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HomeMy WebLinkAboutContract 36456 • LITY SECRETARY CONTRACT Nth STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Dale Fisseler, its duly authorized Assistant City Manager, and CINRAM WIRELESS, LLC ("Cinram"), a Delaware limited liability company acting by and through Trent Mulrooney, its duly authorized Vice President—Operations. The City Council of the City of Fort Worth ("City Council") hereby finds and the City and Cinram hereby agree that the following statements are true and correct and constitute the basis upon which the City and Cinram have entered into this Agreement: A. On June 13, 2006, the City Council adopted Resolution No. 3363-06-2006, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy"), which is attached hereto as Exhibit "A" 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 August 28, 2007, the City Council adopted Ordinance No. 17733-08-2007 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 61, City of Fort Worth, Texas (the"Zone"). D. Contingent on receipt of the tax abatement set forth herein, Cinram wishes to establish a wireless telephone manufacturing facility in the City and, for such purpose, has leased certain real property located entirely within the Zone and that is more particularly described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes (the "Land"). The Land is owned by Alliance Gateway No. 11, Ltd. ("Alliance"). Alliance has leased or will lease the Land and all improvements constructed thereon to Cinram pursuant to a commercial lease agreement between Alliance and Cinram (the "Lease"). E. In response to an application for tax abatement, submitted to the City on June 19, 2007, and pursuant to M&C C-22398, the City Council approved execution of a tax abatement agreement with Alliance under which the City has agreed to abate a certain percentage of Alliance's real property taxes on the Land, as more particularly described in such tax abatement agreement (the "Alliance Abatement"). The Alliance Abatement, once executed, Page 1 Tax Abatement Agreement between pp r a^4r off, �, `,9 City of Fort Worth and Cinram Wireless,LLC �VRRg�11 JS P' Q�;�U••U f � document on file in the City Secretary's Office and will be incorporated herein by reference for all purposes. F. Cinram plans to cause the Required Improvements, as defined in Section 1.1 of this Agreement, to be constructed on the Land for use and operation by Cinram of a wireless telephone manufacturing facility (the "Project"). Alliance will own the Required Improvements and lease them to Cinram under the Lease. G. On June 18, 2007 Cinram submitted an application for tax abatement to the City concerning the contemplated use of the Land(the "Application"), attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes. H. The contemplated use of the Land, the Required Improvements, as defined in Section 1.1, 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 Statement, the Ordinance and other applicable laws, ordinances, rules and regulations. I. The terms of this Agreement, and the Land and Required Improvements, satisfy the eligibility criteria of the Policy. J. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Land is located. NOW, THEREFORE, the City and Cinram, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. CINRAM'S COVENANTS. 1.1. Real Property Improvements. In accordance with the Lease, Cinram shall cause to be constructed by the Completion Deadline certain improvements on the Land consisting of, at a minimum, a wireless telephone manufacturing facility of approximately 788,160 square feet in size and having a minimum aggregate Construction Cost upon completion of $15,500,000.00 (collectively, the "Required Improvements"), and shall cause at least $15,000,1000.00 worth of taxable new tangible personal property owned by Cinram or leased by and taxable to Cinram to have been placed on the Land by the end of the fifth year of the Compliance Auditing Term and as otherwise provided in this Agreement. For purposes of this Agreement, "Construction Costs" shall mean Hard Construction Costs; engineering fees; architectural fees; and other professional, development and permitting fees expended directly in connection with the Project, and "Hard Construction Costs" shall mean actual site development and construction costs, contractor fees and the costs of supplies and materials expended directly in connection with the Project. Page 2 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless. LLC f l 1.2. Completion Date of Required Improvements and Installation of Tangible Personal Property. The Required Improvements shall be deemed complete on the date as of which the City has issued a temporary or final certificate of occupancy for all Required Improvements (the "Completion Date"). Cinram covenants and agrees that the Completion Date shall occur by June 15, 2008 (the "Completion Deadline"), unless delayed because of Force Majeure, in which case the Completion Deadline shall be extended by the number of days comprising the specific event of Force Majeure. Cinram further covenants and agrees that at least $15,000,000 worth of taxable new tangible personal property owned by Cinram or leased by and taxable to Cinram will be placed on the Land by the Completion Deadline, unless delayed because of Force Majeure, in which case this deadline shall be extended by the number of days comprising the specific Force Majeure. For purposes of this Agreement, "Force Majeure" shall mean an event beyond Cinram's reasonable control, including, without limitation, acts of God, fires, weather, strikes, national disasters, wars (declared or undeclared), terrorism, riots, material or labor restrictions, and unreasonable delays by the City in issuing any permits with respect to the Required Improvements or inspecting any of the Required Improvements (taking into account the City's then-current workload with respect to the issuance of permits or the conducting of inspections), but shall not include construction delays caused due to purely financial matters involving Cinram or Alliance or any of their Affiliates (as that term is defined in Section 5) such as, without limitation, delays in the obtaining of adequate financing. 1.3. Use of Land. Cinram covenants that throughout the Term, the Required Improvements shall be operated and maintained primarily for the purposes set forth in this Agreement. 2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS. Provided that the Lease is in full force and effect at the time (but subject to Section 2.1.9 of this Agreement), the City will grant to Cinram annual property tax abatements on Cinram's leasehold interest, if any, in the Land and any improvements thereon, including, but not limited to, the Required Improvements, and on taxable tangible personal property owned by Cinram or leased by and taxable to Cinram and located on the Land for a period of ten (10) years, as specifically provided in this Section 2 and subject to and in accordance with this Agreement (collectively, the "Abatement"). The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of Cinram's leasehold interest, if any, in the Land and any improvements thereon, and the increase in value of taxable tangible personal property owned by or leased by and taxable to Cinram and located on the Land over their respective values as of January 1, 2007, which is the year in which this Agreement was entered into, and upon attainment by Cinram of certain employment, contracting and spending benchmarks set forth in this Section 2. Page 3 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless,LLC a � 2.1. Amount of Abatement. Subject to Sections 2.3 and 4 of this Agreement, during each year of the Term, the Abatement granted hereunder may range up to a maximum of seventy-five percent (75%) of the increased value of Cinram's leasehold interest, if any, in the Land and any improvements thereon, and up to a maximum of seventy-five percent (75%) of the increased value of taxable tangible personal property owned or leased by Cinram and located on the Land, and shall be calculated as follows: 2.1.1. Abatement Based on Construction and Personal Property Expenditures (10%). Cinram shall receive a ten percent (10%) Abatement in each year of the Abatement Term, as defined in Section 2.5, if by the Completion Deadline (i) at least $15,500,000.00 in Construction Costs were expended on the Required Improvements and (ii) at least $15,000,000.00 in taxable tangible personal property owned by Cinram or leased by and taxable to Cinram is located on the Land. If by the Completion Deadline less than $15,500,000.00 in Construction Costs have been expended on the Required Improvements or less than $15,000,000.00 in taxable tangible personal property owned by Cinram or leased by and taxable to Cinram is located on the Land, not only will Cinram be ineligible to receive the ten percent (10%) Abatement under this Section 2.1.1, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Construction Spending with Fort Worth Companies (Up to 10%). Cinram shall receive a ten percent (10%) Abatement in each year of the Abatement Term, as defined in Section 2.5, if by the Completion Deadline at least thirty percent (30%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs, were expended with Fort Worth Companies (the "Fort Worth Construction Commitment"). For purposes of this Agreement, "Fort Worth Company" means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provided from such office the services or sales that are sought to be counted toward a given commitment hereunder. Dollars spent with a Fort Worth Company may also count as dollars spent with a Fort Worth Certified M/WBE Company, but only if such Fort Worth Company is also a Fort Worth Certified M/WBE Company. If the Fort Worth Construction Commitment is not met, the percentage of Abatement granted pursuant to this Section 2.1.2 shall be reduced to equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Construction Commitment was met. For example, if$12 million in Hard Construction Costs were expended on the Required Improvements (meaning that the Fort Worth Construction Commitment would be $3.6 million), and only $3 million in Hard Construction Costs were expended with Fort Worth Companies, Page 4 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC the percentage of Abatement granted pursuant to this Section 2.1.2 would be reduced from 10% to 8.33% (or .10 x $3 million/$3.6 million, or .10 x .833, or 0.0833). 2.1.3. Abatement Based on Construction Spending with Fort Worth Certified M/WBE Companies (Up to 10%) Cinram shall receive a ten percent (10%) Abatement in each year of the Abatement Term, as defined in Section 2.5, if by the Completion Deadline at least twenty-five percent (25%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs, were spent with Fort Worth Certified M/WBE Companies (the "M/WBE Construction Commitment"). For purposes of this Agreement, "Fort Worth Certified M/WBE Company" means a minority or woman-owned business that (i) has received certification as a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA), and (ii) has a principal office located within the corporate limits of the City that performs a commercially useful function, and (iii) that provided from such office the services or sales that are sought to be counted toward a given commitment hereunder. Dollars spent with a Fort Worth Certified M/WBE Company shall also count as dollars spent with a Fort Worth Company for purposes of measuring compliance with the Fort Worth Construction Commitment. If the M/WBE Construction Commitment is not met, the percentage of Abatement granted pursuant to this Section 2.1.3 shall be reduced to equal the product of ten percent (10%) multiplied by the percentage by which the M/WBE Construction Commitment was met. For example, if$12 million in Hard Construction Costs were expended on the Required Improvements (meaning that the M/WBE Construction Commitment would be $3 million), and only $2 million in Hard Construction Costs were expended with Fort Worth Certified M/WBE Companies, the percentage of Abatement granted pursuant to this Section 2.1.3 would be reduced from 10% to 6.67% (or .10 x $2 million/$3 million, or .10 x .666, or 0.0666). 