitment is a legal document. You should review it
carefully to completely understand it before your closing date.
EI seguro de titulo le asegura en relacion a perdidas
resultantes de ciertos riesgos que pueden afectar el titulo de su
propiedad.
El Compromiso para Seguro de Titulo es la promesa de la
Campania aseguradora de titulos de emitir la poliza de seguro
de titulo. El Compromiso es un documento legal. Usted debe
leerlo cuidadosamente y entenderlo completamente antes de la
fecha para finalizar su transaccion.
Your Commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a
contract to issue you a policy subject to the Commitment's terms and requirements.
Before issuing a Commitment for Title Insurance (tlie Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the
Company) determines whether the title is insurable. This determination has already been made. Part of that determination involves the Company's
decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached
Commitment as Exceptions. Other risks are stated in the Policy as Exclusions. These risks will not be covered by the Policy. The Policy is not an
abstract of title nor does a Company have an obligation to determine the ownership of any mineral interest.
-MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to insure title unless there is an
exclusion or an exception as to Mineral and Mineral Rights in the Policy. Optional endorsements insuring certain risks involving minerals, and the
use of improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. If the title insurer issues the
title policy with an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements, ensure that the
purchaser has title to the mineral rights related to the surface estate.
Another part of the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the
Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown in
Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land.
When your Policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below.
- EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown
on Schedule B or discussed in Schedule C of the Commitment. They can also be added it you do not comply with the
Requirements section of the Commitment. When the Policy is issued, all Exceptions will be on Schedule B of the Policy.
- EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or
discussed in the Commitment.
- CONDITIONS are additional provisions that quality or limit your coverage. Conditions include your responsibilities and those
of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not
the same as the Commitment Conditions.
You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at 1488-678-I 170
or by calling the title insurance agent that issued the Commitment. The Texas Department of Insurance may revise the policy form from time to time.
You can also get a brochure that explains the policy from the Texas Department of Insurance by calling I-800-252-3439.
Before the Policy is issued, you may request changes in the policy. Some of the changes to consider are:
- Request amendment of the area and boundary" exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey,
On the Owner Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the Company, your Policy will
insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of
improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in
the Policy.
- Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title
insurance agent may inspect the properly. The Company may except to and not insure you against the rights of specific persons, such as
renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make
your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy.
COMMITMENT FOR TITLE INSURANCE (EFTECTIVE 11/I/2009) I'agc 4 of 5
The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless
you want to increase your coverage at a later• date and the Company agrees to add an Increased Value Endorsement.
C0,14MITMENT rOR TITLE INSURANCE (ErFEC1'IVE 11/1/2009) Pagc S of 5
COMMITMENT FOR TITLE INSURANCE
SCHEDULE A
Effective Date: November 1512011, 8:00 am G.F. No. or File No. 5141000319
Commitment No. issued: December 5, 2011,
(if applicable)
1. The policy or policies to be issued are:
(a) OWNER'S POLICY OF TITLE INSURANCE (Form T.1)
(Not applicable for improved one -to -four family residential real estate)
Policy Amount:
PROPOSED INSURED:
(b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE -
ONE -TO -FOUR FAMILY RESIDENCES (Form T-IR)
Policy Amount:
PROPOSED INSURED:
(c) LOAN POLICY OF TITLE INSURANCE (Form T-2)
Policy Amount:
PROPOSED INSURED:
Proposed Borrower:
(d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R)
Policy Amount:
PROPOSED INSURED:
Proposed Borrower:
(e) -LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13)
Binder Amount:
PROPOSED INSURED:
Proposed Borrower:
(f) OTHER
Policy Amount:
PROPOSED INSURED:
2. The interest in the land covered by this Commitment is: Fee Simple
3. Record title to the land on the Effective Date appears to be vested in:
Station Venture Operations, LP
4. Legal description of the land:
BEING 26.490 acres of land more or less situated in the City of Fort Wor•tlr, Tarrant County, Texas, being part of the
E. JOHNSON SURVEY, ABSTRACT NO. 852 and being more particularly described as follows:
BEGINNING at a 7/8 inch iron in the east line of said Johnson Survey for the southeast corner of the 83.80 acre tract
described in the deed to Carter Publications, Inc., recorded in Volume 2040, Page 298 of the Tarrant County Deed
Records;
THENCE N 880 09' 00" W, along the south line of said 83.80 acre tract, 995.10 feet to a galvanized iron;
THENCE N 000 00' 15" W, 630.50 feet to a 1/2 inch iron rod found;
THENCE N 35° 30' 00" E, 865.00 feet to a galvanized iron;
THENCE N 88° 41' 00" E, 300.80 feet to a 1/2 inch found iron in the west line of Barnett Avenue;
THENCE Southeasterly, along said street line, along a curve to the left with a radius of 206.34 feet a distance of
264.10 feet to a metal plug in concrete walls in the east line of said 83.80 acre tract and being irr the west line of
original Blocic 4 of Scenery Hili Addition, and the chord of said are bears S 53° 1100" E, 246.44 feet;
THENCE along the east line of said 83.80 acre tract and with said survey line South at 692.05 feet passing a "Y" cut
in the top of the north curb of Normanday Drive, and in all a total of 702.80 feet to a point;
THENCE S 000 37' 30" W, 523.30 feet to the place of beginning and containing 26.4903 acres of land, more or less.
