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HomeMy WebLinkAboutContract 33607 CITY SECRETARY CONTRACT NO., STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Dale Fisseler, its duly authorized Assistant City Manager, and UNPJ HOLDING CO., LTD. (formerly OBIM Holding Company, L.L.C. (the "Owner"), a Texas limited partnership, acting by and through Uzor Nwoko, the duly authorized Treasurer of UNPJ Management, LLC, Owner's sole general partner. The City Council of the City of Fort Worth ("City Council") hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the bosis upon which the City and Owner have entered into this Agreement: A. On June 15, 2004, the City Council adopted Resolution No. 3092, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy Statement"), which is attached hereto as Exhibit"A"and hereby made a part of this Agreement for all purposes. B. The Policy Statement contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). C. On January 4, 2005 the City Council adopted Ordinance No. 16251 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 51, City of Fort Worth, Texas (the"Zone"). D. Owner has purchased or is under contract to purchase 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 located in the Central City, as defined in the Policy Statement. E. Owner plans to renovate existing buildings on the Land (the "Existing Building") substantially in accordance with the plans and specifications to be set forth in Exhibit "C", which will be attached hereto and hereby made a part of this Agreement for all purposes, so that the building may be used and operated as a fresh-cut fruit and vegetable warehouse and/or processing facility(the "Project"). F. On October 20, 2004 Owner submitted an application for tax abatement to the City concerning the contemplated use of the Land (the "Application"), attached hereto as Exhibit"D"and hereby made a part of this Agreement for all purposes. 0RICIAI PH {� UNPJ(OBIM)Tax Abatement Agreement CITY 011-28ADY Page I Q �9. 06-03-06 AIO : ,)'/ l G. 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. H. The terms of this Agreement, and the Land and Required Improvements, satisfy the eligibility criteria of the Policy Statement. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Land is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements and New Personal Property Installations. Owner shall expend, or cause to be expended on its behalf, at least $600,000 in Construction Costs by the Completion Deadline, as defined in Section 1.2, to renovate the Existing Building substantially in accordance with the plans and specifications submitted by Owner within sixty (60) days following the execution date of this Agreement and attached hereto as Exhibit "C" so that the building may be used and operated as a fresh- cut fruit and vegetable warehouse and/or processing facility (collectively, the "Required Improvements") and shall cause new taxable tangible personal property with a collective purchase price of at least $2,500,000 that is owned by Owner to be placed on the Land as of December 31 of the first year of the Compliance Auditing Term, as defined in Section 2.6. Minor variations in the Required Improvements from the plans and specifications set forth in Exhibit "C" shall not constitute an Event of Default, as defined in Section 4.1. For purposes of this Agreement, "Construction Costs" shall mean site development costs, actual construction costs, including contractor fees, the costs of supplies and materials, engineering fees, architectural fees and other professional, development and permitting fees expended directly in connection with the Project. The City recognizes that Owner will request bids from various contractors in order to obtain the lowest reasonable Construction Costs for the Required Improvements. In the event that bids for construction of the Required Improvements are below $600,000, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default for its failure to expend at least $600,000 in Construction Costs for the Required Improvements, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. UNPJ(OBIM)Tax Abatement Agreement � j ( ( � Page 2 a y VEX,. 1.2. Completion Date of Required Improvements. The Required Improvements shall be deemed complete on the date as of which a final certificate of occupancy has been issued for the Existing Building, as renovated by the Required Improvements (the "Completion Date"). Owner covenants and agrees that the Completion Date shall occur by June 30, 2006 (the "Completion Deadline") unless delayed by Force Majeure, in which case the Completion 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 Owner's reasonable control, including, without limitation, acts of God, fires, 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, but shall not include construction delays caused due to purely financial matters involving Owner, such as, without limitation, delays in the obtaining of adequate financing. 1.3. Use of Land. Owner covenants that throughout the Abatement Term, as defined in Section 2.6, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. Provided that Owner is the owner in fee simple of the Land and the personal property covered by this Agreement, the City will grant to Owner real and personal property tax abatements 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 for real property granted under this Agreement shall be based upon the increase in value of the Land over its value for the 2006 tax year, which is the year in which this Agreement was entered into. The actual amount of the Abatement for personal property granted under this Agreement shall be based upon new taxable tangible personal property placed on the Land in accordance with this Agreement, with the understanding that no personal property owned or leased by Owner as of the execution date of this Agreement shall be subject to the Abatement. Moreover, the amount of the Abatement shall be subject to attainment by Owner of certain employment,contracting and spending benchmarks set forth in this Section 2. 