HomeMy WebLinkAboutContract 36458 CITY SECRETARY
CONTRACT NO. 5646
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; ALLIANCE GATEWAY NO. 11, LTD.
("Alliance"), a Texas limited partnership acting by and through Michael K. Berry, the duly
authorized Executive Vice President of Hillwood Alliance GP, LLC, General Partner of Hillwood
Alliance Management, L.P., a Texas limited partnership and General Partner of Alliance; 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,
Alliance and Cinram hereby agree that the following statements are true and correct and constitute
the basis upon which the City,Alliance 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 Wireless, LLC
("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. 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").
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Tax Abatement Agreement between
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E. In response to an application for tax abatement, submitted to the City on June 18,
2007, and pursuant to M&C C-22398, the City Council approved execution of a tax abatement
agreement with Cinram Wireless, LLC under which the City has agreed to abate a certain
percentage of Cinram's real property taxes based on the value of the leasehold interest in the Land
and on any improvements located on the Land, as well as Cinram's personal property taxes based
on the value of taxable tangible personal property owned by Cinram or leased by and taxable to
Cinram, as more particularly described in such tax abatement agreement (the "Cinram
Abatement"). The Cinram Abatement, once executed, will be a public document on file in the
City Secretary's Office and will be incorporated herein by reference for all purposes.
F. Alliance 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 19, 2007 Alliance 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, Alliance and Cinram, for and in consideration of the
terms and conditions set forth herein,do hereby contract, covenant and agree as follows:
1. ALLIANCE'S AND CINRAM'S COVENANTS.
1.1. Real Property Improvements.
In accordance with the Lease,Alliance shall construct or 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 Cinram shall cause at least
$15,000,000.00 worth of taxable new tangible personal property owned by Cinram or
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Tax Abatement Agreement between
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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.
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"). Alliance 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 Alliance's or 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 Alliance or Cinram 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.
Throughout the Term, the Land and the Required Improvements shall be used
primarily for the operation of a wireless telephone manufacturing facility, as set forth in
the Cinram Abatement.
1.4. Lease to Require Cinram to Pay Real Property Taxes.
Throughout the Term of this Agreement,the Lease shall require Cinram to pay all
of Alliance's real property taxes on the Land and on any improvements located thereon,
including, but not limited to,the Required Improvements.
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Tax Abatement Agreement between
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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 Alliance annual property tax abatements on the Land and
any real property improvements thereon, including,but not limited to,the Required Improvements,
excluding any taxes due on the leasehold interest granted under the Lease in the Land and any
improvements thereon, 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 the Land and any real property improvements thereon over their values as of January 1, 2007,
which is the year in which this Agreement was entered into, and upon attainment by Alliance of
certain construction spending benchmarks as well as attainment by Cimam of certain
employment, contracting and spending benchmarks, as more specifically set forth in this Section
2. The Abatement granted pursuant to this Agreement does not apply to any taxable tangible
personal property located on the Land and owned by Alliance or leased by and taxable to
Alliance. Abatement on any taxable tangible personal property located on the Land and owned
by Cinram or leased by and taxable to Cinram is addressed under the Cinram Abatement and not
this Agreement.
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 the Land and any improvements thereon, and shall be calculated
as follows:
2.1.1. Abatement Based on Construction and Personal Property
Expenditures (10%).
Alliance shall receive a ten percent (10%) Abatement in each year of the
Abatement Term, as defined in Section 2.5, if (i) at least $15,500,000.00 in
Construction Costs were expended on the Required Improvements by the
Completion Deadline 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 Alliance 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. So
long as at least $3,000,000.00 in taxable tangible personal property owned by
Cinram or leased by and taxable to Cinram is located on the Land by the
Completion Deadline, subparagraph 2.1.1(ii) shall be deemed satisfied for
purposes of said year and so long as at least an additional $3,000,000.00 in
taxable tangible personal property owned by Cinram or leased by and taxable to
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Cinram is located on the Land as of each of the first four (4) anniversaries of the
Completion Deadline, subparagraph 2.1.1(ii) shall be deemed satisfied for
purposes of each of the following four(4)years.
2.1.2. Abatement Based on Construction Spending with Fort Worth
Companies (Up to 10%).