G.F. No.: 5141000319
Note: The Company is prohibited front insuring the area or quantity of the land described herein. Any statement
in the legal description contained in Schedule "A" as to area or quantity of land is not a representation that such
are or quantity is correct, but is made only for informal identification purposes and does not override Item 2 of
Sclredule "B" hereof.
Old Republic National Title Insurance Company
G.F. No.: 3141000319
COMMITMENT FOR TITLIJ IIVSURANCI;
SCH);DULF B
11XCEPTIONS FROM COVERAGE
Iaddition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorneys' fees, and expenses
resulting from:
1. T__Eio follow + +' covenants C
delete to l ng « U+is-
exGeption-
" 7
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any
overlapping of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner
Policy only).
4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, govermnents or other•
entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs
or oceans, or
b. to lands beyond the line of harbor or bulld�ead lines as established or changed by any government, or
c. to filled -in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of vegetation, ol• the rights of access to that area or
easement along and across that area.
(Applies to the Owner Policy only.)
5. Standby fees, taxes and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes
and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or
assessments for prior years because of an exemption granted to a previous owner of the property under Section IL 13,
Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential
Mortgagee Policy (T-2R) is issued, that policy will substitute "which become due and payable subsequent to Date of
Policy" in lieu of "for the year 2011 and subsequent years.")
6. The terms and conditions of the documents creating your interest in the land.
7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien
document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title
Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a
binder is issued.)
8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to
Mortgagee Policy (T-2) only.)
9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Mortgagee
Policy (T-2R). (Applies to Texas Short Form Residential Mortgagee Policy (T-2R) only. Separate exceptions 1 through 8
of this Schedule B do not apply to the Texas Short Form Residential Mortgagee Policy (T-2R).
:)Id
Republic National Title Insurance Company
G.F. No.: 5141000319
10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters
or delete this exception.):
a. Rights of parties in possession. (Owner's Title Policy only)
b. Rights of tenants in possession under unrecorded leases or rental agreements.
c. Visible and apparent easements.
d. Portion of the property within any roadway.
e. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would
be disclosed by an accurate and complete land survey of the land.
f. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all
rights, privileges and immunities relating thereto, appearing in the Public Records whether listed in Schedule
B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.
g. Easement executed by G.H. Colvin to E.R. Brown, filed December 29, 1911, recorded inJunder Volume 383,
Page 110, of the Real Property Records of Tarrant County, Texas.
h. Easement executed by G.H. Colvin to E.R. Brown, dated Apri12, 1912, recorded in/under Volume 404, Page
87, of the Real Property Records of Tarrant County, Texas.
i. Easement executed by Cartel• Publications, Inc. to A.T. & T. Company, filed May 17, 1954, recorded
in/under Volume 2709, Page 535, of the Real Property Records of Tarrant County, Texas.
j. Easement executed by Carter Publications, Inc. to TESCO, filed October 24, 1960, recorded in/under
Volume 3496, Page 86, of the Real Property Records of Tarrant County, Texas.
k. Easement executed by Carter Publications, Inc. to TESCO, filed November 7, 1967, recorded in/under
Volume 44825 Page 9815 of the Real Property Records of Tarrant County, Texas.
I. Easement executed by Carter Publications, Inc. to TESCO, Sled November 7, 1967, recorded in/under
Volume 4482, Page 983, of the Real Property Records of Tarrant County, Texas.
m. Easement executed by Carter Publications, Inc. to TESCO, Sled November 7, 1967, recorded in/under
Volume 4482, Page 985, of the Real Property Records of Tarrant County, Texas.
n. Easement executed by Carter Publications, Inc. to TESCO, Sled July 30, 1969, recorded in/under Volume
4759, Page 814, of the Real Property Records of Tarrant County, Texas.
o. Easement executed by North Texas Broadcasting Corp. to Texas Utilities Electric Co., filed September 11,
1989, recorded in/under Volume 9698, Page 1882, of the Real Property Records of Tarrant County, Texas.
p. Terms, provisions and conditions of Lease Agreement by and between Carter Publications, Inc., as Lessor
and A.T. & T. Co., as Lessee, dated June 15, 1953, Sled July 7, 1953, recorded in/under Volume 2586, Page
434 of the Real Property Records of Tarrant County, Texas.
q. Easement executed by Station Venture Operations, L.P. to Oncor Electric Delivery Company, dated March
3, 2003, Sled April 17, 2003, recorded in/under Volume 16607, Page 242, of the Real Property Records of
Tarrant County, Texas.
r. Terms, conditions and stipulations contained in Memorandum of Agreement executed by and between
Richland Towers Management, LLC and Station Ventw•c Operations, LP, dated November 20, 2008, filed
January 25 20099 recorded under County Clerk's File No. D209001066 of the Real Property Records of
Tarrant County, Texas.