2.1.4. Abatement Based on Overall Number of Full-time Jobs (20%). Cinram shall receive a twenty percent (20%) Abatement in any given year of the Abatement Term, as defined in Section 2.5, if on the Compliance Date in the previous calendar year Cinram provided and filled at least 1,225 Full-time Jobs on the Land (the "Overall Employment Commitment"). For purposes of this Agreement, a "Full-time Job" means a job filled by one (1) individual for a period of not less than forty (40) hours per week. Determination of compliance with the Overall Employment Commitment shall be based on Cinram's employment data on August 1 (or such other date as may mutually be acceptable to both Cinram and the City) (the "Compliance Date") of each year during the Compliance Auditing Term, as defined in Section 2.5. Notwithstanding anything to the contrary herein, if Cinram fails to meet the Overall Employment Page 5 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC Commitment in any given year of the Compliance Auditing Term, in the following year of the Abatement Term Cinram shall not receive (i) any of the 20% Abatement available pursuant to this Section 2.1.4; (u) any of the 10% Abatement available pursuant to Section 2.1.5, even if Cinram met the Fort Worth Employment Commitment in that year of the Compliance Auditing Term; or (iii) any of the S%Abatement available pursuant to Section 2.1.6, even if Cinram met the Central City Employment Commitment in that year of the Compliance Auditing Term. 2.1.5. Abatement Based on Number of Full-time Jobs with Fort Worth Residents (Up to 10%). Subject to Section 2.1.4 of this Agreement, Cinram shall receive a ten percent (10%) Abatement in any given year of the Abatement Term, as defined in Section 2.5, if on the Compliance Date in the previous calendar year at least twenty-five percent (25%) of all Full-time Jobs provided and filled on the Land by Cinram, regardless of the number of such Full-time Jobs, were held by individuals residing at a location within the corporate limits of the City (the "Fort Worth Employment Commitment"). The number of Full-time Jobs provided and filled on the Land by Cinram and held by individuals residing in the corporate limits of the City may also count as Full-time Jobs held by individuals residing in the Central City for purposes of measuring compliance with the Central City Employment Commitment, but only if such individuals residing in the corporate limits of the City also reside in the Central City. Determination of compliance with the Fort Worth Employment Commitment shall be based on Cinram's employment data on the Compliance Date of each year during the Compliance Auditing Term, as defined in Section 2.5. If Cinram fails to meet the Fort Worth Employment Commitment in a given year of the Compliance Auditing Term but meets the Overall Employment Commitment in that same year, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.5 shall be reduced to equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met. For example, if Cinram provided and filled 1,300 Full-time Jobs on the Land in a given year of the Compliance Auditing Term (meaning that the Fort Worth Employment Commitment would be 325 Full-time Jobs), and only 260 Full-time Jobs provided and filled on the Land by Cinram were held by individuals residing within the corporate limits of the City, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.5 would be reduced from 10% to 8% (or .10 x 260/325, or .10 x .80, or 0.08). 2.1.6. Abatement Based on Number of Full-time .Jobs Nvith Central City Residents (Up to 5%). Subject to Section 2.1.4 of this Agreement, Cinram shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Page 6 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC Section 2.5, if on the Compliance Date in the previous calendar year at least fifteen percent (15%) of all Full-time Jobs provided and filled on the Land by Cinram, regardless of the number of such Full-time Jobs, were held by individuals residing in the Central City (the "Central City Employment Commitment"). For purposes of this Agreement, "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 "D", attached hereto and hereby made a part of this Agreement for all purposes. Determination of compliance with the Central City Employment Commitment shall be based on Cinram's employment data on the Compliance Date of each year during the Compliance Auditing Term, as defined in Section 2.5. The number of Full-time Jobs provided and filled on the Land by Cinram and held by individuals residing in the Central City shall also count as Full-time Jobs held by individuals residing in the corporate limits of the City for purposes of measuring compliance with the Fort Worth Employment Commitment. If Cinram fails to meet the Central City Employment Commitment in a given year of the Compliance Auditing Term but meets the Overall Employment Commitment in that same year, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.6 shall be reduced to equal the product of five percent (5%) multiplied by the percentage by which the Central City Employment Commitment was met. For example, if Cinram provided and filled 1,300 Full-time Jobs on the Land in a given year of the Compliance Auditing Term (meaning that the Central City Employment Commitment would be 195 Full-time Jobs), and only 117 Full-time Jobs provided and filled on the Land by Cinram were held by individuals residing within the Central City, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.6 would be reduced from 5% to 3% (or .05 x 117/195, or .05 x .60, or 0.03). 2.1.7. Abatement Based on Supply and Service Expenditures with Fort Worth Companies (Up to 5%). Cinram shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2.5, if in the previous calendar year there was expended the greater of at least 5900,000.00 (to be prorated pursuant to Section 2.1.9) in local discretionary funds for supplies and services directly in connection with the operation or maintenance of the Required Improvements ("Supply and Service Expenditures") or thirty percent (30%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, were made with Fort Worth Companies (the "Fort Worth Supply and Service Spending Commitment"). If the Fort Worth Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Page 7 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless. LLC Term, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.7 shall be reduced to equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Construction Supply and Service Spending Commitment was met. For example, if the Fort Worth Supply and Service Spending Commitment in a given year of the Compliance Auditing Term was $900,000.00, and only $630,000.00 in Supply and Service Expenditures were made with Fort Worth Companies in that year, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.7 would be reduced from 5% to 3.5% (or .05 x $630,0005900,000, or .05 x .7, or 0.035). Dollars spent under Section 2.1.7 that also qualify towards Section 2.1.8 shall be counted for both sections. 2.1.8. Abatement Based on Supply and Service Expenditures vv ith Fort Worth M/WBE Companies (Up to 5%). Cinram shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2.5, if in the previous calendar year there was expended the greater of at least $750,000.00 (to be prorated pursuant to Section 2.1.9) in Supply and Service Expenditures or twenty-five percent (25%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, were made with Fort Worth Certified M/WBE Companies (the "M/WBE Supply and Service Spending Commitment"). If the M/WBE Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Term, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.8 shall be reduced to equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met. For example, if the M/WBE Supply and Service Spending Commitment in a given year of the Compliance Auditing Term was $750,000.00, and only $600,000.00 in Supply and Service Expenditures were made with Fort Worth Certified M/WBE Companies in that year, the percentage of Abatement granted in the following year of the Abatement Term pursuant to this Section 2.1.8 would be reduced from 5% to 4% (or .05 x $600,0005750,000, or .05 x .8, or .04). Dollars spent under Section 2.1.8 also count towards meeting the requirements of Section 2.1.7. 2.1.9. Amount of Abatement if Lease Expires or is Terminated. Notwithstanding anything to the contrary herein, if the City terminates this Agreement on account of expiration or termination of the Lease, as authorized by Section 4 hereof, Cinram will receive a prorated Abatement only for the tax year in which the Lease's expiration or termination occurs that is equal to (i) the percentage of Abatement that Cinram would be entitled pursuant to and in accordance with Sections 2.1.1 through 2.1.6 above, multiplied by a fraction whose numerator is equal to the number of days elapsed in the year the date of expiration or termination of the Lease occurs and whose denominator is 365, plus (ii) compliance with the Fort Worth Supply and Service Spending Commitment Page 8 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless. LLC and the M/WBE Supply and Service Spending Commitment based on Supply and Service Expenditures up to and including the date of the Lease's expiration or termination rather than for the entire calendar year (and the dollar requirements shall be prorated based on the number of days elapsed in such calendar year in which the expiration, termination, or amendment occurs). Cinram shall not be entitled to Abatement in any year thereafter. For purposes of this Section 2.1.9, and notwithstanding anything to the contrary herein, in order to measure compliance with the Overall Employment Commitment, the Fort Worth Employment Commitment, and the Central City Employment Commitment for the calendar year in which the Lease expired or terminated, the Compliance Date shall be the date of expiration or termination of the Lease. This Section 2.1.9 shall survive termination of this Agreement. 2.2. Effect of Failure to Meet Section Certain 2.1 Commitments. Subject to Section 2.1.1, the failure to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment and/or the M/WBE Supply and Service Spending Commitment shall result only in the failure to earn an a percentage of Abatement that would otherwise have been available hereunder, and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in Section 4. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Cinram's Abatement in any given year of the Abatement Term shall be based (i) on the increase in the real property value of the leasehold interest, if any, in the Land and any improvements thereon since January 1, 2007, up to a maximum increase of $23,250,000 and (ii) on the increase in the value of taxable tangible personal property owned by Cinram or leased by and taxable to Cinram and located on the Land since January 1, 2007, up to a maximum increase of$22,500,000. In other words, with regard to the real property tax Abatement on the Land and any improvements thereon, in any year in which the value of the leasehold interest, if any, in the Land and any improvements thereon exceeds the value of the leasehold interest in the Land and any improvements thereon as of January 1, 2007 plus $23,250,000, Cinram's real property tax Abatement for that tax year shall be capped and calculated as if the increase in the value of the leasehold interest in the Land and any improvements thereon since January 1, 2007 had only been $23,250,000. For example, and as an example only, if the value of the leasehold interest in the Land and any improvements thereon in the sixth year of the Compliance Auditing Term is $25,000,000 over the value of the leasehold interest in the Land and any improvements thereon as of January 1, 2007, Cinram would receive a maximum real property tax Abatement of seventy-five percent (75%) of $23,250,000 in the sixth year of the Abatement Term and would pay full City taxes on the $1,750,000 remaining valuation. Along the same lines, if the value of the taxable tangible personal Page 9 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC property owned by Cinram or leased by and taxable to Cinram and located on the Land in the sixth year of the Abatement Term is $30,000,000 over the value of that property as of January 1, 2007, Cinram would receive a maximum personal property tax Abatement of seventy-five percent (75%) of$22,500,000 in the sixth year of the Abatement Term and would pay full City taxes on the $7,500,000 remaining valuation. 2.4. Protests Over Appraisals or Assessments; Future Abatements. Cinram shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements or taxable tangible personal property thereon or any portion thereof. Notwithstanding anything to the contrary herein, this Agreement shall not be construed to prohibit the City from granting future tax abatements on the Land or personal property thereon to the extent permitted by applicable law and authorized by the City Council in accordance with applicable law. 2.5. Terms. This Agreement shall take effect on the date as of which both the City and Cinram have executed this Agreement and, unless terminated earlier in accordance with its terms and conditions, shall expire simultaneously upon expiration of the Abatement Term, as defined below (the "Term"). The percentage of overall Abatement available to Cinram in any given year will be based in part on Cinram's compliance with the Overall Employment Commitment,the Fort Worth Employment Commitment, and the Central City Employment Commitment, and on compliance with the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment. The term during which the City will audit Cinram's compliance with such annual commitments shall commence in (i) the calendar year following the year in which the Completion Date occurs or (ii) at Cinram's election, the year in which the Completion Date occurs, but only if Cinram submits a written request to the City by September 30 of the year in which the Completion Date occurs (the "Compliance Auditing Term"). The term during whic]'a Cinram may receive an Abatement shall begin on January 1 of the year following the first year of the Compliance Auditing Term and shall terminate as set forth in this Section 2.5 (the "Abatement Term"). In other words, subject to subsection (ii) above, taxes will not be abated until the second full tax year following the calendar year in which the Completion Date occurs. For example, if the Completion Date occurs in 2008, the Compliance Auditing Term will commence on January 1, 2009 and the Abatement Term will commence on January 1, 2010, meaning that the first Abatement granted hereunder would be for the 2010 tax year and the last Abatement would be for the 2019 tax year. Unless this Agreement is terminated earlier in accordance with its terms and conditions, the Compliance Auditing Term and the Abatement Term shall end on the December 31 st immediately preceding their respective tenth (10th) anniversaries. Nevertheless, information for the last year of the Compliance Auditing Term shall be submitted as indicated in Section 3.3. Page 10 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC 2.6. Abatement Application Fee. The City acknowledges receipt from Cinram of the required Application fee of one percent (1%) of Project's estimated cost, not to exceed $15,000. If construction of the Required Improvements is diligently commenced and continues unabated on the Land within one (1) year from the date of the Application, this Application fee shall be creditable in full to the benefit of Cinram against any permit, impact, inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Cinram. 3. RECORDS, AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Property. Between the execution date of this Agreement and the last day of the Term, at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Cinram, the City shall have and Cinram shall provide access to the Land and any improvements thereon, including the Required Improvements, in order for the City to inspect the Land and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Cinram shall reasonably cooperate with the City during any such inspection and/or evaluation; provided, however, that the City will use reasonable efforts to refrain from interfering with the normal business operations on the Land and the improvements thereon during any such inspection. Notwithstanding the foregoing, Cinram shall have the right to require that any representative of the City be escorted by Cinram's security personnel while on the Land. 3.2. Audits. The City shall have the right, at the City's cost, to audit the financial and business records of Cinram that relate to the Lease, the Project and this Agreement (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Cinram. Cinram shall make all Records available to the City on the Land or at another location in the City mutually agreeable to both the City and Cinram and shall otherwise reasonably cooperate with the City during any audit at no cost to Cinram. The City agrees that (i) it will not audit compliance with any commitment set forth in Sections 2.1.1 through 2.1.8 for any calendar year more than once; (ii) no calendar year may be audited which is more than two (2) years previous to the calendar year in which the audit is taking place; and (iii) subject to applicable law, including, without limitation, the Texas Public Information Act, as set forth in Chapter 552 of the Texas Government Code, the City shall keep all information provided by Cinram pursuant to this Section 3.2 strictly confidential and shall not disclose the same to any party without written authorization by Cinram. Page 11 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless,LLC i 3.3. Reports and Filings. 3.3.1. Plan for Use of Fort Worth Certified M/WBE Companies. Within fourteen (14) calendar days following execution of this Agreement, Cinram will cause a plan will be filed with the City as to how the M/WBE Supply and Service Spending Commitment will be attained. Cinram agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to consider addressing any concerns that the City may have with such plan. 3.3.2. Employment Report. On or before February 1 following the end of each year of the Compliance Auditing Term, Cinram shall provide the City with a report in a form reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs on the Land; (ii) the total number of Fort Worth Residents who held Full-time Jobs on the Land; and(iii)the total number of Central City Residents who held Full-time Jobs on the Land, all as of the Compliance Date of the previous year, together with reasonable documentation regarding the residency of such employees, provided that the parties agree that information furnished by any employee pursuant to and in accordance with Cinram's routine employee policies and procedures shall be deemed satisfactory to determine the residency of such employee. 3.3.3. Quarterly Supply and Service Spending Report. Within thirty (30) calendar days following the end of each calendar quarter of the Compliance Auditing Term, Cinram will provide a report to the City in a form reasonably acceptable to the City that specifically outlines the then-aggregate Supply and Service Expenditures made in the same calendar year with Fort Worth Certified M/WBE Companies. The City will use the fourth quarter report for each year of the Compliance Auditing Term to determine the percentage of Abatement earned for the following year that is attributable to the M/WBE Supply and Service Expenditure Commitment. 3.3.4. General. Cinram shall supply any additional information reasonably requested by the City and which is in Cinram's possession that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined and more specifically outlined in Section 4.1. Subject to applicable law, including, without limitation, the Texas Public Information Act, as set forth in Chapter 552 of the Texas Government Code, the City agrees to keep any information provided pursuant to this Section 3.3.4 strictly confidential and will not disclose the same to any party without written authorization by Cinram. Page 12 (� Tax Abatement Agreement between AiS�� � City of Fort Worth and Cinram Wireless. LLCe�t� �� 25��npq 3.4. Determination of Complianee. On or before August 1 following the end of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Cimam for the following year of the Term based on the City's assessment of the reports provided pursuant to Section 3.3, the City's audit of the Records and any inspections of the Land and/or the Required Improvements, and shall notify Cinram in writing of such decision and ruling. If Cimam reasonably disagrees with the City's decision and ruling, Cinram shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Cinram, at Cinram's sole cost and expense, may request an independent third party who is reasonably acceptable to the City to verify the findings of the City within not more than thirty (30) calendar days following receipt of Cinram's notice to the City, and if any discrepancies are found, the City, Cinram and the independent third party shall cooperate with one another to resolve the discrepancy. If resolution cannot be achieved, the matter may be taken to the City Council for consideration in an open public meeting at which both City staff and Cinram's representatives will be given an opportunity to comment. The City shall allow Cinram and the independent third party reasonable access to the City's books and records relating to this issue. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. Notwithstanding the foregoing, but subject to Section 2.1.9 hereof, once the City makes a decision and ruling as to whether Cinram is entitled to the percentages of Abatement available pursuant to Sections 2.1.1, 2.1.2 and 2.1.3, Cinram shall be entitled to the benefits of percentage of Abatement in each year of the Abatement Term without the necessity of providing any additional information and documentation or obtaining any additional decision or ruling from the City. 4. EVENTS OF DEFAULT. 