Alliance 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,
the percentage of Abatement granted pursuant to this Section 2.1.2 would be
reduced from 10% to 8.33% for .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%)
Alliance 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.
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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 tot his 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%).
Alliance 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 the Overall Employment Commitment in any given
year of the Compliance Auditing Term is not met, in the following year of the
Abatement Term Alliance shall not receive (i) any of the 20% Abatement
available pursuant to this Section 21.4, (ii) any of the 10%Abatement available
pursuant to Section 2.1.5, even if the Fort Worth Employment Commitment was
met in that year of the Compliance Auditing Term; or (iii) any of the S%
Abatement available pursuant to Section 2.1.6, even if the Central City
Employment Commitment was met 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 Alliance 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
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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 with Central City
Residents (Up to 5%).
Subject to Section 2.1.4 of this Agreement, Alliance shall receive a five
percent (5%) 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
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
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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 Ccntral 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 .003).
2.1.7. Abatement Based on Supply and Service Expenditures with Fort
Worth Companies (Up to 5%).
Alliance 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 $900,000.00 (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
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
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
$630,000/$900,000, 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.
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2.1.8. Abatement Based on Supply and Service Expenditures with Fort
Worth M/WBE Companies (Up to 5%).
Alliance 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 tot his Section 2.1.8 would be reduced from
5% to 4% (or .05 x $600,000/$750,000, 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,is Terminated,or is Improperly
Amended.
Notwithstanding anything to the contrary herein, if the City terminates this
Agreement on account of expiration or termination of the Lease, or on account of a
Lease amendment or other agreement so that Cinram is not or will not be required
to pay Alliance's real property taxes on the Land and any improvements located
thereon, including, but not limited to, the Required Improvements, as authorized by
Section 4 hereof,Alliance will receive a prorated Abatement only for the tax year in
which such expiration, termination, or amendment occurs that is equal to (i) the
percentage of Abatement that Alliance 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 such
expiration, termination, or amendment occurs and whose denominator is 365, plus
(ii) compliance with the Fort Worth Supply and Service Spending Commitment 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,
termination, or amendment 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).
Alliance 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
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Employment Commitment, and the Central City Employment Commitment for the
calendar year in which the Lease's expiration,termination, or amendment occurred,
the Compliance Date shall be the date of expiration, termination, or amendment.
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 NVWBE 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, Alliance's Abatement in any given year of the Abatement Term shall be
based on the increase in the real property value of the Land and any real property
improvements thereon since January 1, 2007, up to a maximum increase of$23,250,000.
In other words, in any year in which the value of the Land and any real property
improvements thereon exceeds the value of the Land and any real property improvements
thereon as of January 1, 2007 plus $23,250,000, Alliance's Abatement for that tax year
shall be capped and calculated as if the increase in the value of the Land and any real
property improvements thereon since January 1, 2007 had only been $23,250,000. For
example, and as an example only, if the value of the Land and any real property
improvements thereon in the sixth year of the Compliance Auditing Term is $25,000,000
over the value of the Land and any improvements thereon as of January 1, 2007, Alliance
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.
2.4. Protests Over Appraisals or Assessments; Future Abatements.
Alliance shall have the right to protest and contest any or all appraisals or
assessments of the Land and/or improvements 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.
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2.5. Terms.
This Agreement shall take effect on the date as of which both the City, Alliance
and Cinram have all 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
Alliance 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 which
Alliance 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 31st
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.
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.
Page 11
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
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 Alliance and Cinram, the City shall have and both Alliance
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.
Alliance and 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 Alliance 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 Alliance, with the understanding that (i) at such time as the City makes a
decision and ruling as to whether Alliance is entitled to the percentages of Abatement
available pursuant to Sections 2.1.1, 2.1.2 and 2.1.3, Alliance will not be required to
provide any additional information or documentation to such portions of its Abatement,
and (ii) if Cinram fails to provide the City with annual information and documentation
necessary for the City to determine Cinram's compliance with 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, as more specifically set forth above
and in the Cinram Abatement,the percentage of Abatement available to Alliance hereunder
may be reduced in accordance with this Agreement. Alliance shall make all Records
available to the City at Alliance's address in the City, as set forth in Section 6 hereof, or
at another location in the City mutually agreeable to both the City and Alliance and shall
otherwise reasonably cooperate with the City during any audit. 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 Alliance and Cinram pursuant to this Section 3.2 strictly
confidential and shall not disclose the same to any person or entity without written
authorization from the party supplying the information.