Old Republic National Title Insurance Company
G.F. No.: 5141000319
s. Terms, conditions and stipulations contained in Memorandum of Agreement executed by and between
Vangard Wireless, LP and MetroPCS Texas, LLC, dated November 1, 2007, filed October 7, 2008, recorded
in/under County Clerk's File No. D208006335 of the Real Property Records of Tarrant County, Texas.
t. Terms, conditions and stipulations contained in Oil, Gas or Mineral Lease between Station Venture
Operations, LP to Four Sevens Oil Co., Ltd., dated May 20, 2005, filed June 30, 2005, recorded in/under
County Clerk's File No. D205187869 of the Real Property Records of Tarrant County, Texas. Title to said
interest not checked subsequent to date of aforesaid instrument. Affected by instrument recorded in/under
County Clerk's File No. D208232122, Real Property Records, Tarrant County, Texas.
u. Easement executed by Station Venture Operations, L.P., to Southwestern Bell Telephone, L.P. d/b/a SBC
Texas, dated July 26, 2005, filed August 5, 2005, recorded in/under County Cleric's File No. D205228822, of
the Real Property Records of Tarrant County, Texas.
v. Terms, conditions and stipulations contained in Oil, Gas or Mineral Lease between Stations Venture
Operations, LP to XTO Energy, Inc., dated October 20, 2010, filed November 1, 2010, recorded in/under
County Cleric's File No. D210270017 of the Real Property Records of Tarrant County, Texas. Title to said
interest not checked subsequent to date of aforesaid instrument.
Old Republic National Title Insurance Company
G.F. No.: 5141000319
COMMITMENT FOR TITLE INSURANCE
SCHEDULE C
Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as
Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued:
l . Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record.
2. Satisfactory evidence must be provided that:
a. no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule
A,
b. all standby fees, taxes, assessments and charges against the property have been paid,
c. all improvements or repairs to the property are completed and accepted by tl�e owner, and that all contractors,
subcontractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens
have attached to the property,
d. there is legal right of access to and from the land,
e. (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority
of the insured mortgage.
3. You must pay the seller or borrower the agreed amount for your property or interest.
4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective
date of this Cormnitment.
5. Deed of Trust executed by LIN Television of Texas, LP to Peter S. Graf, Trustee, dated March 2, 1998, filed Marc}► 3,
1998, recorded in/under Volume 13102, Page 387 of the Real Property Records of Tarrant County, Texas, securing
General Electric Capital Corporation in the payment of one note, due and payable and bearing interest as therein
provided; and all the terms, conditions and stipulations contained herein, including, but not limited to, any additional
indebtedness, if any, secured by said instrument.
Said Note and Deed of Trust being amended by instrument dated March 2, 1998, filed March 3, 1998, recorded
inlunder Volume 13102, Page 389 of the Real Property Records of Tarrant County, Texas.
Said Note and Deed of Trust being amended by instrument dated March 3, 1998, filed March 3, 1998, recorded
inlunder Volume 13102, Page 393 of the Real Property Records of Tarrant County, Texas.
Said Note and Deed of Trust being subordinated by Subordination Agreement dated May 20, 2005, recorded
in/under County Clerk's File No. D207253945 of the Real Property Records of Tarrant County, Texas.
6. UCC-1 Financing Statement executed by Station Venture Operations, LP, Debtor to General Electric Capital
Corporation, Secured Party, fitted March 3, 1998, recorded in/under• Volume 13102, Page 396 of the Real Property
Records of Tarrant County, Texas.
Continuation Statement by General Electric Capital Corporation, as secured Party, as to the above Financing
Statement, filed November 13, 2002, recorded in/under Volume 16I34, Page 295 of the Real Property Records
of Tarrant County, Texas.
7. Company requires a copy of the Limited Partnership Agreement and Certificate of Partnership registered with the
Secretary of State of the State of Texas, and all amendments thet•eto, showing identity of and authority of those acting
on behalf of Station Venture Operations, LP, and compliance therewith.