4.1. Defined. Cimam shall be in default of this Agreement if(i) any of the covenants set forth in any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; or (ii) the Lease expires or is terminated for any reason; or (iii) ad valorem real property taxes with respect to Cinram's leasehold interest in the Land or any improvements located thereon, or Cinram's ad valorem taxes with respect to the tangible personal property located on the Land, become delinquent and Cinram does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iv) subject to Section 2.2, Cinram breaches any of the other terms or conditions of this Agreement (collectively, each an"Event of Default"). Page 13 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless. LLC 4.2. Notice to Cure. Subject to Section 2.1.9 and Section 5 of this Agreement, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Cinram that describes the nature of the Event of Default. If the Event of Default is on due to a breach under Sections 1.1, 1.2 or 1.3 of this Agreement or on account of the expiration or termination of the Lease, the City will have the right, as its sole and exclusive remedy in addition to any other rights the City may have under Section 4.3 hereof, to terminate this Agreement immediately. For any other Event of Default, Cinram shall have sixty (60) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Cinram reasonably believes that it will require additional time to cure the Event of Default, Cinram shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Cinram's efforts and intent to cure, Cinram shall have one hundred twenty (120) calendar days from the original date of receipt of the written notice, to cure the Event of Default, or (ii) if Cinram reasonably believes that it will require more than one hundred twenty (120) days to cure the Event of Default, after advising the City Council in an open meeting of Cinram's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole but reasonable discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately upon provision of written notice to Cinram. Cinram acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) otherwise harm the City, and Cinram agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, as the City's sole and exclusive remedy, Cinram shall pay the City, as liquidated damages and as specifically authorized pursuant to Section 312.205(a)(4) of the Code, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed (and which event of Default had occurred) and which otherwise would have been paid to the City in the absence of this Agreement. The City and Cinram agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. At the City's election and without limiting any of the City's rights and remedies for such collection, this amount may be recovered by the City through adjustments made to Cinram's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within ninety (90) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within ninety (90) days Page 14 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC following the effective date of termination of this Agreement, Cinram shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). If this Agreement is terminated on account of a failure to construct or to cause to be constructed the Required Improvements in accordance with Sections 1.1 and/or 1.2 of this Agreement, no liquidated damages will be owed to the City because taxes will not yet have been abated hereunder. 4.4. Termination at Will. If the City and Cinram mutually determine that the development or use of the Land or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Cinram may terminate this Agreement in a written format that is signed by both parties. In this event,there will be no recapture of any taxes previously abated. 5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. Cinram may assign this Agreement and the benefits provided hereunder to an Affiliate without the consent of the City, provided that (i) prior to or contemporaneously with the effectiveness of such assignment, Cinram provides the City with written notice of such assignment, which notice shall include the name of the Affiliate and a contact name, address and telephone number for the Affiliate, and (ii) the Affiliate agrees in a written document with the City to assume all terms and conditions of Cinram under this Agreement. For purposes of this Agreement, an "Affiliate" means (i) all entities, incorporated or otherwise, under common control with Cinram., controlled by Cinram or controlling Cinram; (ii) any entity which acquires all or substantially all of Cinram's equity interests or assets; and (iii) Motorola, Inc. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Cinram may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i) if the Completion Date has not occurred, the City Council first finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in a written document with the City to assume all terms and conditions of Cinram under this Agreement. Any attempted assignment in violation of this Section 5 shall constitute grounds for termination of this Agreement and the Abatement granted hereunder for subsequent years only following ten (10) calendar days of receipt of written notice from the City to Cinram. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Page 15 Tax Abatement Agreement bet"ecn City of Fort Worth and Cinram Wireless. LLC City: Cinram: City of Fort Worth Attn: Director, Economic & Community Attn: Development Department 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Manager and the City Attorney at the same address 7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS; ALL GRANTS SUBJECT TO APPROPRIATION. 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. Chapter 2264, Texas Government Code, relating to restrictions on the use of certain public subsidies (House Bill 1196, 80th Legislature) does not apply to this Agreement because the Application was submitted to the City prior to September 1, 2007. 8. 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. 9. 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. 10. VENUE AND JURISDICTION. If any action, whether or not 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 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. Page 16 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless,LLC 11. NO THIRD PARTY RIGHTS. The provisions of this Agreement are solely for the benefit of the City and Cinram, and any assign or successor of Cinram that has satisfied the requirements of Section 5 of this Agreement, and are not intended to create any rights, contractual or otherwise, in any other person or entity, including, but not limited to, Alliance. 12. FORCE MAJEURE. In addition to those instances where Force Majeure is addressed elsewhere in this Agreement, it is expressly understood and agreed that if the performance by either party of any obligation hereunder is delayed by reason of Force Majeure, the time period applicable to performance of such obligation shall be extended for a period of time equal to the period of the specific event of Force Majeure. 13. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against either party, regardless of the actual drafter of this Agreement. In the event of any conflict between the City's zoning ordinances, or other City ordinances and regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. 14. BONDHOLDER RIGHTS. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 15. CONFLICTS OF INTEREST. To the best of the knowledge of both the City and Cinram, neither the Land nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone. 16. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Page 17 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC 17. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Cinram, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. 18. 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. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: [SIGNATURES FOLLOW IMMEDIATELY ON NEXT TWO (2) PAGES] Page 18 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless.LLC a CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITYY: By: By: Dale Fisseler Peter Vaky Assistant City Manager Assistant City Attorney Date: /Z/Z-ff M& C: C-22319 I--/fr-07 ATTEST: By: rh City Secretary STATE OF TEXAS § COUNTY OF TARRANT § ins BEFORE ME, the undersigned authority, on this day personally appeared DM r, Acting 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. GIV N UNDER MY HAND AND SEAL OF OFFICE this c2fh" dlay of 2007. tau //I�'l�� �pt►nr PATRICIA L.VAN HORNE Notary Public in Notary Public and for � STATE OF TEXAS the State Of Texas OF My Cw m.Up.06/15/2010 Notary's Printed Name Page 19 r Tax Abatement Agreement between � �� � City of Fort Worth and Cinram Wireless,LLC �r T, C2EAly . i10 H1 YEN. CINRAM WIRELESS, LLC: By 64 1 Name:-riuv rn,,lrz-&,ij Title: V\v RhS,Acj-t goer.C&\x Date: Ztc 2,7 200:;z ATTEST: By: r LORI TtCKNOR s. +°•' �`�=_ Notary Public,State of Texas STATE OF My Commission Expires November 06,2011 COUNTY OF �� § BEFORE ME, the undersigned authority, on this day personally appeared of CINRAM WIRELESS, LLC, known to me to be the person whose i&ne is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the saine for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of CINRAM WIRELESS, LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day Of p 4M,Jk4A 2007. )Notary Public and for the State of 6A tC/✓� y( T lJ-/lur Notary's Printed Name Page 20 Tax Abatement Agreement between City of Fort Worth and Cinram Wireless, LLC EXHIBITS "A"—Tax Abatement Policy "B"—Map and Legal Description of the Land "C"—Tax Abatement Application "D"—Map of Central City Tax Abatement Agreement between City of Fort Worth and Cinram Wireless.LLC Exhibit "A" Tax Abatement Policy A Resolution NO. 3423-10-2006 AMENDING THE CITY'S TAX ABATEMENT POLICY(RESOLUTION NO.3363-W 2006)GOVERNING SUBSEQUENT TAX ABATEMENT AGREEMENTS WHEREAS,a municipality may enter into tax abatement agreements authorized by Chapter 312 of the Texas Tax Code ("Code") only if the governing body of the municipality has previously adopted a resolution stating that the municipality elects to be eligible to participate in tax abatement and has established guidelines and criteria governing tax abatement agreements("Tax Abatement Policy");and WHEREAS,pursuant to the Code,a Tax Abatement Policy is effective for two(2)years from the date of its adoption;and WHEREAS, the City's current Tax Abatement Policy was adopted by the City Council pursuant to - Resolution No.3363-06-2006 and went into effect on June 15,2006;and WHEREAS,Section 312.002(c)allows the City Council to amend the current Tax Abatement Policy by a vote of three-fourths(3/4)of the members of the City Council;and WHEREAS, the City Council wishes to amend the current Tax Abatement Policy the clarify the definitions of"Fort Worth Company"and"Fort Worth Certified M/WBE Company", NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,TEXAS: 1. THAT the City Council hereby adopts the amended Tax Abatement Policy attached hereto as Exhibit "A", which constitutes the guidelines, criteria and procedures governing tax abatement agreements entered into by the City,to be effective from the date of adoption of this Resolution through June 14, 2008, unless earlier amended or repealed by a vote of at least three-fourths (3/4) of the members of the City Council. Amended language is indicated by a strikethrough for language that is being deleted from the Tax Abatement Policy and a double-underline for language that is being added to the Tax Abatement Policy. 2. THAT this amended Tax Abatement Policy,as it may subsequently be amended,will expressly govern all tax abatement agreements entered into by the City during the period in which. such Tax ` Abatement Policy is in effect. ADOPTED this 17th day of October ,2006. Resolution 2 -1 - ATTEST: Bp. City Secretary APPROVED CITY COUNCIL OCT 17 2006 Cuy or Worth Tema ciwv or rear ima rm City of Fort Worth General Tax Abatement Policy Effective June 15,2006 through June 14,2008 1. GENERAL PROVISIONS. I.I. Purpos e. Chapter 312 of the Texas Tax Code allows,but does not obligate or require,the City to grant a tax abatement on the value added to a particular property on account of a specific development project that meets the eligibility requirements set forth in this Policy. In order for the City to participate in tax abatement,the City is required to establish guidelines and criteria governing tax abatement agreements. This Policy is intended to set forth those guidelines and criteria for persons or entities interested in receiving a tax abatement from the City. This Policy shall expire on June 14,2008. 