Page 12
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
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,
Alliance will file with the City a plan as to how the M/WBE Construction
Commitment will be attained. Alliance 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. Monthly Spending Reports.
From the date of execution of this Agreement until the Completion Date, in
order for the City to assist in attainment of the M/WBE Construction Commitment,
Alliance will provide the City with a monthly report in a form reasonably
acceptable to the City that specifically outlines the then-current aggregate Hard
Construction Costs expended with Fort Worth Certified M/WBE Companies for
construction of the Required Improvements.
3.3.3. Construction Spending Report.
Within ninety (90) calendar days following the Completion Date, Alliance
will provide the City with a report in a form reasonably acceptable to the City that
specifically outlines the Construction Costs expended for construction of the
Required Improvements, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the Project's general contractor. This report
shall also include actual Hard Construction Costs expended for construction of the
Required Improvements with Fort Worth Companies and Fort Worth Certified
M/WBE Companies, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid to such contractors.
3.3.4. General.
Alliance and Cinram shall supply any additional information reasonably
requested by the City and which is in their 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 person or entity without written
authorization of the party supplying the information.
Page 13
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
3.4. Determination of Compliance.
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 Alliance 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,
any records of Cinram reviewed and/or audited pursuant to the Cinram Abatement, and any
inspections of the Land and/or the Required Improvements, and shall notify Alliance in
writing of such decision and ruling. If Alliance reasonably disagrees with the City's
decision and ruling, Alliance shall notify the City in writing within fourteen (14) calendar
days of receipt. In this event, Alliance, at Alliance'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 Alliance's
notice to the City, and if any discrepancies are found, the City, Alliance 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 Alliance's
representatives will be given an opportunity to comment. The City shall allow Alliance
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
Alliance is entitled to the percentages of Abatement available pursuant to Sections 2.1.1,
2.1.2 and 2.1.3, Alliance 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.
A default shall exist under 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) the Lease is amended, or Alliance and
Cinram otherwise agree, so that Cinram is not or will not be required to pay Alliance's real
property taxes on the Land and any improvements located thereon, including, but not
limited to,the Required Improvements; or(iv) the Cinram Abatement is terminated for any
reason; or(v) ad valorem real property taxes with respect to the Land and any real property
improvements thereon, become delinquent and Alliance does not timely and properly
follow the legal procedures for protest and/or contest of any such ad valorem real property
Page 14
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
taxes; or (vi) subject to Section 2.2, Alliance breaches any of the other terms or conditions
of this Agreement (collectively, each an"Event of Default").
4.2. Notice to Cure.
Subject to Section 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 Alliance and
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, or on account of an amendment to the Lease or other
agreement between Alliance and Cinram pursuant to which Cinram will not be required to
pay all of Alliance's real property taxes on the Land and any real property improvements
thereon, 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, Alliance 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 Alliance reasonably believes that it will require additional time to cure the
Event of Default, Alliance shall promptly notify the City in writing, in which case (i) after
advising the City Council in an open meeting of Alliance's efforts and intent to cure,
Alliance 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 Alliance 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 Alliance'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 Alliance. Alliance and Cinram acknowledge and agree
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 Alliance 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, whether caused by Alliance or Cinram, or by both, Cinram, on
behalf of Alliance and on its own behalf, hereby agrees to 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, Alliance 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
Page 15
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
the City's election and without limiting any of the City's rights and remedies, this amount
may be recovered by the City through any lawful tax assessments made to any taxable or
tangible personal property owned by Cinram that is subject to ad valorem taxation by the
City. 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 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. The parties agree that Alliance is
entering into this Agreement as an accommodation to Cinram. Accordingly,
notwithstanding anything to the contrary herein, the City and Cinram agree, for themselves
and their successors and assigns, that in no event shall Alliance be responsible for any
damages, clawbacks, penalties or interest in connection with any default under this
Agreement.