2.1. Amount of Abatement in Years 1-5 of the Abatement Term. Subject to Section 2.4 of this Agreement, during each the first five (5) years of the Abatement Term, as defined in Section 2.6, the Abatement granted hereunder may range up to a maximum of one hundred percent (100%) of the increased value of the Land and one hundred percent (100%) of the value new taxable tangible personal property covered by this Agreement and placed on the Land as of December 31 of the first year of the Compliance Auditing Term, as defined in Section 2.6, and shall be calculated) iJNPJ(OB1M)Tax Abatement Agreement Page va�tij �i5 �U!n! 1� 2.1.1. Abatement Based on Construction Cost Expenditures (20%). Owner shall receive a twenty percent (20%) Abatement if Owner spends as of the Completion Date (i) at least eighty percent (80%) of the total Construction Costs for the Required Improvements with Fort Worth Companies, as defined in Exhibit "A", and (ii) at least twenty percent (20%) of the total Construction Costs for the Required Improvements with Fort Worth Certified M/WBE Companies, as defined in the Policy Statement. Determination of compliance with the spending requirements of this Section 2.1.1 shall be based on spending during the period of time prior to and including the Completion Date. The maximum percentage of Abatement available to Owner under this Section 2.1.1 is twenty percent (20%). Owner shall not be eligible for any of the twenty percent (20%) Abatement under this Section 2.1.1 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the paragraph above. Construction Costs spent with Fort Worth Certified M/WBE Companies shall also count toward the spending goal with Fort Worth Companies. However, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. In addition,if the total Construction Costs expended for the Required Improvements as of the Completion Date are less than $600,000, not only will Owner be ineligible to receive the twenty percent (20%) Abatement under this Section 2.1.1, but an Event of Default,as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Employment Goals (Up to 50%). Owner shall receive a fifty percent (50%) Abatement if during the previous calendar year (i) at least 346 Full-time Jobs were provided and filled on the Land (`Base Number of Jobs"); and (ii) the greater of ninety percent (90%) of all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs on the Land, or 311 Full-time Jobs on the Land were held by Fort Worth Residents, as defined in the Policy Statement (the `Base Number of Fort Worth Jobs"), and (iii) the greater of sixty percent (60%) of all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs on the Land, or 208 Full- time Jobs on the Land were held by Central City Residents, as defined in the Policy Statement (the "Base Number of Central City Jobs"). For purposes of this Agreement, the number of Full-time Jobs held by Central City Residents shall also count toward the number of Full-time Jobs held by Fort Worth Residents. However, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. For purposes of this Agreement, "Full-time Job" shall mean jobs filled for a period of not less than forty(40) hours per week or another measurement used to define full-time employment by Owner in accordance with its then-current company-wide personnel policies and regulations. If any or all of the employment commitments set forth above were not met in the previous calendar year, the maximum fifty percent (50%) Abatement UNPJ(OBIM)Tax Abatement Agreement Page 4 available in the following year pursuant to this Section 2.1.2 shall be reduced by (i) two (2) percentage points for each Full-time Job by which the commitment for the Base Number of Jobs was not met, plus (ii)two (2)percentage points for each Full-time Job by which the commitment for the Base Number of Fort Worth Jobs was not met, plus (iii) four (4) percentage points for each Full-time Job by which the commitment for the Base Number of Central City Jobs was not met. In other words, if in a given calendar year Owner only provided 341 Full-time Jobs on the Land, 310 of which were held by Fort Worth Residents and 205 of which were held by Central City Residents, then the percentage of Abatement available pursuant to this Section 2.1.2 would equal 50% — [5 x 2%] — [I x 2%] — [3 x 4%1, or 50% — [10% - 2% - 12%], or 50% - 24%, or 26%. Determination of compliance with the employment requirements of this Section 2.1.2 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.6. 2.1.3. Abatement Based on Supply and Service Expenditures with Fort Worth Companies(15%). Owner shall receive a fifteen percent (15%) Abatement if during the previous calendar year Owner spent at least the greater of eighty percent (80%) of local discretionary funds for supplies and services directly in connection with Owner's operation of the Required Improvements and the tangible personal property described in Section 1.1 of this Agreement ("Supply and Service Expenditures"), regardless of the total amount of such Supply and Service Expenditures, or $800,000 in Supply and Service Expenditures with Fort Worth Companies, as defined in the Policy Statement. Determination of compliance with the spending requirements of this Section 2.1.3 shall be based on spending for an entire calendar year. 2.1.4. Abatement Based on Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (15%). Owner shall receive a fifteen percent (15%) Abatement if during the previous calendar year Owner spent at least the greater of twenty percent (20%) of all Supply and Service Expenditures, regardless of the total amoidnt of such Supply and Service Expenditures, or $200,000 in Supply and Service Expenditures with Fort Worth Certified M/WBE Companies, as defined in the Policy Statement. Determination of compliance with the spending requirements of this Section 2.1.4 shall be based on spending for an entire calendar year. For purposes of this Agreement, Supply and Service Expenditures spend with Fort Worth Certified M/WBE Companies shall also count toward the spending goal with Fort Worth Companies. However, Owner may not offset a deficiency in meeting a commitment set forth in either Section 2.1.3 or 2.1.4 by exceeding the commitment set forth in the other section. UNPJ(OBIM)Tax Abatement Agreement Page 5 v�q U USA 4¢p�l� f tlo L., UjU�� YEN. 2.2. Amount of Abatement in Years 6-10 of the Abatement Term. Subject to Section 2.4 of this Agreement, during each of the latter five (5) years of the Abatement Term, the Abatement granted hereunder may range up to a maximum of one hundred percent (100%) of the increased value of the Land and one hundred percent (100%) of the value new taxable tangible personal property covered by this Agreement and placed on the Land as of December 31 of the first year of the Compliance Auditing Term, as defined in Section 2.6, and shall be calculated as follows: 2.2.1. Abatement Based on Emuloyment Goals(Up to 70%). Owner shall receive a seventy percent (70%) Abatement if during the previous calendar year (i) at least 396 Full-time Jobs are provided and filled on the Land ("Increased Base Number of Jobs"); and (ii) the greater of ninety percent (90%) of all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs on the Land, or 356 Full-time Jobs on the Land were held by Fort Worth Residents, as defined in