Old Republic National Title Insurance Company
G.F. No.: 5141000319
8. We find the following conveyances recorded within the last 24 months:
None
NOTE TO ALL BUYERS, SELLERS BORROWERS, LENDERS AND ALL PARTIES INTERESTED IN THE
TRANSACTION COVERED BY THE COMMITMENT, THE FOLLOWING CONSTITUES A MAJOR CHANGE IN THE
PROCEDURES AND REQUIREMENTS FOR DISBURSEMENT OF FUNDS BY THE TITLE AGENT, THE STATE
BOARD OF INSURANCE HAS ADOPTED PROCEDURAL RULE P-27 WHICH WILL REQUIRE THAT "GOOD
FUNDS" BE RECEIVED AND DEPOSTED BEFORE A TITLE AGENT MAY DISBURSE FROM ITS TRUST FUNDS
ACCOUNT. "GOOD FUNDS" IS DEFINED AS:
a. Cash or wire transfers;
b. Certified checks, cashier's checks and teller's checks, as further described in definition "g" of this rule,
c. Uncertified funds in amounts less than $1,500.00, including checks, traveler's checks, money orders, and
negotiable orders of withdrawal; provided multiple items shall not be used to avoid the $1,500.00 limitation;
d. Uncertified funds in amount of $1,500.00 or more, drafts, and any other items when collected by the financial
institution;
e. State of Texas Warrants;
f. United States Treasury Checks;
g. Checks drawn on a bank or savings and loan association insured by the FDIC and FSLIC and for which a
tA ansaction code has been issued pursuant to, and in compliance with, a fully executed immediately available
funds procedure agreement;
Old Republic National Title Insurance Company
COMMITMENT FOR TITLE INSURANCE
SCHEDULE D
G.F. No.: 5141000319
G.F. No. or File No. 5141000319 Effective Date: November 15, 2011, 8:00 am
Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of
Texas, the following disclosures are made:
Shareholders owning, controlling or holding, either personally or beneficially, 10% or more of the shares of Old Republic National
Title Insurance company as of the last day of the year preceding the date hereinabove set fort are as follows: Old Republic National
Title Insurance Company — 100%, a wholly owned subsidiary of Old Republic Title Insurance Group, Inc., a wholly owned subsidiary
of Old Republic International Corporation
1. The following individuals are directors and/or officers, as indicated, of the Titre Insurance Company issuing this Commitment
DIRECTORS OF OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
HARRINGTON BISCHOF JOHN M. DIXON STEVE R. WALKER
JOHN W. POPP ARNOLD L. STEINER A. C. ZUCARO
DENNIS P. VAN MIEGHEM JAMES A. KELLOGG FREDERICKA TAUBITZ
RANDE K. YEAGER CHARLES F. TITTERTON LEO E. KNIGHT, JR.
OFFICERS OF OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
MARK BILBREY, President RANDE K. YEAGER, Chairman and CEO
STEPHEN C. WILSON, Executive Vice President, Vice Chairman MARK M. BUDZINSKI, Executive Vice President
DANIEL M. WOLD, Sr. Vice President, Secretary, General Counsel PATRICK A. CONNOR, Executive Vice President
GARY J. HORN, Executive Vice President, CFO MIKE TARPEY, Vice President, Treasurer
R. WAYNE SHUPE, Executive Vice President ROBERT J. CHAPMAN, Executive Vice President
2. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this
commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or
corporation receiving any sum from the settlement of this transaction will be disclosed on the closing or settlement statement.
You are further advised that the estimated title premium' is:
Owner's Policy
Loan Policy
Total
Of this total amount: 15%will be paid to the policy issuing Title Insurance Company: 85%will be retained by the issuing Title
Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows:
Amount
To Whom
For Services
"The estimated premium is based upon information furnished to us as of the date of this Commitment for Title
Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations
adopted by the State Board of Insurance.
This commitment is invalid unless the insuring provisions and Schedules A, B, and C are attached
Old Republic National Title Insurance Company
TEXAS TITLE INSURANCE INFORMATION
Title insurance insures you against loss resulting from certain
risks to your title.
The Commitment for Title Insut ance is the title insurance
company's promise to issue the title insurance policy. The
Commitment is a legal document. You should review it
carefully to completely understand it before your closing date.
G.F. No.: 5141000319
EI seguro de titulo le asegura en relacion a perdidas resultantes
de ciertos riesgos que pueden afectar el titulo de su propiedad.
El Compromiso para Seguro de Titulo es la promesa de la
compania aseguradora de titulos de emitir la poliza de seguro de
titulo. El Compromiso es un documento legal. Usted debe
leerio cuidadosamente y entendario completamente antes de la
fecha para finalizar su transaccion.
Your Commitment for Title Insurance is a legal contract behveen you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a
policy subject to the Commitment's terms and requirements.
Before issuing a Commitment for Title Insurance (the Cmnmitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines
whether the title is insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for
certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in
the Policy as Exclusions. These risks will not be covered by the Policy.