4.4. Termination at Will.
If the City, Alliance and Cinram collectively 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, Alliance and Cinram may
terminate this Agreement in a written format that is signed by all parties. In this event,
there will be no recapture of any taxes previously abated.
5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS.
Alliance 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, Alliance 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 Alliance under this Agreement. For purposes of this
Agreement, an "Affiliate" means all entities, incorporated or otherwise, under common control
wi _Alliance, controlled by Alliance or controlling Alliance. For purposes of this definition,
"control" means fifty percent (50%) or more of the ownership determined by either value or vote.
Alliance 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 Alliance under this Agreement. Any violation of this Section 5
shall constitute grounds for termination of this Agreement and the Abatement granted hereunder
Page 16
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
for subsequent years only following ten (10) calendar days of receipt of written notice from the
City to Alliance. Cinram may assign this Agreement to any party to whom Cinram has lawfully
assigned the Cinram Abatement 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 assignee and a contact name, address and telephone
number, and (ii) the assignee agrees in a written document with the City to assume all terms and
conditions of Cinram under this Agreement.
6. NOTICES.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, or by hand delivery:
City: Alliance:
City of Fort Worth Alliance Gateway No. 11, Ltd.
Attn: Director, Economic & Community Attn: Michael K. Berry
Development Department 13600 Heritage Parkway, Suite 200
1000 Throckmorton Fort Worth, TX 76177
Fort Worth,TX 76102
with copies to:
the City Manager and
the City Attorney
at the same address
Notices to Cinram shall be sent in accordance with the provisions of the Cinram
Abatement; provided, if Cinram designates an alternate or replacement address pursuant to Section
6 of the Cinram Abatement, Cinram agrees to provide notice of such new address information to
Alliance.
Page 17
Tax Abatement Agreement between
City of Fort worth,Alliance Gateway No. 11,Ltd.and Cinram wireless,LLC
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.
11. NO THIRD PARTY RIGHTS.
The provisions of this Agreement are solely for the benefit of the parties hereto, and are not
intended to create any rights, contractual or otherwise, in any other person or entity.
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 any 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.
Page 18
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd. and Cinram Wireless,LLC
1
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 parry, 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 the City, Alliance, 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.
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, Alliance
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.
Page 19
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
as of the later date below:
[SIGNATURES FOLLOW IMMEDIATELY ON NEXT THREE (3) PAGES]
Page 20
Tax Abatement.Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
I
a
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: By: gejm��
Dale Fisseler Peter Vaky
Assistant City Manager Assistant City Attorney
Date: �L�ZB/07 M& C:
ATTEST:
By: '��
Y•
City Secretary
STATE OF TE`-AS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared ,
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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
YYv/ot/\___- , , 2007.
�lpnrq, PATRICIA L.VAN HORNE
Notary Public
Notary Public in and for 5 STATE OF TEXAS
the fate of Texas �� INY •Exp.06/15/2010
Notary's Printed Name
Page 21
Tax Abatement Agreement between r_ii
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC ��+�
CITY
ALLIANCE GATEWAY NO. 11, LTD.,
a Texas limited partnership:
By: Hillwood Alliance Management, L.P.,
a Texas limited partnership,
its general partner:
By: Hillwood Alliance GP, LLC,
a Texas limited liability company,
eral pa er:
B
Tho as J. Harris
for Vice President, Properties Division
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared Thomas J.
Harris, Senior Vice President, Properties Division of Hillwood Alliance GP, LLC, general partner
of Hillwood Alliance Management, L.P., general partner of ALLIANCE GATEWAY NO. 11,
LTD., known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of ALLIANCE GATEWAY NO.
11, LTD..
GIVEN iJNDER MY HAND AND SEAL OF OFFICE this day
of [c-P m L , 2007.