the Policy Statement (the "Increased Base Number of Fort Worth Jobs"),and(iii) the greater of sixty percent(60%) of all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs on the Land, or 238 Full-time Jobs on the Land were held by Central City Residents, as defined in Exhibit"A" (the "Increased Base Number of Central City Jobs"). If any or all of the employment goals set forth above were not met in the previous calendar year, the maximum seventy percent (70%) Abatement available in the following year pursuant to this Section 2.2.1 shall be reduced by(i) two (2) percentage points for each Full-time Job by which the goal for the Increased Base Number of Jobs was not met, plus (ii) two (2) percentage points for each Full- time Job by which the goal for the Increased Base Number of Fort Worth Jobs was not met, plus (iii) four (4) percentage points for each Full-time Job by which the goal for the Increased Base Number of Central City Jobs was not met. In other words, if in a given calendar year Owner only provided 391 Full-time Jobs on the Land, 355 of which were held by Fort Worth Residents and 235 of which were held by Central City Residents, then the percentage of Abatement available pursuant to this Section 2.1.2 would equal 70% — [5 x 2%] — [I x 2%] — [3 x 4%], or 70% — [10% - 2% - 12%], or 70% - 24%, or 46%. Determination of compliance with the employment requirements of this Section 2.2.1 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.6. 2.2.2 Abatement Based on Supply and Service Expenditures with Fort Worth Companies (15%). Owner shall receive a fifteen percent (15%) Abatement if during the previous calendar year Owner spent at least the greater of eighty percent(80%)of Supply and Service Expenditures, regardless of the total amount of such Supply UNPJ(OBIM)Tax Abatement Agreement yy��� Page 6 CITY 'MIRCIEVUH and Service Expenditures, or $800,000 in Supply and Service Expenditures with Fort Worth Companies, as defined in the Policy Statement. Determination of compliance with the spending requirements of this Section 2.2.2 shall be based on spending for an entire calendar year. 2.2.3. Abatement Based on Supply and Service Expenditures with Fort Worth Certified M/WBE Companies(15%). Owner shall receive a fifteen percent (15%) Abatement if during the previous calendar year Owner spent at least the greater of twenty percent (20%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, or $200,000 in Supply and Service Expenditures with Fort Worth Certified M/WBE Companies, as defined in the Policy Statement. Determination of compliance with the spending requirements of this Section 2.2.3 shall be based on spending for an entire calendar year. For purposes of this Agreement, Supply and Service Expenditures spend with Fort Worth Certified M/WBE Companies shall also count toward the spending goal with Fort Worth Companies. However, Owner may not offset a deficiency in meeting a commitment set forth in either Section 2.2.2 or 2.2.3 by exceeding the commitment set forth in the other section. 2.3. Effect of Failure to Meet Section 2.1 and Section 2.2 Goals. Unless specifically identified as an Event of Default, the failure to meet any or all of the numerical commitments, percentages or goals, as the case may be, for Construction Costs, employment and Supply and Service Expenditures, as set forth for the first five years of the Abatement Term in Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 and for the latter five (5) years of the Abatement Term in Sections 2.2.1, 2.2.2 and 2.2.3, shall result only in the reduction of the percentage of Abatement available to Owner for a given year or a failure to earn an additional percentage of Abatement, and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.4. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, (i) Owner's real property Abatement in a given year shall be based on the increase in the value of the Land since the 2006 tax year, up to a maximum of increase of $900,000, and (ii) Owner's personal property Abatement in a given year shall be based on the value of taxable tangible personal property covered by this Agreement up to a maximum value of$3,750,000. In other words, if the value of the Land in any given year exceeds the value of the Land for the 2006 tax year plus $900,000, Owner's real property Abatement for that tax year shall be capped and calculated as if the increase in the value of the Land since the 2006 tax year had only been $900,000. For example, and as an example only, if the value of the Land in a given year is $1 million over the value of the Land for the 2006 tax year, Owner's real property Abatement in that year would be a maximum of one hundred percent (100%) of the taxes payable on real property with an UNPJ(OBIM)Tax Abatement Agreement Page 7 increased value of$900,000, and Owner would be required to pay the City real property taxes on the remaining$100,000 value of the Land. Along the same lines, if the value of taxable tangible personal property covered by this Agreement in a given year is $4 million, Owner's personal property Abatement for that tax year shall be capped and calculated as if the value of taxable tangible personal property on the Land in that year had only been $3,750,000, and Owner would be required to pay the City personal property taxes on the remaining$250,000 value of such property. 2.5. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements or taxable tangible personal property thereon. 2.6. Terms. The percentage of overall Abatement available to Owner in any of the first five years of the Abatement Term will be based in part on Owner's compliance in the entire previous calendar year with commitments for Construction Cost spending, employment and Supply and Service Expenditures,as outlined in Sections 2.1.1,2.1.2, 2.1.3 and 2.1.4. The percentage of overall Abatement available to Owner in any of the latter five years of the Abatement Term will be based in part on Owner's compliance in the entire previous calendar year with commitments for employment and Supply and Service Expenditures, as outlined in Sections 2.2.1, 2.2.2 and 2.2.3. The term during which the City will audit Owner's compliance with such goals shall begin on January 1 of the second full calendar year following the year in which the Completion Date occurs (the "Compliance Auditing Term"). The term during which Owner may receive an Abatement shall begin on January 1 of the year following the first year of the Compliance Auditing Term (the "Abatement Term"). In other words, taxes will not be abated until the third tax year following the calendar year in which the Completion Date occurs. For example, if the Completion Date occurs in 2005, the Compliance Auditing Term will begin January 1, 2007 and the Abatement Term will begin January 1, 2008, meaning that the first Abatement granted hereunder would be for the 2008 tax year and the last Abatement would be for the 2017 tax year. Unless this Agreement is terminated earlier in accordance with its terms and conditions, the Compliance Auditing Term and the Abatement Term shall end on the December 31 st immediately preceding their respective tenth (10th) anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. 