Another partof the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the Commitment lists
these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown on Schedules B and C of the
Commitment with an attorney. These matters will affect your title and your use of the land.
When your Policy is issued, the coverage will be limited by the Policy's Exceptions; Exclusions and Conditions, defined below.
-EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed
in Schedule C ofthe Commihnent. They can also be added ifyou do not comply with the Conditions section of the Connnihnent. When the Policy is
issued, all Exceptions will be on Schedule B of the Policy.
- EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the
Commitment.
- CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are
contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions.
You can get a copy of the policy form approved by the State Board of Insurance by calling the Title Insurance Company at or by calling the title insurance agent that
issued the Commihnent. The State Board of Insurance may revise the policy form from time to time.
You can also get a brochure that explains the Policy from the "texas Department of Insurance by calling I400-252-3439.
Before the Policy is issued, you may request changes in the Policy. Some of the changes to consider are:
- Request amendment of the area and boundary" exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey or comply with
other requirements of the Company. On the Owner Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the
Company or if the Company's other requirements are met, your Polley will insure you against loss because of discrepancies or conflicts in boundary lines,
encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems
by making special exceptions in the Policy. Whether or not you request amendment of the "area and boundary" exception, you should determine whether
you want to purchase and review a survey if a survey is not being provided to you.
-Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may
inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement
holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of
Inspection form and allow the Company to add this exception to your Policy.
The entire premium For a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a
later date and the Company agrees to add an Increased Value Endorsement,
Old Republic National Title Insurance Company
IMPORTANT NOTICE
To obtain information or make a complaint:
You may contact
(Old Republic National Title Insurance Company
713-6824144).
You may call Old Republic National Title Insurance
Company's toll -free telephone number for
information or to make a complaint at,
1-888-678-1700
You may also write to Old Republic National Title
Insurance Company at:
400 Second Avenue South
Minneapolis, Minnesota 55401
Attn: Claims Department
You may contact the Texas Department of
Insurance to obtain information on companies,
coverages, rights or complaints at:
1-800-252-3439
You may write the Texas Department of Insurance:
P. O. Box 149104
Austin, TX 78714-9104
Fax: (512) 4754771
Web: http://www,tdi,state.tx.us
E-mail: ConsumerProtection(@tdi.state.t(.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium
or about a claim you should contact the Old
Republic National Title Insurance Company first. If
the dispute is not resolved, you may contact the
Texas Department of Insurance.
ATTACH THIS NOTICE TO YOUR POLICY
This notice is for information only and does not
become a part or condition of the attached
document.
G.F. No.: 5141000319
AVISO IMPORTANTE
Para obtener informacion o para someter una queja:
Puede cominicarse con su
(Old Republic National Title Insurance Company 713-682-
4144).
Usted puede Ilamar al numero de telefono gratis de Old
Republic National Title Insurance Company's para
informacion o para someter una queja al.
1-888-678-1700
Usted tambien puede escribir a Old Republic National Title
Insurance Company:
400 Second Avenue South
Minneapolis, Minnesota 55401
Attn: Claims Department
Puede comunicarse con el Departamento de Seguros de
Texas para obtener informacion acerca de companies,
coberturas, derechos o quejas al:
1-800-252-3439
Puede escribir al Departament de Seguros de Texas:
P. O. Box 149104
Austin, TX 78714-9104
Fax: (512) 4754771
Web: http://www,tdi.state,tx,us
E-mail: ConsumerProtection(abtdi.state.tx.us
DISPUTAS SOBRE PRIMAS O RECLAMOS:
Si tiene una disputa concerniente a su prima o a un
reclamo, debe comunicarse con Old Republic National Title
Insurance Company primero. Si no se resuelve la disputa,
puede entonces comunicarse con el departmento (TDI).
UNA ESTE "ISO A SU POLIZA: Este aviso es solo para
proposito de information y no se convierte en pane o
condicion del documento adjunto.
THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE
POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS
COUNTERSIGNED BELOW.
Old Republic National Title Insurance Company
G.F. No.: 3141000319
DELETION OF ARBITRATION PROVISION
(Not Applicable to the Texas Residential Owner Policy)
ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute
with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to
court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually
appeal an arbitrator's award.
Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the
amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a
claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form
and returning it to the Company at or before the Closing of your real estate transaction or by writing to the Company.
The Arbitration provision in the Policy is as follows:
"Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the
Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there
shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not
limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service
in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the
transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be
arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from
an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when
agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon
the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction."
I request deletion of the Arbitration provision.
SIGNATURE
DATE
Old Republic National Title Insurance Company
G.P. No.: 5141000319
Old Republic National Title Insurance Company
Privacy Policy Notice
PURPOSE OF THIS NOTICE
Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from
sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its
privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to
whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy
policies and practices of Old Republic National Title Insurance Company.