Notary Public in and for
the State of Texas
Notary's Printed Name
KERRI HILL
_ Notary Public,State of Texas
i My Commission Expires
May 12, 2008
Page 22
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
CINRAM WIRELESS,LLC:
By:
Name: i �r /' We.,-oncy
Title: vice.Pres,oNn 0pe4,On5
Date: Z)cc.Z� Zdo
ATTEST:
r>
By:
LORI A. TICKNOR
STATE OF ht Notary Public,state of Texas
W) § ; My Commission Expires
,2011
November Ob
COUNTY OF ��✓l a'` §
Jm�BEF ME, the undersi ed; authority, on this day personally appeared
'Z�'`z9��+�% of CINRAM WIRELESS, LLC, known to
me to be the person whose a is subscribed to the foregoing instrument, and acknowledged to
me that s/he executed the same for the purposes and consideration therein expressed, in the
capacity therein stated and as the act and deed of CINRAM WIRELESS,LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7 day
(L!yt ,2007.
y
otary Pub 1c ' and for
the State of
Notary's Printed Name
Page 23
Tax Abatement Agreement between
City of Fort Worth,Alliance Gateway No. 11,Ltd.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,Alliance Gateway No. 11,Ltd.and Cinram Wireless,LLC
e
Exhibit "A"
Tax Abatement Policy
r
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'j 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'j;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(314)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 Polity 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.
ajivy or rew'W awn
esolutio 2 -1 -
ATTEST:
By:
City secretary
APPROVED
CITY COUNCIL
OCT 17 2006
City Secr iaTY of the
My of Fort Worth,Texas
cETY or reaw voonru
City of Fort Worth
General Tax Abatement Policy
Effective June 15,2006 through June 14,2008
1. (WE,N RAL PROVISIONS.
I.I. Purpose.
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 lOgibility 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 kroyerty.
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 11
A
1.3.2. Property Located in Neighborhood Emp owerment&nes("NEW)
The City Council has designated certain distressed areas of the City needing
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. Property Located in Tax Increment Reivavestmeant Zones("Ws"),
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 TIF to approve a City tax abatement agreement
on property located in that TIF before the agreement can take effect.
13A. Property Located in Enterprise ZoneC.
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.
2. L)EFINITIONS.
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 after 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 1 I
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.
Commercial/Industrial 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 MJWBE Company—A minority or woman-owned business that has received
certification as either a minority business enterprise(MBE),a woman business enterprise(WBE), or a
disadvantaged business enterprise (DBE) by the North 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.
Fort 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.
i of Fort Worth General Tax Abatement Policy
Page 3 of 11
MI"E 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 Tax
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 MIWBEs.
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.
Tax 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 DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABASEMENT.
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. (1) 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. (i)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 l l
applicant's Tax Abatement Application, a detailed description and the estimated costs of the
renovations contemplated.
4. COMMERCIAL/INDUSTRIAL 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/Induo al Development Projects, Mixed-Use Development Projects, And Business
Expansion Projects);or
t
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 CommerciaUlndustrial 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 Commercial/Industrial 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 CommercialAndustrial
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. (i) Have a minimum Capital Investment of$100 million; and (ii).consist of multiple
land uses,whereby no single land use would comprise greater than 40%of the project's land area;and
City of Fort Worth General Tax Abatement Policy
Page$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-specific 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,I 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 Commercial/Industrial 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 CommerciaWridustrial Development
Projects, Mixed-Use Development Projects, And Business Expansion Projects)
improvements.
7. STANDARD REQUIREMENTS 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 3.1,32 or 3.3 of this Policy; a CommerciaUlndustrial 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 full-
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
7.2. Commit to provide full-time employment to a set number and/or a percentage of fiil]-
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
73. 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 constriction 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 constriction 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 ABATEMENT 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
Commercial/Industrial 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 ofFort Worth General Tax Abatement Policy
Pap 7 of 171
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 ABATEMENT 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 recipient'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 first 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 ABATEMENT 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.
i 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 Worth General Tax Abatement Policy
Page 8 of I I
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 WWBE Companies;
• Percentage of Supply and Service Contract expenses committed to (i) Fort Worth
Companies and(ii)Fort Worth Certified MIWBE 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 Cornmun ty 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
r t
Council without initial input from the Central City Revitalization and Economic Development
Committee.
10.4. 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 fall City Council with the Central
City Revitalization and Economic Development Committee's recommendation to approve the
Agreement; (u') 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 REOUMMENTS.
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.
11.2. 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.