2.7. Abatement Application Fee. The City acknowledges receipt from Owner of the required Application fee of one percent (1%) of Project's estimated cost, not to exceed $15,000. If Owner diligently begins or causes to begin construction of the Required Improvements on the Land within one(1) year from the date of the Application (whether or not Owner actually receives any Abatement),this Application fee shall be creditable in full to the benefit of Owner against UNPJ(OBIM)Tax Abatement Agreement Page 8 any permit, impact,inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Owner. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Property. Between the execution date of this Agreement and December 31 of the calendar year following the year in which Abatement Term expires, at any time during normal office hours and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Land and any improvements thereon in order for the City to ensure compliance with this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 3.2. Audits. Between the execution date of this Agreement and December 31 of the calendar year following the year in which the Abatement Term expires, the City shall have the right to audit the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all Records available to the City on the Land and shall otherwise cooperate fully with the City during any audit. 3.3. Reports and Filings. 3.3.1. Plan for Use of Fort Worth Certified M1WBE Companies. Within ninety (90) calendar days following execution of this Agreement, Owner will file a plan with the City as to how the goals for the use of Fort Worth Certified M/WBE Companies outlined in this Agreement will be attained. Owner 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 address 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 to enable the City to assist Owner in meeting its goal for construction spending with Fort Worth Certified M/WBE Companies, Owner, or its representatives, will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Construction Costs expended by and on behalf of Owner with Fort Worth Certified M/WBE Companies for construction of the Required Improvements and other improvements constructed on the Land. Owner agrees to meet with the UNPJ(OBIM)Tax Abatement Agreement Page 9 City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 3.3.3. Construction Spending Report. Within ninety (90) calendar days following the Completion Date, Owner will provide the City with a report in a form reasonably acceptable to the City that specifically outlines the Construction Costs expended by and on behalf of Owner for construction of the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by, or on behalf of, Owner, including, without limitation, final lien waivers signed by Owner's general contractor. This report shall also include actual Construction Costs expended by and on behalf of Owner for construction of the Required Improvements with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by or on behalf of Owner to such contractors or subcontractors. 3.3.4. Employment Report. On or before February 1 following the end of each year of the Compliance Auditing Term, Owner shall provide the City with a report in a form reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs on the Land; (ii) the total number of Fort Worth Residents who held Full-time Jobs on the Land; and the total number of Central City Residents who held Full-time Jobs on the Land, all as of August 1 of the previous year, together with reasonable documentation regarding the residency of such employees; and 3.3.5. Ouarterly Supply and Service Spending Report. Beginning on the Completion Date and for the remainder of the Compliance Auditing Term, within thirty (30) calendar days following the end of each calendar quarter Owner will provide or cause to be provided a report to the City in a form reasonably acceptable to the City that specifically outlines the aggregate Supply and Service Expenditures made in the same calendar quarter with both Fort Worth Companies and Fort Worth Certified M/WBE Companies. Owner agrees to meet or cause a representative to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary to address any concerns arising from the report as to Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies. 3.3.6. General. Owner shall supply any additional information requested by the City that is reasonably pertinent to the City's evaluation of Owner's compliance with each of the terms and conditions of this Agreement. Failure to provide all UNPJ(OBIM)Tax Abatement Agreement Page 10 information required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. All of the foregoing shall be subject to applicable federal and state privacy laws and regulations. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Abatement Term based on the City's audit of the Records and any inspections of the Land and/or the Required Improvements and shall notify Owner in writing of such decision and ruling. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Owner, at Owner'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 Owner's notice to the City, and if any discrepancies are found, the City, Owner 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 Owner's representatives will be given an opportunity to comment. The ruling and determination by the City Council shall be final. The actual percentage of the Abatement granted for a given year of the Abatement Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. Notwithstanding the foregoing,if the City makes a decision and ruling that Owner is entitled to the twenty percent (20%) Abatement available pursuant to Section 2.1.1, Owner shall be entitled to the benefits of such twenty percent (20%) Abatement in the first five (5) years 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. Owner shall be in default of this Agreement if(i) any of the covenants set forth in any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; or (ii) ad valorem real property taxes with respect to the Land or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Land, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 2.3 of this Agreement, Owner