We may collect nonpublic personal information about you fi om the following sources:
Information we receive fi•om you such as on applications or other forms.
Information about your transactions we secure fi•om our files, or from others.
Information we receive fi•oin a consumer reporting agency.
Information that we receive fi•om others involved in your transaction, such as the real estate
agent or lender.
Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be
collected about you.
We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to
nonaffiliated third parties as permitted by law.
We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that
perform services on our behalf or with whom we have joint marketing agreements:
Financial service providers such as companies engaged in banking, consumer finance, securities and insurance.
Non -financial companies such as envelope stuffers and other fulfillment service providers.
WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY
PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW.
We restrict access to nonpublic personal information about you to those employees who need to know that information in order to
provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations
to guard your personal information.
Old Republic National Title Insurance Company
ENVIROMENTAL REPORTS
Exhibit
Documents previously supplied and on file with the City:
1. DRAFT PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR KXAS TV STATION,
3900 BARNETT STREET, FORT WORTH, TEXAS 76103 PREPARED FOR: NBC
UNIVERSAL, URS PROJECT NO. 29404446, February 28, 2011
2. REVISED PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR KXAS TV
STATION, 3900 BARNETT STREET, FORT WORTH, TEXAS 76103 PREPARED FOR:
NBC UNIVERSAL, URS PROJECT NO. 29404446, April 11, 2011
EXHIBIT "H"
NOTIFICATION OF ASSIGNMENT OF
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. _)
This 1\'OTIFICATION OF ASSIGNMENT O
NO.
"Assignor"), a
F CITY SECRETARY CONTRACT
INVESTMENTS, L.P. ("KDC" or
("Assignee"),
a for the benefit of both the CITY OF FORT WORTH,
TEXAS, a home rule municipality organized under the laws of the State of Texas, and
STATION VENTURE OPERATIONS, LP ("Company"), a Delaware limited partnership.
"C"
(onsent) id s mae by KDC 4805
Texas limited partnership, and
The following introductory provisions are true and correct and fornl the basis of this
Consent:
A. On or about , 2012 the City, KDC and Company entered into that certain
Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No.
(the "Agreement"). Under the Agreement, the City agreed to abate certain real property
taxes otherwise payable by KDC (or by Company pursuant to the terns of a Sublease between
NBCUniversal Media, LLC and Company, in connection with a Master Lease between KDC and
NBCUniversal Media, LLC) in return for construction on approximately 8.1 acres of land at 4805
Amon Carter Blvd. (the "New Location"), which is owned by KDC, of an approximately 75,000
square foot facility (defined in the Agreement as the "Project"), as more specifically set forth in the
Agreement.
B. KDC wishes to sell the Land and its improvements to Assignee, and Assignee wishes to
assume all duties and obligations of Assignor under the Agreement and the Master Lease. Section
10 of the Agreement prohibits assignment of the Agreement by KDC to any successor owner of the
New Location unless, among other things, the successor owner executes a written instrument under
which such successor owner agrees to assume all obligations of KDC under the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby ackno��Tledged, Assignor and Assignee hereby make the folio«Ting binding
representations and warranties to the City and Company:
1. Assignor has assigned
Assignee, effective as of
all right, title and interest granted to it by
("Effective Consent Date").
the Agreement to
2. In accordance with the Agreement, Assignee expressly promises and covenants that, as of
the Effective Consent Date, Assignee will comply with all duties and obligations of KDC set
forth in the Agreement.
Page 1 of 4
Nofification of Assignment of CSC No.
by KDC 4805 Investments, L.P. to
3. Assignee understands and agrees that no act or omission of Assignor, whether on, before
or after the Effective Consent Date, will serve to mitigate (i) any event of default set forth in
Section 6 of the Agreement or (ii) any failure of any or all of the numerical commitments for
construction spending set forth in Sections 4.1, 4.3, or 4.4 to be met.
4. Assignor and Assignee specifically agree and represent that the Master Lease, as defined
in the Agreement, has not been amended or enforced in any way that relieves the tenant
thereunder of the obligation to pay, as part of the tenant's rent under the Lease, all real property
taxes on the Land and any improvements thereon, in accordance with the statements set forth in
Recital E of the Agreement.
5. Assignor and Assignee understand and agree that Assignee does not and shall not have
any rights under the Agreement that are additional to or greater than those of Assignor
thereunder.
6. Assignor and Assignee acknowledge and agree that instrument shall be binding upon
Assignor and Assignee and shall inure to the benefit of the City and Company.
7. All terms herein that are capitalized but not defined shall have the meanings assigned to
them in the Agreement.