1.2. General OWbility Criteria. A tax abatement can only be granted to persons or entities eligible for tax abatement pursuant to Section 312.204(a) of the Texas Tax Code, which persons or entities as of the effective date of this Policy are(i)the owner of taxable real property located in a tax abatement reinvestment zone; or (ii) the owner of a leasehold interest in real property located in a tax abatement reinvestment zone. Although the City will consider all applications for tax abatement that meet the eligibility requirements set forth in this Policy, it is especially interested in development projects that: • result in the creation of new full-time jobs for Fort Worth Residents and Central City Residents;and • are located in the Central City;and • result in development with little or no additional cost to the City while producing a positive economic impact to the tax paying citizens of Fort Worth,and • have a positive impact on Fort Worth Companies and Fort Worth Certified MIWBE Companies;and, • promotes quality,affordable housing and/or mixed income development. 1.3. General Exclusions and Limitations. 1.3.1. Lessees of Real Property. A person or entity seeking tax abatement on real property that is leased from a third party should be advised that,pursuant to state law,the City can only abate taxes on the increased value of the taxable leasehold interest in the real property,if any, and the increase in value of taxable improvements and tangible personal property located on the real property and subject to the leasehold interest, if any. Before applying for a tax abatement from the City, such persons or entities should seek professional and legal guidance, and may wish to consult with the appraisal district having jurisdiction over the property in question, as to whether their development projects will result in a taxable leasehold interest in the property and, if so, the anticipated value of that leasehold interest. City of Fort Worth General Tax Abatement Policy Page 1 of l Z 1.33. ProRLr ty Located in eiahb2ftedEmoowerment Zones("NEZs"). i The City Council has designated certain distressed areas of the City needing 3 affordable housing, economic development and expanded public services as NEZs. Notwithstanding anything that may be interpreted to the contrary,this Policy does not apply to property located in a NEZ. A person or entity seeking tax abatement on property owned or leased in a NEZ should refer to the NEZ Policy. 1.3.3. PlroRS&Located in Tax Increment Reinvestment Zones EDFs"). i The City Council has designated certain areas of the City as TIFs. This Policy does apply to property located in a TIF. However, a person or entity seeking tax abatement on property owned or leased in a TIF should be advised that state law requires a TIF's board of directors and the governing bodies of all taxing jurisdictions contributing tax increment revenue to a T1F to approve a City tax abatement agreement on property located in that T1F before the agreement can take effect. 1.3.4. Property Located In Enterprise Zone& The State of Texas has designated certain areas of the City with high unemployment as enterprise zones. Various economic development incentives are available to owners of property located in enterprise zones. In accordance with state law, all property located within an enterprise zone is automatically designated as a tax abatement reinvestment zone. However, the City typically designates individual tax abatement reinvestment zone overlays when it wishes to grant tax abatements on property located in an enterprise zone. I DEFINITIONS. Capitalized terms used in this Policy but not defined elsewhere shall have the following meanings: Abatement or Tax Abatement•A full or partial exemption from ad valorem taxes on eligible taxable real and personal property located in a Reinvestment Zone for a specified period. on the difference between(i)the amount of increase in the appraised value(as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun alter the execution of a written Tax.Abatement Agreement and(ii)the appraised value of such real estate prior to execution of a written Tax Abatement Agreement (as reflected on the most recent certified tax roll of the appropriate county appraisal district for the year prior to the date on which the Tax Abatement Agreement was executed). Abatement Benefit Term—The period of time specified in a Tax Abatement Agreement, but not to exceed ten(10)years,that the recipient of a tax abatement may receive the Abatement. Abatement Compliance Term—The period of time specified in a Tax Abatement Agreement during which the recipient of a tax abatement must comply with the provisions and conditions of the Tax City of Fort Worth General Tax Abatement Policy Page 2 of,t x Abatement Agreement and file an annual report with the City which outlines and documents the extent of the recipient's compliance with such provisions and conditions. Business Expansion Project -- A project in the square footage of a facility or facilities currently located in the City will be expanded. Capital Investment-Only real property improvements such as,without limitation,new facilities and structures,site improvements, facility expansion,and facility modernization. Capital Investment does NOT include (i) land acquisition costs; (ii) any improvements existing on the property prior to execution of a Tax Abatement Agreement; or (iii) personal property such as, without limitation, machinery,equipment,supplies and inventory. Central City—A geographic area within the City,defined by the City Council and shown in the map of Exhibit"A"of this Policy. Central City Resident—An individual whose principle place of residence is at a location within the Central City. CommerciaUlndustrial Development Project — A development project in which a facility or facilities will be constructed or renovated on property that is or meets the requirements to be zoned for commercial or industrial use pursuant to the City's Zoning Ordinance. CDBG Eligible Area—Any census tract in which fifty-one percent(51%)or more of the residents in that census tract have low to moderate incomes, as defined by the United States Department of Housing and Urban Development. Commitment - An agreed upon amount and/or percentage related to the utilization of Fort Worth Companies and Fort Worth Certified M/WBE Companies for construction spending on a given project or for Supply and Service Expenditures and related to the hiring of Fort Worth Residents and Central City Residents. Fort Worth Certified M/WBE Company—A minority or woman-owned business that has received certification as either a minority business enterprise(MBE),a woman business enterpriw(WBE), or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA),and that has a Principal Office located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a specific commitment set forth in a given Tax Abatement Agreement. Fort Worth Company—A business that has a Principal Office located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a specific commitment set forth in a given Tax Abatement Agreement. Fora'Worth Resident--An individual whose principal place of residence is at a location within the corporate limits of the City. Mixed-Use Development Project — A development project in which a facility or facilities will be constructed or renovated such that(i)at least twenty percent(20%)of the total gross floor area will be used as residential space and(ii)at least ten percent(10%)of the total gross floor area will be used for office,restaurant,entertainment and/or retail sales and service space. City of Fort Worth General Tax Abatement Policy Page 3 of t i MIWBE Advisory Committee (MWBEAC) — A committee appointed by the Fort Worth City Council to review and make recommendations as to Commitments proposed by an applicant for Talc Abatement if any such Commitments contain less than a 25% expenditure with Fort Worth Certified M/WBE companies for construction spending and for Supply and Service Expenditures and to advise the City as to the availability of Fort Worth Certified M/WBEs. Principal Office—An office facility that is fully operational and has sufficient equipment, supplies, and personnel to provide the product or service of the business in question to clients in the City without significant reliance on the resources of another entity or affiliate or of an auxiliary facility of the business which is located outside the corporate limits of the City. Reinvestment Zone — An area designated by the City as a'tax abatement reinvestment zone in accordance with Chapter 312 of the Texas Tax Code. Residential Development Project—A development project in which a facility or facilities will be constructed or renovated as multi-family living units on property that is or meets requirements to be zoned for multi-family or mixed-use pursuant to the City's Zoning Ordinance. Supply and Service Expenditures — Discretionary expenditures made as part of normal business operations on the real property subject to tax abatement, such as, by way of example only, office supplies,janitorial supplies and professional services. Tag Abatement Agreement—A written Agreement that the recipient of a tax abatement must enter into with the City and that outlines the specific terms and conditions pertaining to and governing the tax abatement. 3. RESIDENTIAL DEMOPMENT PROJECTS E1,r1GIBLE FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy,a Residential Development Project must meet all of the criteria set forth in one of the following paragraphs: 3.1. (i) Be located in the Central City; and (ii) °Satisfy the Capital Investment and affordability criteria necessary for a Residential Development Project to be eligible for tax abatement under the NEZ Policy; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard Requirements for Residential Development Projects, Certain Commercial/ Industrial and Mixed-Use Development Projects);or 3.2. (i)Be located in a CDBG Eligible Area;and(ii)Have a capital investment of at least$5 million; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial /Industrial and Mixed- Use Development Projects);or 3.3. (1)Be located outside of the Central City;and(ii)Have a capital investment of at least$5 million; and (iii) Meet all of the Commitments set forth In Section 7 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed- Use Development Projects). In addition, an applicant for a Residential Development Project tax abatement that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the City of Fort Worth General Tax Abatement Policy Page 4 of It applicant's Tax Abatement Application, a detailed description and the estimated costs of the renovations contemplated. 4. COMMERCIALANDUSTRIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy, a Commercial/Industrial Development Project must meet all of the criteria set forth in one of the following paragraphs: 4.1. (i) Have a minimum Capital Investment of$250,000; and(ii) Be located in the Central City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the Central City, or within a CDBG Eligible Area; and(iii)meet all of the Commitments of Section 7 of this Policy (Standard Requirements For Residential Development Projects, Certain Commercial/Industrial Development Projects, Mixed-Use Development Projects, And Business Expansion Projects);or 4.2. (i) Have a minimum Capital Investment of $10 million;.and (ii) meet all of the Commitments of Section 7 of this Policy (Standard Requirements For Residential Development Projects, Certain Commercial&dustrial Development Projects, Mixed-Use Development Projects, And Business Expansion Projects);or 4.3. (i) Have a minimum Capital Investment of$100 million; and (ii) satisfy additional requirements that may be set forth by the City on a project-specific basis. In addition, an applicant for tax abatement on a CommerciaUlndustrial Development Project that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the applicant's Tax Abatement Application,a detailed description and the estimated costs of the renovations contemplated. 5. MIXED-USE DEVELOPMENT PROJECTS ELIGIBLE.FOR TAX ABATEMENT. To be eligible for tax abatement under this Policy, a Mixed-Use Development Project must meet all of the criteria set forth in one of the following paragraphs: 5.1. (i) Have a minimum Capital Investment of$250,000; and (ii) Be located in the Central City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the Central City,or within CDBG Eligible Area;and(iii)meet all of the Commitments of Section 7 of this Policy(Standard Requirements For Residential Development Projects, Certain Commercial/Industrial Development Projects,Mixed-Use Development Projects,And Business Expansion Projects);or 5.2. (i) Have a minimum Capital Investment of $10 million; and (ii) meet all of the Commitments of Section 7 of this Policy (Standard Requirements For Residential Development Projects, Certain Commercial/Industrial Development Projects, Mixed-Use Development Projects, And Business Expansion Projects);or 5.3. Ci) Have a minimum Capital Investment of$100 million; and (ii).consist of multiple land uses,whereby no single land use would comprise greater than 40%of the project's land area;and City of Fort Worth Genaw Tax Abatement Policy Page 5 of 11 (iii) emphasize live/work/play opportunities with multi-modal access; and, (iv) satisfy additional requirements that may be set forth by the City on a project-spec basis. In addition,an applicant for tax abatement on a Mixed-Use Development Project that includes, in whole or in part, the renovation of one or more existing structures shall provide, as part of the applicant's Tax Abatement Application,. a detailed description and the estimated costs of the renovations contemplated. 6. BUSINESS EXPANSION PROJECTS FOR EXISTING FORT WORTH BUSINESSES To be eligible for tax abatement under this Policy,a Business Expansion Project must meet all of the criteria set forth in on the following paragraphs: 6.1 (i) Be located in the Central City or a CDBG Eligible Area; and (ii) Have been in business continuously for at least six months prior to the submission of an Application to the City for Tax Abatement, and (iii) Have a total real and personal property investment of at least $250,000; and (iv) Meet all of the Commitments set forth in Section 7 of this Policy(Standard Requirements For Residential Development Projects, Certain Cornmercialadustrial Development Projects, Mixed-Use Development Projects,And Business Expansion Projects);or 6.2 (i)Be located outside of the Central City and CDBG Eligible Area and(ii)Have been in business continuously for at least five years prior to the submission of an Application to the City for Tax Abatement,and(iii)Have a total real and personal property investment of at least$10 million(a minimum Capital Investment of$1 million)and(iv)Meet all of the Commitments set forth in Section 7 of this Policy (Standard Requirements For Residential Development Projects, Certain CommerciaWndustdal Development Projects, Mixed-Use Development Projects, And Business Expansion. Projects) improvements. 7. STANDARD REO_LT 4 ME,NTS FOR RESIDENTIAL DEVELOPMENT PROJECTS CERTAIN COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS.MIXED- USE DEVELOPMENT PROJECTS,AND BUSINESS EXPANSION PROJECTS. To be eligible for property tax abatement, a Residential Development Project meeting the requirements set forth in Sections 3.1,3.2 or 3.3 of this Policy; a Commercial/Industrial Development Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; a Mixed-Use Development Project meeting the requirements set forth in Sections 5.1 and 5.2; and a Business Expansion Project meeting the requirements set forth in Sections 6.1 or 6.2 shall meet all of the following requirements: 7.1. Commit to provide full-time employment to a set number and/or a percentage of fwl- time jobs offered on the real property where the Development is located, to Central City Residents, which Commitment will be agreed upon and set forth in the Tax Abatement Agreement;and City of Fort Worth General Tax Abatement Policy Page 6 of 11 72. Commit to provide full-time employment to a set number and/or a percentage of full- time jobs offered on the real property where the Development is located, to Fort Worth Residents, which Commitment will be agreed upon and set forth in the Tax Abatement Agreement;and 7.3. Commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Companies, which Commitment•will be agreed upon and set forth in the Tax Abatement Agreement;and 7.4 Commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenditures with Fort Worth Certified M/WBE Companies. Any Commitment below 25%of the total construction costs and of the annual Supply and Service Expenses will require an applicant for Abatement to meet with the City of Fort Worth's M/WBE Advisory Committee to seek input and assistance prior to action by the City Council. The M/WBE Advisory Committee will provide the City Council with a recommendation related to the utilization of Fort Worth Certified M/WBEs. The M/WBE Advisory Committee's recommendation, if different from the Commitment made by the applicant for Abatement, will be non-binding,but should be taken under advisement by the City Council, 7.5 All Commitments established pursuant to Sections 7.1 through 7.4 will be agreed upon and set forth in the Tax Abatement Agreement and, if not met, will serve to reduce the value of Abatement in accordance with the specific terms and conditions of the Tax Abatement Agreement;and 7.6. Commit to file a plan with the City (within six weeks of City Council approval of the Tax Abatement Agreement) as to how the Commitments for use of Fort Worth Certified M/WBE Companies will be attained and, in order to demonstrate compliance with that plan, (i)to file monthly reports with the City and the Minority and Women Business Enterprise Advisory Committee throughout the construction phase of any improvements required by the Tax Abatement Agreement reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies, (ii) list the name of a contact person that will have knowledge of the construction phase of the project,and (iii) from the start of the First Compliance Auditing Year(as defined in Section 8) until expiration of the Tax Abatement Agreement, to file quarterly reports with the City reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies. The City Council may, in its sole discretion, require a Commercial/Industrial Development Project meeting the criteria set forth in Section 4.3 of this Policy and a Mixed-Use Development Project meeting the criteria set forth in Section 5.3 of this Policy to satisfy some, all or none of the requirements set forth in this Section 7. 8. TAX ABATEMEN'x`CALCULATION. All Tax Abatement Agreements shall require the recipient to construct or cause construction of specific improvements on the real property that is subject to the abatement. Failure to construct these specific improvements at the minimum Capital Investment expenditure and by the deadline established in the Tax Abatement Agreement shall give the City the right to terminate the Tax Abatement Agreement. The amount of a particular tax abatement shall be negotiated on a case-by-case basis and specifically set forth in the Tax Abatement Agreement. The calculation of tax abatement for a CommerciaUlndustrial Project that meets the requirements of Section 4.3 of this Policy or for a Mixed- Use Development Project that meets the requirements of Section 5.3 of this Policy shall be negotiated on a case-by-case basis and governed solely by the terms and conditions of the Tax Abatement Agreement. The calculation of tax abatement for any other project shall be negotiated on a case-by- City of Fort Worth General Tax Abatement Policy Pap 7 of U case basis, but shall be governed directly in accordance with the degree to which the recipient meets the four (4) Commitments set forth in Sections 7.1, 7.2, 7.3 and 7.4 of this Policy, which will be outlined in the Tax Abatement Agreement. A Tax Abatement Agreement may establish a base abatement that is (i) reduced in accordance with the recipient's failure to meet one or more of such Commitments or (ii) increased in accordance with the recipient's meeting and/or exceeding one or more of such Commitments. 9. TAX ABATEMF&T IMPLEMENTATION. The term of a tax abatement shall be negotiated on a case-by-case basis and specified in the Tax Abatement Agreement. The City will audit and determine the recipier's compliance with the terms and conditions of the Tax Abatement Agreement for a full calendar year prior to the first year in which the tax abatement is available (the "First Compliance Auditing Year"). The Compliance Auditing Year shall either be the full calendar year in which a final certificate of occupancy is issued for the improvements required by the Tax Abatement Agreement for the real property subject to abatement or the following calendar year,as negotiated and set forth in the Tax Abatement Agreement. The fast tax abatement will be available to the recipient for the tax year following the Compliance Auditing Year. In other words,the degree to which the recipient meets the Commitments set forth in the Tax Abatement Agreement will determine the percentage of taxes abated for the following tax year. The City will continue to audit and determine the recipient's compliance with the terms and conditions of the Tax Abatement Agreement for each subsequent calendar year, which findings shall govern the percentage of taxes abated for the following tax year,until expiration of the Tax Abatement Agreement. 10. TAX A13&UMENT APPLICATION PROCEDURES. Each tax abatement application shall be processed in accordance with the following standards and procedures: 10.1. Submission of Application. If a given development project qualifies for tax abatement pursuant to the eligibility criteria detailed in Section 4,Section 5, Section 6,or Section 7 of this Policy,as the case may be, an applicant for tax abatement must complete and submit a City of Fort Worth Tax Abatement Application(with required attachments) (the "Application"). An Application can be obtained from and should be submitted to the City's Economic and Community Development Department. In order to be complete, the Application must include documentation that there are no delinquent property taxes due for the property on which the development project is to occur. 