11.4. 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 be 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 properly 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 Genera[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-terns 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 properly 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://fortworthgov.orgLe& /
F®RT WORTH
City of Fort Worth General Tax Abatement Policy
Page I I of I i
i
Exhibit "B"
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°38'23"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 O1°36'42"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 88020'17"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 00-16'41"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 89 038'48"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 10 025'28" having a radius of 940.00 feet, the long chord of which bears S
84 026'05"E, 170.79 feet;
THENCE S 00 021'05"W,481.02 feet;
THENCE S 64 052'51"E, 230.24 feet returning to the westerly right-of-way line of said
Texas Pacific Railroad;
THENCE S 25 007'22"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.
Tax Abatement Reinvestment Zone 61
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City of Fort Worth,Texas
Economic&Community Devevlopment
Copyright 2007
Exhibit "C"
Tax Abatement Application
FORTWORTH
City of Fort Worth
Incentive Application
Economic & Community Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
J 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
F?x Number
E-mail address: Deborahroberts@cinram.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:
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 services
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-cons 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
I
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
ECDO92705
A. Please provide a brief description of the protect
Third party logistics and distribution.
B. Real Estate Development KSee Alliance Gateway No. 11 application)
1. Current Assessed Valuation of. Land$ Improvements: $
2. CEEvelopment 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 $ NIA 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
ECDO92705
11. Employment and Job Creation:
A. Durin, 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? o %
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 257 25% 257
%of Net Jobs to be filled by
Central City Residents 107 10% 107
* 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 gupplJer and services,
Page 5 of 7
ECD092705
C r
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 Sumly& Service Needs
Regarding discretionar y s=ly and service expenses-3 (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
r
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
ECD092705
d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be
constructed as part of this project. ;in
Describe any direct benefits to the City of Fort Worth as a result of this project. bee a&ZOW
ee W
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. 6a oG _" � �"�
i) Attach a brief description of the employee benefit package(s) offered (i.e. health Jdt[�d_e j
insurance,retirement,public transportation assistance, day care provisions, etc.) I 1
including portion paid by employee and employer respectively.
j Attach a plan for the utilization of Fort Worth Certified M/WBE companies. 1 j
Attach a listing of the applicant's Board of Directors,if applicable. i r
- - - -- Attach-a copy of Incorporation Papers noting all principals;partners,and agents and all 1
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.
r
�o b s • oaf P&L'nuiL A-re.- fir
Print Name j/(//J//L►� Title j�J��\j 1 .y
toI�V /D
Signature U vV V Date
Page 7 of 7
ECD092705
FORTWORTH
City of Fort Worth
Incentive Application
Economic & Community Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
it
Incentive Application
GENERAL INFORMAnow
1. Applicant Information:
Company Name Alliance Gateway No. 11, Ltd.
Company Address 13600 Heritage Parkway, Suite 200
City, State,Zip Code Fort Worth, TX 76177
Contact Person (include title/position): Michael K. Berry
Telephone Number 817-224-6000 ext. 6012
Mobile Telephone Number 817-366-2709
Fax Number 817-224-6061
E-mail address: mike.berry @hillwood.com
2. Project Site Information (if different from above):
Address/Location: Alliance Texas-southwest corner of Westport Parkway & Hwy. 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:
C. Variances: If yes,please describe:
D. Downtown Design Review Board:
E. Landmark Commission:
4. Incentive(s) Requested:I
-Abatement of city's ad valorem taxes on the incremental value* of the real
property improvements.
See Cinram application for other requested commitments.
5. Specify elements of project that make it eligible for the requested incentive(s):
-Real property improvements.
-See Cinram application for additional eligible elements_
Please see Incentive Policy for a list of incentives.
Page 2 of 7
a r
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;
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 proiec ,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
ECDW2705
A. Please provide a brief description of the nroiect
This new development project will result in the transformation of up to
61 acres of raw land in agricultural status, to a potential 1.4 million square
foot state of the art light manufacturing/distribution facility. Phase I well
be a 788,160 square foot facility on the site with a long term lease to
Cinram Wireless, L.L.C. Cinram will retain rights to expand the facility up
to 1.4 million square feet in the future.