8. The undersigned representative of Assignor is duly authorized and fully qualified to
execute this instrument on behalf of Assignor. The undersigned representative of Assignee is
July authorized and fully qualified to execute this instrument on behalf of Assignee. No further
authority, consent, action, resolution or other approval or documentation by either Assignor or
Assignee is necessary in connection with the same.
EXECUTED in multiples as of the last date indicated below, but to be effective as of the
Effective Consent Date:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES)
Page '� of 4
Not3fiGatioi� of Assignment of CSC i�o.
by KDC 4�0� Investrrents, L.P. to
LX C 4805 INVESTMENTS, L.P. a Texas
limited partnership:
By: KDC 4805 Investments GP, LLC, a
Texas limited liability company, its
general partner
Name:
Title:
Date:
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
of KDC 4805 Investments GP, LLC, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he
executed the same on behalf of KDC 4805 Investments, L.P. for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
of
Notary Public in and for
the State of
Notary's Printed Name
Page 3 of 4
?�atificatian of Assignment of CSC i�ra.
by KDC 48(�5 Investments, L„P. to
day
[ASSIGNEES
By:
Name:
Title:
Date:
STATE OF §
COUNTY OF §
ATTEST:
By:
Name:
Title:
BEFORE ME, the undersigned authority, on this day personally appeared
, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of
and that s/he executed the same as the act of
for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
Notary Public in and for the State of
Notary's Printed Name
Patre 4 of 4
Notification of Assignment of CSC No.
b}` KDC t�OS Investments, L.P. to
M&C Review
Page 1 of 3
,A.
COUNCIL ACTION: Approved on 6/14/2011
Official site of the City of Fort Worth, Texas
FORT `'VORTI-I
DATE: 6/14/2011 REFERENCE NO.: C-24973 LOG NAME: 17EDPAKXAS
CODE: C TYPE: NON -CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Tax Abatement Agreement and Economic Development Program
Agreement with KXAS/NBC-5 for Construction of a New Production Facility at the
Southwest Corner of Amon Carter Boulevard and FAA Boulevard (COUNCIL DISTRICT
5)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute cone -year Tax
Abatement Agreement and a 24-year Economic Development Program Agreement with KXAS/NBC-5
for construction of the new production facility at the southwest corner of Amon Carter Boulevard and
FAA Boulevard (COUNCIL DISTRICT 5).
DISCUSSION:
The Housing and Economic Development Department is proposing a 25-year economic development
program with KXAS/NBC-5 for construction of a new production facility in the Centreport Business
Park.
Project:
KXAS/NBC-5 is considering the consolidation of its operations to a new production studio at the
southwest corner of Amon Carter Blvd and FAA Blvd in the Centreport Business Park. The proposed
project is estimated to have a construction cost of at least $8,000,000.00 and KXAS/NBC-5 will invest
at least $8,000,000.00 in new taxable personal property by December 31, 2012. Failure to meet the
criteria for the real and personal property improvements will be a condition of default and will result in
immediate termination of both the Tax Abatement Agreement and the Economic Development
Program Agreement,
Tax Abatement Agreement and Economic Development Program Agreement
The Housing and Economic Development Department is proposing cone -year Tax Abatement
Agreement with KSAS/NBC-5 that could potentially abate up to 85 percent of the City's taxes on the
incremental value of real and personal property at the site. This abatement will be for one year
only. Execution of the Tax Abatement Agreement by the City will allow other taxing jurisdictions also
to grant abatements of real and personal property taxes assessed by those jurisdictions. Under state
law, a taxing jurisdiction other than a municipality may not grant tax abatement on property within a
municipality unless the municipality has also granted tax abatement for the same property.
The Tax Abatement Agreement will compliment a 24-year Economic Development Program
Agreement with KXAS/NBC-5, as authorized by Chapter 380 of the Texas Local Government Code,
pursuant to which the City will make annual economic development grants to KXAS/NBC-5 in
amounts not to exceed 85 percent of the City's tax receipts on the incremental value of real and
personal property at the site.
The Tax Abatement Agreement and the Economic Development Program Agreement will be
structured as follows:
http://www.fortworthgov.org/council�acket/mc_review.asp?ID=15307&counci ldate=6/ 1... 6/21 /2011
M&C Review
Page 2 of 3
Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Property
Improvements)
KXASMBC-5 is required to spend a minimum of 25 percent of the construction costs in making the
improvements with contractors that are Fort Worth companies and spend a minimum of 25 percent of
its construction costs with contractors that are Fort Worth certified M/WBE companies (with the
understanding that dollars spent with Fort Worth certified M/WBE companies will also count as dollars
spent with Fort Worth companies).
Employment Commitments
MS/NBC-5 is required to retain the 200 full-time employees from the existing Fort Worth location
and relocate a minimum of 78 additional employees from outside of Fort Worth to the Centreport site
by December 31, 2013,
Current Property at 3900 Barnett Avenue
KXAS/NBC-5 will deed the 26-acre property located at 3900 Barnett Avenue to the City or an entity
designated by the City on or before December 31, 2013, exclusive of mineral interest and clear of any
and all encumbrances.