10.2. Application Fee. } Upon submission of the Application,an applicant must also pay an application fee.This application fee shall be$15,000("Application Fee")of which$13,000 will be credited to any permit,impact,inspection or other fee paid by the applicant and required by the City directly in connection with the proposed project, as long as substantive construction on the project, as '• determined by the City in its sole and reasonable discretion, has been undertaken on the property specified in the application within one (1)year following the date of its submission. City of Fort wot1h General Sax Abatement Policy Page8ofll The remaining$2,000 is non-refundable and will be utilized for City staff expenses associated with processing the Application and fees associated with legal notice requirements. 10.3. Application Review and Evaluation. The Economic and Community Development Department will review an Application for accuracy and completeness. Once complete, the Economic and Community Development Department will evaluate an Application based on the perceived merit and value of the project, including,without limitation,the following criteria: • Types and number of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement packages, transportation assistance, employer-sponsored training and education, and any other benefits; • Percentage of new jobs committed to Fort Worth Residents; • Percentage of new jobs committed to Central City Residents; • Percent of construction contracts committed to (i) Fort Worth Companies and (ii) Fort Worth Certified M/WBE Companies; • Percentage of Supply and Service Contract expenses committed to (i) Fort Worth Companies and(ii)Fort Worth Certified M/WBE Companies; • Financial viability of the project; • The project's reasonably projected increase in the value of the tax base; • Costs to the City(such as infrastructure participation,etc.); • Remediation of an existing environmental problem on the real property; • The gender, ethnic background and length of employment of each member of the applicant's board of directors, governing body or upper management, as requested by the City;and • For residential projects, number or percentage of units reserved as affordable housing for persons with incomes at or below eighty percent (80%) of median family income based on family size (as established and defined by the United States Department of Housing and Urban Development) • Other items that the City may determine to be relevant with respect to the project. Based upon the outcome of the evaluation,the Economic and Community Development Office will present the Application to the City Council's Central City Revitalization and Economic Development Committee. In an extraordinary circumstance, the Economic and Community Development Department may elect to present the Application to the full City City of Fort Worth General Tax Abatement Policy Page 9 of 11 7 x Council without initial input from the Central City Revitalization and Economic Development Committee. 10A. Consideration by Council Committee. The City Council's Central City Revitalization and Economic Development Committee will consider the Application in an open meeting or, if circumstances dictate and the law allows, a closed meeting. The Committee may either (i) recommend approval of the Application, in which case City staff will incorporate the terms of the Application into a Tax Abatement Agreement for subsequent consideration by the full City Council with the Central City Revitalization and Economic Development Committee's recommendation to approve the Agreement; (iii) request modifications to the Application, in which case Economic Development Office staff will discuss the suggested modifications with the applicant and,if the requested modifications are made, resubmit the modified Application to the Central City Revitalization and Economic Development Committee for consideration; or (iii) deny to recommend consideration of the Application by the full City Council. 10.5. Consideration by the City Council. A Tax Abatement Agreement will only be considered by the City Council if the applicant has first executed the Tax Abatement Agreement. The City Council retains sole authority to approve or deny any Tax Abatement Agreement and is under no obligation to approve any Application or Tax Abatement Agreement. 11, GENERAL POLICIES AND REQUIREMENTS. Notwithstanding anything that may be interpreted to the contrary herein,the following general terms and conditions shall govern this Policy: 11.1. A tax abatement shall not be granted for any development project in which a building permit application has been filed with the City's Development Department. In addition,the City will not abate taxes on the value of real or personal property for any period of time prior to the year of execution of a Tax Abatement Agreement with the City. 112. The applicant for a tax abatement must provide evidence to the City that demonstrates that a tax abatement is necessary for the financial viability of the development project proposed. 11.3. In accordance with state law,the City will not abate taxes levied on inventory,supplies or the existing tax base. 11A. An applicant for tax abatement shall provide wage rates, employee benefit information for all positions of employment to be located in any facility covered by the Application. 11.5. Unless otherwise specified in the Tax Abatement Agreement, the amount of real property taxes to ire abated in a given year shall not exceed one hundred fifty percent(150%) of the amount of the minimum Capital Investment expenditure required by the Tax Abatement Agreement for improvements to the real property subject to abatement multiplied by the City's tax rate in effect for that same year,and the amount of personal property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the minimum value of personal property required by the Tax City of fort Worth Laurel Tax Abatement Policy Page 10 of 11 Abatement Agreement to be located on the real property, if any,subject to abatement multiplied by the City's tax rate in effect for that same year. 11.6. The owner of real property for which a Tax Abatement has been granted shall properly maintain the property to assure the long-term economic viability of the project. In addition, if a citation or citations for City Code violations are issued against a project while a Tax Abatement Agreement is in effect, the amount of the tax abatement benefit will be subject to reduction, as provided in the Tax Abatement Agreement. 11.7. If the recipient of a tax abatement breaches any of the terms or conditions of the Tax Abatement Agreement and fails to cure such breach in accordance with the Tax Abatement Agreement, the City shall have the right to terminate the Tax Abatement Agreement. In this event, the recipient will be required to pay the City any property taxes that were abated pursuant to the Tax Abatement Agreement prior to its termination. 11.8. As part of the consideration under all Tax Abatement Agreements,the City shall have, without limitation, the right to (i) review and verify the applicant's financial statements and records related to the development project and the abatement in each year during the term of the Tax Abatement Agreement prior to the granting of a tax abatement in any given year and (ii) conduct an on-site inspection of the development project in each year during the term of the Tax Abatement to verify compliance with the terms and conditions of the Tax Abatement Agreement. Any incidents of non-compliance will be reported to all taxing units with jurisdiction over the real property subject to abatement. 11.9. The recipient of a tax abatement may not sell, assign, transfer or otherwise convey its rights under a Tax Abatement Agreement unless otherwise specified in the Tax Abatement Agreement. A sale, assignment, lease, transfer or conveyance of the real property that is subject to the abatement and which is not permitted by the Tax Abatement Agreement shall constitute a breach of the Tax Abatement Agreement and may result in termination of the Tax Abatement Agreement and recapture of any taxes abated after the date on which the breach occurred. For additional information about this Tax Abatement Policy, contact the City of Fort Worth's Economic & Community Development Department using the information below: City of Fort Worth Economic&Community Development Department 1000 Throckmorton Street Fort Worth,Texas 76102 (817)392-6103 http://fortworfi ov.org/ecodev/ FORT WORTH City of Fort Worth General Tax Abatement Policy Page 11 of I 1 I I i i i Exhibit "B" i Map and Legal Description of the Land BEING a tract of land situated in the J. J. Roberts Survey, Abstract Number 1305, the Jose Chirino Survey, Abstract Number 265 and the F. Cuella Survey, Abstract Number 267, Tarrant County, Texas, and being a portion of those certain tracts of land described by deed to AIL Investment, L.P., as recorded in Volume 13588, Page 181 (28.834 acre tract) and Volume 13588, Page 182 (26.259 acre tract), and a portion of that certain tract of land(Tract 9) described by deed to AIL Investment,L.P., formerly known as Hillwood Freeway, Ltd., as recorded in Volume 9527, Page 1011, Deed Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a stone found at the southeast corner of said 28.834 acre tract, being in the westerly right-of-way line of the Texas-Pacific Railroad right-of-way(a 100' right- of-way): THENCE N 25°07'22"E, 163.72 feet along the east line of said 28.834 acre tract and the west line of said Railroad right-of-way to the POINT OF BEGINNING; THENCE N 89 038'23"W, 2175.04 feet to the west line of said 28.834 acre AIL tract and the east property line of that certain tract of land described by deed to McWood L.P., as recorded in Document Number D204020232, Deed Records,Tarrant County,Texas; THENCE N 01 036'42"E, 400.63 feet along the common line of the west property line of said 28.834 acre AIL tract and east property line of said McWood tract to a 5/8 inch iron rod found at the northwest corner of said 28.834 acre AIL tract; THENCE N 88'20'17"E, 17.28 feet along the north line of said 28.834 acre AIL tract and continuing along the east line of said McWood tract to a 1/2 inch iron rod found, being the southwest corner of said 26.259 acre AIL tract; THENCE N 00 016'41"W, 824.38 feet along the west line of said 26.259 acre Ail tract and continuing along the east line of said McWood tract and then across said AIL tract 9 to the southerly right-of-way line of Westport Parkway(a 120' right-of-way); THENCE S 89 038'48"E, 1350.52 feet along the southerly right-of-way line of said Westport Parkway; THENCE S 00 012'00"W, 100.00 feet; THENCE S 89°38'48"E, 673.92 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 171.02 feet, through a central angle of 10°25'28" having a radius of 940.00 feet, the long chord of which bears S 84 026'05"E, 170.79 feet; r THENCE S 00°21'05"W,481.02 feet; THENCE S 64°52'51"E, 230.24 feet returning to the westerly right-of-way line of said Texas Pacific Railroad; THENCE S 25°07'22"W, 586.72 feet along the westerly right-of-way line of said Railroad to the POINT OF BEGINNING and containing 2,661,944 square feet or 61.110 acres of land more or less. 1 �----Tax Abatement Reinvestment Zone 61 FFL —a LIBER.T_Y_WAY J lJI WESTP6RTI=PKWY LF -Y.- L�.LLLI �C� rc3��� •'�"�t .2L �'•-E; tip; �p. �p} -' �`""���' :�`2 . [jL J KE,LLERHASLE RD City of Fort Worth, Texas Economic&Community Devevlopment Copyright 2007 Exhibit "C" Tax Abatement Application FORT WORTH City of Fort Worth Incentive Application Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-6103 6 i w g r Incentive Application GENERAL INFORMATION 1. Applicant Information: Company Name Cinram Wireless, LLC Company Address c/o Cinram, Inc. , 1600 Rich Road City, State,Zip Code Richmond, IN 47374 Contact Person (include title/position): Deborah Roberts, Financial Director Telephone Number 615-424-6408 ext. Mobile Telephone Number Fix Number E-mail address: Deborahroberts@ciuram.com 2. Project Site Information (if different from above): Address/Location: AllianceTexas, SW Corner of Westport Parkway & Highway 377 3. Development requests that will be sought for the project(check all that apply): A. Replat: Final plat required B. Rezoning: Current zoning: Requested zoning: i C. Variances: If yes, please describe: D. Downtown Design Review Board: E. Landmark Commission: 4. Incentive(s)Requested:) Real property and personal property tax abatements on new construction building and purchase of machinery, furniture and fixtures for new facility. 