breaches any of the other terms or conditions of this Agreement (collectively, each an "Event of Default"). I11tiL k6V�S � UNPJ(OBIM)Tax Abatement Agreement CITY ,�Iy7'�p� ' Uff Page 11 R. 1"V��UWi 4.2. Notice to Cure. If the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Unless otherwise specifically stated herein, Owner 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 Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have 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 occurred pursuant to Sections 1.1 and/or 1.2 of this Agreement, the City shall have the right to terminate this Agreement immediately by providing written notice of such intent to Owner. If any other Event of Default occurs and has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the 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 Owner agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3"is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). The City hereby agrees that such liquidated damages, together with penalties and interest, if applicable, are its sole and exclusive remedy, at law and in equity, for any default hereunder by Owner. UNPJ(OBIM)Tax Abatement Agreement Page 12 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Land or the anticipated Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Abatement Term has commenced, the Abatement Term shall expire as of the effective date of the termination of this Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 5. ASSIGNMENT. Owner shall have the right to assign all or any portion of the Abatement granted hereunder to OBIM Fresh-Cut Fruit Co., LLC or another Affiliate of Owner, provided that the assignee is the owner of the property subject to the Abatement benefit that Owner wishes to assign and provided that Owner notifies the City of such assignment at least thirty (30) calendar days in advance, providing the City with the name of the assignee, the interest under this Agreement that Owner wishes to assign and a contact name and telephone number for the assignee. For purposes of this Agreement, an "AffdiaW' of Owner shall be (i) any entity in which a majority of the ownership consists of individuals,partnerships, trusts (or their individual partners or beneficiaries) or other entities included, whether by legal title or beneficially, in the present ownership of Owner or (ii) any entity which has at least a fifty-one percent (51%) ownership interest in Owner or any entity in which Owner has at least a fifty-one percent (51%) ownership interest. Otherwise, the Abatement granted hereunder shall vest only in Owner and cannot be assigned to a new owner of all or any portion of the Land and/or Required Improvements and/or tangible personal property on the Land without the prior consent of the City Council, which consent shall not be unreasonably withheld provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Owner may not otherwise assign, lease or convey any of its rights under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice from the City to Owner. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid,or by hand delivery: UNPJ(OBIM)Tax Abatement Agreement Page 13 City: Owner: City of Fort Worth UNPJ Holding Co, Ltd. Attn: City Manager c/o OBIM Fresh-cut Fruit Co. 1000 Throckmorton Attn: Director of Operations Fort Worth, TX 76102 715 E. 9th St. Fort Worth, TX 76102 with copies to: the City Attorney and Economic/Community Development Director at the same address 7: MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. 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 units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances,or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit "D",the body of this Agreement shall control. 7.4. Future Application. A portion or all of the Land and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Land and/or Required Improvements. 7.5. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any UNPJ(OBIM)Tax Abatement Agreement Page 14 action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. 7.6. Recordation. Owner shall cause a certified copy of this Agreement in recordable form to be recorded in the Deed Records of Tarrant County,Texas. 7.7. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.8. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.9. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 7.10. Amendment. r This Agreement may be amended only by the written agreement of the City and Owner. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: UNPJ(OBIM)Tax Abatement Agreement Page 15 CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By: Dale Fisseler Peter Vaky Assistant City f Mana er Assistant City Attorney Date: l �& M&C: C-20458 01-04-05 ATTEST: By: City Secretary UNPJ HOLDING CO.,LTD., a Texas limited partnership: By: UNPJ Management, LLC, a Texas limited liability company and its sole general partner: By. .1 Name: Uzor Nwoko Title: Treasurer ATTEST: By: Name: Steve Pukish Title: Controller UNPJ(OBIM)Tax Abatement Agmement t Page 16 '��1� J � {tn1aU� STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dale Fisseler, 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 may of 2006. Not&y Public in and for MARIA S. SANCHEZ the State of Texas °~ NOTARY PU6LIC Nq4, STATE OF TEXAS II laI'i a ��', Z F°F`£+ My Comm.Exp.12-14-2009 Notary's Printed Name STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Uzor Nwoko,Treasurer of UNPJ Management, LLC, a Texas limited liability company and the sole general partner of UNPJ HOLDING CO., LTD., a Texas limited partnership, 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 UNPJ HOLDING CO., LTD., 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 UNPJ HOLDING CO., LTD. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,2006. Notary Public in and for r'�u'% LEONA CHARLENE CANFIxas the State of Texas '°�' Notary Public,State of Texas ='i MY Commission Expires June 16.2008 Gena ,harlcr A C Notary's Printed Name UNPJ(OBIM)Tax Abatement Agreement MY NI UE (M EXHIBIT "A" POLICY STATEMENT A Resolution NO�31?