B. Real Estate Development
Ag value
1. Current Assessed Valuation of: Land $5,490 total Improvements: $ 0
2. 6w Development r Expansion (please circle one):
Size 788,160 sq. ft. Cost-of Construction $15,500,000.00
3. For mixed-use projects,please list square footage for each use
N/A
4. Site Development(parking,fencing, landscaping, etc.):
Type of work to be done Parking + landscaping + private utilities.
Cost of Site Development$ 3,500,000.00
C. Personal Property & Inyenitory (See Cinram application)
1. Personal Property:
• Cost of equipment, machinery,furnishing,etc:
• Purchase or lease?
2. Inventory & Supplies:
• Value of: Inventory $ Supplies $
• Percent of inventory eligible for Freeport exemption (inventory, exported from Texas
within 175 days) %
Page 4 of i
ECD092705
s
11. Employment and Job Creation:
A. Durins Construction:
1. Anticipated'date when construction will start?. July 15_,_ 2007
2. How many construction jobs will be created? Approx. 250
3. What is the estimated payroll for these jobs? Approx. $3:3 million
B. From Development (See Cinram application)
1. How many persons are currently employed?
2. What percent of current employees above are Fort Worth residents? %
3. What percent of current employees above are Central City residents? %
4. Please complete the following table for new jobs to be created from direct hire by
applicant.
First Year By Fifth Year By Tenth Year
Total Jobs to be Created
Less Transfers*
Net Jobs
%of Net Jobs to be filled by
Fort Worth Residents
%of Net Jobs to be filled by
Central City Residents
* If any employees will be transferring,please describe from where they will be transferring.
Please attach a description of the jobs to be created,tasks to be performed for each, wage rate for each
classification, and a brief description of the employee benefit package(s)offered including the portion
paid by employee and employer respectively. See question 14 for more information.
Please describe any ancillary(not direct hire by applicant)job creation that will occur as a result of
completing this project.
Page 5 of 7
ECDO927U5
Yt • y
12. Local Commitments:
A. During Construction
1. What percent of the construction costs described in question 11 above will be committed to:
Fort Worth businesses? 30 %
Fort Worth Certified Minority and Women Business Enterprises? 12.5 %
B. For Annual Supply & Service Needs (See Unram application)
Regarding discretionary supply and service expenses(i.e. landscaping, office or manufacturing
supplies,janitorial services, etc.):
1. What is the annual'amount of discretionary supply and service expenses?$
2. What percentage will be committed to Fort Worth businesses? %
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises? %
i
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.
s
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
ECD092705
d) Describe the infrastructure improvements (water, sewer,streets,etc.) that will be
constructed as part of this project.
e) Describe any direct benefits to the City of Fort Worth as a result of this project.
f) Attach a legal description or surveyor's certified metes & bounds description.
g) Attach a copy of the most recent property tax statement from the appropriate appraisal
district for all parcels involved in the project.
h) Attach a description of the jobs to be created (technician,engineer, manager,etc.),tasks
to be performed for each,and wage rate for each classification.
i) Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance,day care provisions, etc.)
including portion paid by employee and employer respectively.
j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies.
k) Attach a listing of the applicant's Board of Directors, if applicable.
1) Attach-a copy-of Incorporation-Papers noting all principals,partners,'and agents and all
Fort Worth properties owned by each.
On behalf of the applicant, I certify the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current
Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the
guidelines and criteria stated therein.
A11e_60r-_'4 Z�ZRV
Printed Name Title
0:�//?/'o -1
Signature Date
ALLIANCE GATEWAY NO. 11, LTD.,
a Texas limited partnership
By: Hillwood Alliance Management, L.P.,
a Texas limited partnership,
its general partner
By: Hillwood Alliance GP, LLC,
a Texas limited liability company,
its general partner
By:
l. �
Name: e, Z.
Title: V
Page 7 of 7
ECDM705
14. ATTACHMENTS
a. Attach a site plan of the project.
A site plan is attached.
b. Explain why incentives are necessary for the success of this project. Include a
business pro-forma or other documentation to substantiate your request.
This project is considering Ontario, Canada, Huntsville, AL, Olyphant, PA,
Nashville, TN or Mexico City. This client has the ability to expand any of these
existing facilities and could easily take advantage of the existing labor base in each
city. In addition, the other sites that are being considered in North Texas have no
property tax. This alone is worth hundreds of thousands of dollars each year.