5. Specify elements of project that make it eligible for the requested incentive(s): *Purchase through M/WBE contractors & suppliers *Labor pool *Contract purchases and servicga Please see Incentive Policy for a list of incentives. Page 2 of 7 6. Do you intend to pursue abatement of: County Taxes? ❑ Yes ❑ No 7. What level of abatement will you request: Years? 10 Percentage? 75 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; i 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 projects?, 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? X No Yes If yes,where is the company currently located? 10. Project Description 2 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 k A. Please provide a brief description of the proiect Third party logistics and distribution. B. Real Estate Development (See Alliance Gateway No. 11 application) 1. Current Assessed Valuation of Land $ Improvements: $ 2. CSew Development r Expansion(please circle one): Size sq. ft. Cost of Construction$ 3. For mixed-use projects, please list square footage for each use r 4. Site Development(parking,fencing, landscaping, etc.): Type of work to be done Cost of Site Development$ C. Personal Property&Inventory 1. Personal Property: • Cost of equipment,machinery, furnishing,etc: $15,000,000.00 • Purchase or lease? 90% purchase; 10% lease 2. Inventory& Supplies: • Value of Inventory$ N/A Supplies $3,000,000.00 • Percent of inventory eligible for Freeport exemption (inventory, exported from Texas within 175 days) N/A % Page 4 of 7 ECDM7os 11. Employment and Job Creation: A. During Construction (See Alliance Gateway No. 11 application) 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? 0 2. What percent of current employees above are Fort Worth residents? 0 % 3. What percent of current employees above are Central City residents? 0 4. Please complete the following table for new jobs to be created from direct hire by applicant. First Year By Fifth Year By Tenth Year Total Jobs to be Created 1225 1525 1525 Less Transfers* 25 25 25 Net Jobs 1200 1500 1500 %of Net Jobs to be filled by Fort Worth Residents 25% 25% 25% %of Net Jobs to be filled by Central City Residents 107 10� lOZ * If any employees will be transferring, please describe from where they will be transferring. Management and key positions to Cinram processes transferring from Nashville, TN; Huntsville, AL; Fresno, CA and Olyphant, PA. Please attach a description of the jobs to be created, tasks to be performed for each, wage rate for each classification, and a brief description of the employee benefit package(s) offered including the portion paid by employee and employer respectively. See question 14 for more information. Please describe any ancillary(not direct hire by applicant)job creation that will occur as a result of completing this project. *See attachment for 14h for Job creation specifics *Ancillary jobs created will be created from growth to area suppliers and contractors for needed supplier and Rem ces Page 5 of 7 ECD092705 12. Local Commitments: A. During Construction (See Alliance Gateway No. 11 application) 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? % • Fort Worth Certified Minority and Women Business Enterprises? % B. For Annual Supply& Service Needs Regarding discretionary supply and service expenses(i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses?$ 3.000,000,00 2. What percentage will be committed to Fort Worth businesses? 30 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 25 s 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. No 14.Please provide the following information as attachments: 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. 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 7 ECDO92105 d) Describe the infrastructure improvements(water, sewer,streets,etc.) that will be constructed as part of this project. �� � (De Describe any direct benefits to the City of Fort Worth as a result of this project. bee a&ZOV11 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. 6& i) Attach a brief description of the employee benefit package(s) offered (i.e. health _,VJXZi4+Cke{� insurance,retirement,public transportation assistance,day care provisions, etc.) t► including portion paid by employee and employer respectively. j Attach a plan for the utilization of Fort Worth Certified M/WBE companies. ► Attach a listing of the applicant's Board of Directors,if applicable. r -Attach a copy-of Incorporation Papers noting all principals,-partners, andagents andall (j 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. _1&rah I. kobvt_ qra'nalk Di'redor_ Print Name Title LO/0 10-7 Signature U Date Page 7 of 7 ECD092705 ,00 • Exhibit "D" Map of Central City CDBG Eligible Areas & Central City 7 2 X52 _ 76092 76 +'_.248 1, 2 91 76020 760 76131 76148 20 ( _ _ 76180 6054 76021 r 76135 76022, 12 7 10 i 761 761 76 g - 76127 4 761 a I . r7 120 T 76 76012 _. 7 i so 761041 ao 76105 6013 7 76115 76016 76015 132 I 8 � 76017 r ' 76133 - i 76134 76060 76128 � ._ .._.i1` — + a 76001 /f 73 '~ 7614 i � f i 6063 76036 --_-- -� 76028 0 1 2 4 6 8 Planning Department FORTWORTH Miles 10/21/04 - BK Page 1 of 3 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/18/2007 DATE: Tuesday, September 18, 2007 LOG NAME: 17CRAMXAGR REFERENCE NO.: C-22398 SUBJECT: Authorize Execution of Tax Abatement Agreements with Cinram Wireless, LLC, and with Alliance Gateway No. 11, Ltd., and Related Findings of Fact by the City Council RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a Tax Abatement Agreement with Cinram Wireless, LLC; 2. Authorize the City Manager to execute a Tax Abatement Agreement with Alliance Gateway No. 11, Ltd.; and 3. Find that the contemplated use of land in the reinvestment zone covered by the Tax Abatement Agreements and the improvements to be constructed in the reinvestment zone are consistent with encouraging development of the land and generating economic development and increased employment opportunities in the City. DISCUSSION: The real property subject to abatement in the proposed Tax Abatement Agreement with Cinram Wireless, LLC, (Cinram) and Alliance Gateway No. 11, Ltd., (Alliance) is located in the Alliance Business Park in north Fort Worth. Pursuant to Ordinance No. 17733-08-2007, adopted August 28, 2007, the City Council designated this property as Tax Abatement Reinvestment Zone Number 61, City of Fort Worth, Texas. Project: Cinram Wireless, LLC, is under contract to provide value-added logistics and distribution services to a leading mobile phone manufacturer. Cinram hopes to win contracts for similar services from other mobile phone manufacturers and continue to grow in facility requirements and employment. The proposed project is estimated to have a construction cost of at least $15.5 million. Cinram is also planning to acquire at least $15 million in new taxable personal property. Cinram will be leasing both the land and the new facility from Alliance. Alliance will oversee construction of the facility, and will retain ownership of the building once it is completed. Because state law requires real property tax abatement agreements to be made with owner of the real property, the City must enter into tax abatement agreements with both Cinram and Alliance in order to abate both real and personal property taxes and provide the overall incentive negotiated on this project. Employment: Cinram will be required to employ a minimum of 1,225 full-time employees (FTEs) 5n-site ,y aT T-15 2008. Of the total jobs, Cinram is required to fill a minimum of 25 percent of the jobs- with Fort &6th residents and a minimum of 15 percent of the jobs with Central City residents. - lL``a'.J if http://www.cfwnet.org/council_packet/Reports/mc_print.asp 008 Page 2 of 3 Utilization of Fort Worth Businesses: Regarding utilization of Fort Worth based businesses, Alliance has committed 30 percent of total construction spending to Fort Worth construction companies. Additionally, Cinram has committed to spend a minimum of 30 percent of its annual supply and service expenditures with Fort Worth companies. Utilization of Fort Worth Certified M/WBE Businesses: Regarding the utilization of Fort Worth Certified Minority and Women-Owned Business Enterprises (M/WBEs), Alliance has committed 25 percent of total construction spending to Fort Worth Certified M/WBE construction companies. Additionally, Cinram has committed to spend a minimum of 25 percent of annual supply and service expenditures with Fort Worth Certified M/WBE companies. ABATEMENT TERMS: Cinram and Alliance will receive a maximum tax abatements of 75 percent for ten years on real and personal property. The projected present value of the tax abatements to Cinram and Alliance collectively if the maximum abatement amount is reached every year during the agreement term is approximately $1.59 million. The abatements incorporate Cinram's and Alliance's commitments for employment, construction expenditures, and total annual supply and service spending. The abatement components and weightings are as follows: Real Property and Business Personal Property Improvements 10% Utilization of Fort Worth firms in Construction 10% Utilization of Fort Worth M/WBE firms in Construction 10% Meeting Minimum Employment Requirements 20% Meeting Minimum Fort Worth Employment 10% Meeting Minimum Central City Employment 5% Utilization of Fort Worth firms for Services and Supplies 5% Utilization of Fort Worth M/WBE firms for Services and Supplies 5% Failure to meet the minimum real and personal property commitments by May 15, 2008 shall be an event of default in which case the City will have the right to terminate the Agreement. Up to 30 percent abatement can be reached for the term of the agreement in the construction phase with 10 percent awarded for each of the following components related to the real and personal property improvements: (1) meeting the minimum investment requirements, (2) meeting the Fort Worth construction commitment and (3) meeting the FW M/WBE construction commitment. An additional 10 percent abatement can be awarded annually for meeting both Fort Worth and FW M/WBE supply and service commitments, each worth 5 percent. Additionally, up to an additional 35 percent can be awarded for meeting the employment commitments as outlined in the agreement with the minimum employment commitment worth 20 percent, Fort Worth resident commitment worth 10 percent and the Central City resident commitment worth 5 percent. Failure to meet the minimum employment commitment in any year will negate any abatement amount related to the Employment component for that year. This proposed project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the costs of real and personal property improvements are expected to exceed tax abatement amounts. TO Fund/Account/Centers FROM Fund/Account/Centers http://www.cfwnet.org/council_packet/R.eports/mc_print.asp 1/7/2008 Page 3 of 3 Submitted for City Manager's Office by: Dale Fisseler (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Jay Chapa (5804) Mark Folden (8634) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/7/2008