(:9\ PROVIDING THAT THE CITY OF FORT WORTH ("CITY") ELECTS TO BE ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT AUTHORIZED BY CHAPTER 312 OF THE TEXAS TAX CODE AND ESTABLISHING A TAX ABATEMENT POLICY GOVERNING SUBSEQUENT TAX ABATEMENT AGREEMENTS WHEREAS, a municipality may enter into tax abatement agreements authorized by Chapter 312 of the Texas Tax Code ("Code") only if the governing body of the municipality has previously adopted a resolution stating that the municipality elects to be eligible to participate in tax abatement and has established guidelines and criteria governing tax abatement agreements ("Tax Abatement Policy"); and WHEREAS, pursuant to Code, a Tax Abatement Policy is effective for two (2) years from the date of its adoption; and WHEREAS, the City last adopted a tax abatement policy in 2002; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. THAT the City hereby elects to be eligible to participate in tax abatement in accordance with Chapter 312 of the Code. 2. THAT the City hereby adopts the Tax Abatement Policy attached hereto as Exhibit "A", which constitutes the guidelines, criteria, and procedures governing tax abatement agreements entered into by the City, to be effective from June 1, 2004 through May 31, 2006, unless earlier amended or repealed by a vote of at least three-fourths (3/4) of the members of the City Council. 3. THAT this 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. IS June, ARROV0 ADOPTED this jVh day of May 2004. CITY COUNCIL ATTEST: SUN° 15 20(3 AdtsF C-�gckar #rid By:_ t✓ l� Ci$oiFartY;c:_t - (,3.f it Secretary i Exhibit "A" City of Fort Worth Tax Abatement Policy 1. GENERAL PROVISIONS. 1.1. 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 14,2006. 1.2. General Eligibility 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; and • have a positive impact on Fort Worth Companies and Fort Worth Certified M/WBE Companies. 1.3. General Exclusions and Limitations. 1.3.1. Lessees of Real Property. A person or entity seeldng 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 Exhibit A:Tax Abatement Policy ���4ti Page 1 of 12 CITY MCA ETA11 2j� 17 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, suclpersons 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. 1.3.2. Property Located in Neighborhood Empowerment Zones "NEZs" . The City Council has designated certain distressed areas of the City needing affordable housing, economic development MM expmded 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 in Appendix_. 1.3.3. Property Located in Tax Increment Reinvestment Zones "TIFs" . 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. 1.3.4. Property Located in Enterprise Zones. 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. DEFINITIONS. Capitalized terms used in this Policy but not defined elsewhere shall have the following meanings: Exhibit A:Tax Abatement Policy Page 2 of 12 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 __r_ . , - he 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 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. 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 in 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. Fort Worth Certified N /WBE Company — A minority or woman-owned business that has a principal office located within the corporate limits of the City and has received certification as either a minority business enterprise (MBE) or a woman business Exhibit A:Tax Abatement Policy Page 3 of 12 (v}����� � ff?�� R�+�p)gg1 enterprise (WBE)by the North Texas Central Regional Certification Agency (NCTRCA) or the Texas Department of Transportation(TxDOT), Highway Division. Fort Worth Company — A business that has a principal office located within the corporate limits of the City. 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. M/WBE Ordinance—City Ordinance No. 15530, as may subsequently be amended, or a successor ordinance thereto. 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 Expenses — Discretionary expenses incurred 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 ABATEMENT. To be eligible for tax abatement under this Policy, a Residential Development Project must meet all of the criteria set forth in one of the following paragraphs: 3.1. (i) Be located in the Central City; and (ii) Satisfy the Capital Investment and affordability criteria necessary for a Residential Development Project to be eligible for tax abatement under the NEZ Policy; and (iii) Meet all of the commitments set forth in Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or Exhibit A:Tax Abatement Policy Page 4 of 12 3.2. (i) Be located in a CDBG Eligible Area; and (ii) Have a capital investment of at least $5 million; and (iii) Cause no greater than 50% of the units be 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); and (iv) Meet all of the commitments set forth in Section 6 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) Cause no fewer than 20% of the units shall to be 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); and (iv) Meet all of the commitments set forth in Section 6 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 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$500,000; 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 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or 4.2. (i) Have a minimum Capital Investment of$10 million; and (ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-Use Development 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. Exhibit A:Tax Abatement Policy Page 5 of 12 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.$500,000; 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 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Commercial/Industrial Development Projects); or 5.2. (i)Have a minimum Capital Investment of$10 million; and(ii) meet all of the commitments of Section 6 of this Policy (Standard Requirements for Residential and Mixed-Use Development Projects and Certain Comm ercial/Industrial Development 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 (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, a detailed description and the estimated costs of the renovations contemplated. 6. STANDARD REOUIREMENTS FOR RESIDENTIAL DEVEL^D*�;JNT PROJECTS AND CERTAIN COMMERCIAL/INDUSTRIAL AND MIXED-USE DEVELOPMENT PROJECTS. To be eligible for property tax abatement, a Residential Development Project meeting the requirements set forth in Sections 3.1, 3.2 or 3.3 of this Policy; a Commercial/Industrial Development Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; and a Mixed-Use Development Project meeting the requirements set forth in Sections 5.1 and 5.2 shall meet all of the following requirements: Exhibit A:Tax Abatement Policy Page 6 of 12 6.1. 