C. Describe any environmental impacts associated with this project.
This project is the development of raw, agricultural land and it's associated
drainage requirements.
d. Describe the infrastructure improvements (water, sewer, streets, etc.)that will
be constructed as part of this project.
All necessary infrastructure currently exists at the site. Only on-site private
extensions will be required.
e. Describe any direct benefits to the City of Fort Worth as a result of this project.
Direct benefits to the City of Fort Worth will be in:
-New job creation (both construction and permanent)
-Increased utilization of area-wide suppliers and contractors
-Raw agricultural land will be developed into a revenue generating commercial
property through a significant investment in the property.
f. Attach a legal description or surveyor's certified metes and bounds description.
Legal description of the --61 acre site is attached.
g. Attach a copy of the most recent property tax statement from the appropriate
appraisal district for all parcels involved in the project.
2006 property tax statements are attached.
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 calculation.
Attached.
i. Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance, day care provisions,
etc.) including portion paid employee and employer respectively.
Attached.
j. Attach a plan for the utilization of Fort Worth Certified M/WBE companies.
Cinram Wireless, LLC intends to utilize area-wide contractors and suppliers wherever
possible.
Example of potential SIC listings:
_7,36$00___Employment-Agency-
734200 734200- Exterminating Services
596301 - Food/Snacks & Refreshments
508500- Industrial Supplies
508700-Janitorial Supplies
734902 -Janitorial Services
078100 - Landscaping
511200-Office Supplies and Forms
495302 -Waste: Collections, Transport, Destroying/Recycling
k. Attach a listing of the applicant's Board of Directors, if applicable
-Attached for Cinram Wireless, LLC
-Alliance Gateway No. 11, Ltd. does not have a Board of Directors.
I. Attach a copy of Incorporation Papers noting all principals, partners and agents
and all Fort Worth properties owned by each.
-All Incorporation papers are attached
-No Fort Worth properties owned by Cinram Wireless, LLC
-No Fort Worth properties owned by Alliance Gateway No. 11, Ltd.
i
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61.110 ACRE
LEGAL DESCRIPTION
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 25 007'22"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°38'23"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"E9 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 88020'l 7"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 000 16'41"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°38'48"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 03 8'48"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
10 025'28"having a radius of 940.00 feet, the long chord of which bears S 84 026'05"E, 170.79 feet;
C&B Job No. 015007.042.001.0452 Tracking No. ACF 2231
S#AGS June 18, 2007
C:\Documents and Settings\CremeT\Local Settings\Temporary Internet
Files\OLK21\500742B2.DOC Page 1 of 2
M
THENCE S 00 021'05"W, 481.02 feet;
THENCE S 64 052'51"E, 230.24 feet returning to the westerly right-of-way line of said Texas
Pacific Railroad;
THENCE S 25 007'22"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.
THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD
NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY.
C&B Job No. 015007.042.001.0452 Tracking No. ACF 2231
S#AGS June 18, 2007
C:\Documents and Settings\CremeT\Local Settings\Temporary Internet
Files\OLK21\500742B2.DOC Page 2 of 2
Exhibit"D"
Map of Central City
CDBG Eligible Areas & Central City
j 7 2
52 76092
761 x0248 n
76020 760
76131
7 4
76148 za
76180
6054
76021
76135 e r 76022
...___ 37
12 7
6- - __- 761 761
- 76
s � -
j 6 11 z
76127 �_
4
761 e 7 120
76 76012
-- \ 76 2 -.-
-
� s
a - 76104 $
so 4 � ; 7615 6013
1
~ 7 ❑
7 $ i J za
r 76110 76016 76015
1 (( I , �
76132 % 76017
76133
76134 r 76060
76128
76001
7123
LT---
. 6063
76036
}� J 76028
i
g 0 1 2 4 6 8 Planning Department FORT WORTH
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) on site by May 15,
2008. Of the total jobs, Cinram is required to fill a minimum of 25 percent of the jobs with Fort Worth
residents and a minimum of 15 percent of the jobs with Central City residents.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/7/2008
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/ BEs), 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 MIWBE 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/Reports/mc_print.asp 1/7/2008
Page 3 of 3
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originatirig 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