KXAS/NBC-5 will have the right to continue operating at its current site until its new studios and
offices are completed on or before December 31, 2013,
City Commitments
The tax abatement and all grant payments are based on and shall not exceed 85 percent of the
incremental increase in value of real property improvements (above a base year value) and business
personal property at the new facility, calculated in accordance with achievement of the commitments
and goals set forth in the following chart:
Company Commitment
Potential Maximum
Abatement/Grant
Real & Personal Property Investment
40 percent
Real Property
Improvements with Fort Worth Contractors
20
percent
Real Property
Contractors
Improvements with Fort Worth M/WBE
5 percent
Overall Employment
20 percent
TOTAL
85percent
Failure to meet a commitment (other than the requirement to meet the minimum real and personal
property investment) will result in a reduction of the corresponding component of the abatement or
grant, as applicable, for that year proportional to the amount the commitment was not met.
The project is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head:
FROM Fund/Account/Centers
Susan Alanis (8180)
Jay Chapa (5804)
http://www.fortworthgov.org/council�acket/mc_review.asp?ID=15307&councildate=6/1... 6/21 /2011
M&C Review
Page 3 of 3
Additional Information Contact:
ATTACHMENTS
Robert sturns (8003)
http://www.fortworthgov.org/council�acket/mc_review.asp?ID=15307&councildate=6/ 1...
6/21/2011
M&C Review Page 1 of 2
Official site of the City of Fort Worth, Texas
L FORIMORT//
CITY COUNCI
COUNCIL ACTION: Approved on 4/10/2012
DATE: 4/10/2012 REFERENCE NO.: **C-25548 LOG NAME: 17KXASCORR
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Amend M&C C-24973 Authorizing Tax Abatement and Economic Development Program
Agreements with KXAS/NBC-5 for Construction of a New Production Facility at the
Southwest Corner of Amon Carter Boulevard and FAA Boulevard to Extend Various
Completion Deadlines (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council amend M&C C-24973 authorizing a Tax Abatement and
Economic Development Program Agreements with KXAS/NBC-5 by extending various completion
deadlines required by the Agreement.
DISCUSSION:
On June 14, 2011, (M&C C-24973) the City Council authorized execution of a one year Tax
Abatement and 24 year Economic Development Program Agreement with KXAS/NBC-5 to facilitate
the company's relocation and construction of a new production facility in the Centreport Business
Park. Following completion of this new facility, KXAS/NBC-5 will convey its current site a 26 acre
parcel located at 3900 Barnett Avenue to the City or an entity designated by the City.
Due to a delay in finalizing the purchase of the property at Centreport Business Park, construction
has been delayed and it is not anticipated that the new facility will be complete by the deadline
approved by City Council. Therefore, KXAS/NBC-5 is requesting an extension of the completion
deadline from December 31, 2012 to September 30, 2013 and extension of the deadline to convey
the property at 3900 Barnett Avenue to the City from December 31, 2013 until March 30, 2014.
Extension of the completion deadline will result in the employment commitment deadline being
extended to the September 30, 2013 date as well. KXAS/NBC-5 will have the right to continue
operating at its current site until its new studios and offices are completed on or before March 30,
2014.
The company's commitments will remain the same as previously stated in M&C C-24973. The project
is estimated to have an investment of at least $8,000,000.00 in construction costs and $8,000,000.00
in new taxable business personal property. KXAS/NBC-5 is required to spend a minimum of 25
percent of the construction costs in making the improvements with contractors that are Fort Worth
companies and spend a minimum of 25 percent of its construction costs with contractors that are Fort
Worth certified M/WBE companies (with the understanding that dollars spent with Fort Worth certified
M/WBE companies will also count as dollars spent with Fort Worth companies). KXAS/NBC-5 is
required to retain 200 full-time employees from the existing Fort Worth location and relocate a
minimum of 78 additional employees from outside of Fort Worth to the Centreport site by the
completion date.
Staff recommends that the City Council amend M&C C-24973 to reflect the new completion deadline,
the conveyance of land date, and the employment commitment deadline for KXAS/NBC-5 allowing
the City of Fort Worth and KXAS/NBC-5 to proceed with the execution of a Tax Abatement and
Economic Development Program Agreement for the relocation and construction of its new production
studio at Centreport Business Park.
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=16708&councildate=4/10/2012 4/17/2012
M&C Review
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
KXAS Project Location Map.pdf
FROM Fund/Account/Centers
Fernando Costa (6122)
Jay Chapa (5804)
Robert Sturns (8003)
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=16708&councildate=4/10/2012 4/17/2012