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 6.2. Commit to provide full-time employment to a set number and/or a percentage of full-time jobs offered on the real property where the Development is located to Fort Worth Residents, which commitment will be agreed upon and set forth in the Tax Abatement Agreement; and 6.3. Commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Companies, which commitment will be agreed upon and set forth in the Tax Abatement Agreement; and 6.4. For the purposes outlined in the City's M/WBE Ordinance, agree, as a base goal, to undertake a good faith effort to spend at least twenty-five percent (25%) of total construction costs and at least twenty-five percent (25%) of annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which goal may be increased or decreased by the City, after consultation with the Minority and Women Business Enterprise Advisory Committee, considering all applicable factors with regard to the specific Development Project, including, but not limited to, capacity, quality and price, and otherwise in accordance with the process applicable pursuant to the City's M/WBE Ordinance; and 6.5. As part of the base goal established pursuant to Section 6.4 above, commit to spend a set amount or percentage of total construction costs and annual Supply and Service Expenses with Fort Worth Certified M/WBE Companies, which commitments 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 specific terms and conditions of the Tax Abatement Agreement; and 6.6. Commit to file a plan with the City as to how the goals and 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, and (ii) 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 6. Exhibit A:Tax Abatement Policy V FFICIAL 9 6 U RD, Page 7 of 12 1Tif 0E ELAI 2V 7. 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 Commercialadustrial 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-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 6.1, 6.2, 6.3 and 6.4 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. 8. 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. Exhibit A:Tax Abatement Policy Page 8 of 12 9. TAX ABATEMENT APPLICATION PROCEDURES. Each tax abatement application shall be processed in accordance with the following standards and procedures: 9.1. Submission of Application. If a given development project qualifies for tax abatement pursuant to the eligibility criteria detailed in Section 4, Section 5 or Section 6 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. 9.2. Application Fee. Upon submission of the Application, an applicant must also pay an application fee. This application fee shall be the lesser amount of(i) one percent (1%) of the proposed project's Capital Investment and value of personal property qualifying for Abatement or (ii) $15,000 ("Application Fee"). Regardless of whether the City ultimately grants the applicant a Tax Abatement, if 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, this Application Fee shall 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. Otherwise, the Application Fee shall not be credited or refunded to any party for any reason. 9.3. 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; Exhibit A:Tax Abatement Policy Page 9 of 12 • Percentage of new jobs committed to Central City Residents; • Percent of construction contracts committed to (i) Fort Worth Companies and(ii)Fort Worth Certified M/WBE Companies; • Percentage of Supply and Service Contract expenses committed to (i) Fort Worth Companies and(ii) Fort Worth Certified M/WBE Companies; • Financial viability of the project; • The project's reasonably projected increase in the value of the tax base; • Costs to the City(such as infrastructure participation, etc.); • Remediation of an existing environmental problem on the real property; • The gender, ethnic background and length of employment of each member of the applicant's board of directors, governing body or upper management, as requested by the City; and • Other items that the City may determine to be relevant with respect to the project. Based upon the outcome of the evaluation, the Economic and Community Development Office will present the Application to the City Council's Central City Revitalization and Economic Development Committee. In an extraordinary circumstance, the Economic and Community Development Department may elect to present the Application to the full City Council without initial input from the Central City Revitalization and Economic Development Committee. 9.4. 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 full City Council with the Central City Revitalization and Economic Development Committee's recommendation to approve the Agreement; (ii) 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. Exhibit A:Tax Abatement Policy Page 10 of 12 9.5. 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. 10. GENERAL POLICIES AND REQUIREMENTS. Notwithstanding anything that may be interpreted to. the contrary herein, the following general terms and conditions shall govern this Policy: 10.1. 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. 10.2. 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. 10.3. In accordance with state law, the City will not abate taxes levied on inventory, supplies or the existing tax base. 10.4. 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. 10.5. 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 property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the minimum value of personal property required by the Tax 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. 10.6. The owner of real property for which a Tax Abatement has been granted shall properly maintain the property to assure the long-term economic viability of the project. In addition, if a citation or citations for City Code violations are issued against a Exhibit A:Tax Abatement Policy CITY Page 11 of 12 �' '� o 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. 10.7. If the recipient of a tax abatement breaches any of the terms or conditions of the Tax Abatement Agreement and fails to cure such breach in accordance with the Tax Abatement Agreement, the City shall have the right to terminate the Tax Abatement Agreement. In this event, the recipient will be required to pay the City any property taxes that were abated pursuant to the Tax Abatement Agreement prior to its termination. 10.8. 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. 10.9. 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. Exhibit A:Tax Abatement Policy � � Page 12 of 12 CDBG Eligible Areas & Central City 7 2 52 76092 761 24B 7W20760 76131 g 76 4 76148 n: 76180 6137 6054 76021 76135 1� {i �'� 1 t 76022 M 7 761 6 7611 761 76 i 76127 6111 4 761 76120 o 78 76012 p ' 76 2 76107 76104:' r ao 3" 76105 601,3 76109 76110 76016 76015 �r 7615 . 75132 76017 i -7613, 76134 76060 76126 76001 ' 7614 76123 HOi93 76036 76028 0 1 2 4 6 8 Planning Department FORTWURTH Miles 10121104-BK EXHIBIT`B" PROPERTY DESCRIPTION OF THE LAND UNPJ(OBIM)Tax Abatement Agreement � ( � � '�� 715 EAST 9h STREET FORT WORTH, TX 76102 Survey of Lot 1,Block 126-R, ORIGINAL TOWN OF FORT WORTH, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 43,Deed Records, Tarrant County, Texas. Commonly known as 715 East 9'h Street LINE BEARING DISTANCE L1 S 85 0 43' 43"W 16.90' L2 N 10. 29' 23"E 36.40' L3 N 13 0 48' 09"E 49.28' L4 N 17 24' 18"E 50.23' L5 N 22-' 43' 57"E 49.98' L6 N 26 0 50' 20"E 50.02' L7 N 30. 33' 16"E 49.99' L8 N 32. 37' 13"E 50.40' L9 N 310 58' 56"E 49.64' L 10 S 57 0 24' 48"E 39.90' L11 N 60. 00' 19"E 50.00' NOTES: 1. 5/8"iron pins found at all comers unless otherwise noted. 2. An easement is retained along the railroad R.O.W. for maintenance and operation of railroad facilities in Volume 4729,Page 282. (No width given). UNPJ(OBIM)Tax Abatement Agreement 813 EAST 9t' STREET FORT WORTH, TX 76102 Being Lots 1 through 5,8 through 12,a portion of Lots 6 and 7, Block 129, and a portion of Block 119. ORIGINAL TOWN OF FORT WORTH, (an unrecorded plat), an Addition to the City of Fort Worth, Tarrant County, Texas, and a portion of Eighth Street(50' R.O.W.) as vacated by City of Fort Worth Ordinance No. 600 and City of Fort Worth Ordinance No. 5318,being more particularly described by metes and bounds as follows: BEGINNING at 5/8"iron found at the Southeast corner of said Lot 12, and the Southwest corner of Lot 7. Block 130, said ORIGINAL TOWN OF FORT WORTH, said iron being in the North line of East Ninth Street (50 R.O.W.). THENCE S 60-, 00' 00"W along the North line of said East Ninth Street, 260.00 feet to a railroad spike found at the Southwest corner of said Lot 8 and Southeast corner of said Lot 8 and the Southeast corner of Lot 1,Block 126-R, ORIGINAL TOWN OF FORT WORTH ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Cabinet A, Slide 43, Plat Records, Tarrant County, Texas. THENCE N 30-, 00' 00"W along the East line of Lot 1, said Block 126-R, 230.00 feet to a 3/8"iron found at the Northeast corner of Lot 1, said Block 126-R,in the South line of Chicago, Rock Island and Pacific Railroad Company R.O.W. (R.O.W. varies). THENCE along the South line of said Railroad R.O.W. as follows: N 380 45' 47"E 278.94 feet to 5/8"iron found. N 30. 00' 00"E, passing the Northeast corner of Lot 1,said Block 129,continuing in all a distance of 331.04 feet to the POINT OF BEGINNING and containing 1.674 acres of land. UNPJ(OBIM)Tax Abatement Agreement 909 EAST 9" STREET FORT WORTH, TX 76102 Survey of Lots 5 through 8, Block 130, ORIGINAL TOWN OF FORT WORTH, Tarrant County,Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8"iron pin found in the Northwesterly line of East Ninth Street, said point being the Southwest comer of a tract of land conveyed to Worth Center Partnership by deed of record in volume 7552, Page 813,Deed Records of Tarrant County,Texas: THENCE North 30 degrees 00 minutes 00 seconds West 200.00 feet to an X found on concrete for the Northwest corner of Lot 6,Block 130; THENCE North 60 degrees 00 minutes 00 seconds East 108.00 feet to a 5/8" iron pin found for the Northwest corner of Lot 5,Block 130; THENCE South 30 degrees 00 minutes 00 seconds East 200.00 feet to a 5/8" found for the Southeast corner of Lot 8, Block 130, said point being in the Northwesterly line of East Ninth Street; THENCE South 60 degree 00 minutes 00 seconds West along said Northwesterly line 108.00 feet to the POINT OF BEGINNING. Commonly known as 909 East Ninth Street. UNPJ(OBIM)Tax Abatement Agreement Attachment C to Tax Abatement Agreement UNPJ Holding Co. Ltd.and OBIM Fresh Cut Fruit Co., LLC Real Property Improvements for City Tax Abatement Agreement In Service Description Prope Cost Date Apple room walls 715 E 9th $ 13,011.76 10/21/2005 Concrete wall at trash area 715 E 9th $ 14,594.39 8/1/2005 Maintenance Office buildout 715 E 9th $ 29,677.26 11/22/2005 Fruit Production Walls 715 E 9th $ 285,441.08 4/2/2005 Static Cooler Walls 715 E 9th $ 24,489.07 3/5/2005 Roof resurface over west end of 715 715 E 9th $ 22,740.00 9/30/2005 $ 389,953.56 Roof resurfacing over area J of 600 600 E 9th $ 215,385.19 3/31/2005 Costs to obtain Certificate of Occupancy 600 E 9th $ 115,806.00 Various $ 331,191.19 Total Real Property Improvements 721,144.75 EXHIBIT "D" TAX ABATEMENT APPLICATION FORTWORTH City of Fort Worth Incentive Application Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 871-6103 Incentive Application GENERAL INFORMATION 1. Applicant Information: Company Name 0.9,f ) )QeOSA—&afFy.J Ce•�GLL jm QA* t e •''�ZC4•, LGA Company Address 7)5 9, 9 4 _Sl; City, State,Zip Code R 111!R'�1? —1- y 7��a Contact Person(include title/position): P� .-�Q4 Q , G�0 Telephone Number 917- 33.?- oVl d3 ext. Mobile Telephone Number S 17— 5,V, 3,2q'e1 Fax Number 917-33:1—q- / /3 E-mail address: &I�;� (.P,. 06 iM -PAPS'h 2. Project Site Information(if different from above): Address/Location: I/S, 213 q oq (0©0, 4,wd 67#6 Ar, 6'4A .5;� 3. Development requests that will be sought for the project(check all that apply): A. Replat: N!A B. Rezoning: Current zoning: Requested zoning: C. Variances: If yes,please describe: 4. Incentive(s)Requested: KAdi1C �wd1 u dp iy�p.,� 'a�►/,� pea&'4 -Pao-c. . kkis @&c clp ve,_10'44e4_� �i-1-� AR�se. �,� �Qs���-- a,.�' ��1�-�;e� .1-�►�st�ss 5. Specify elements of project athat_make it eligible for the requested incentive(s): / Lr�Rd�2 �nnnrDu�n...x+ 6t.cE' RAM C.[snY`t7 -E Com+ 4 '�c� ws,ek�oacp w -u, � 1XIO96414# IN -/-fie JQA�yQQ . 6. Do you intend to pursueabatement of: County Taxes? MO Yes ❑ No 7. What level of abatement will you request: Years? 10 Percentage? l6t9 j Page 1 of 6 PROJECT INFORMATION For real estate proiects,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. 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 _zcommerciaVIndustrial Mixed-use 9. Will this be a relocation? No Yes If yes,where is the company currently located? 10. Please provide a brief description of the project. 2 &C.v- U �7MtO 4.r. �! 44 4 s � A,, t `C. OL — 11. Project Description 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. Z Please see Incentive Policy for a list of incentives. Page 2 of 6 ECDW61"4 A. Real Estate Development S 2p 4-aX S; 1. Current Assessed Valuation of. Land$ ' Improvements: $ 2. New Development or xpansion lease circle one): 3AVA P,,Ye�Lr,�s2 �J2ee Size sq. ft. Cost of Construction$ ` 3. For mixed-use projects,please list square footage for each use !ya o,a 00 4. Site Development(parking, fencing,landscaping, etc.): Type of work to be done . 1A Cost of Site Development$ gp B. Personal Property& Inventory 1. Personal Property: • Cost of equipment,machinery, furnishing, etc: "� h • Purchase or lease? jd2 2. Inventory& Supplies: • Value of Inventory$ �'e'Q Supplies $ /JIL • Percent of inventory eligible for Freeport exemption(inventory, exported from Texas within 270 days) /D % 12.Employment and Job Creation: -' A. During Construction 1.Anticipated date when construction will start? 2.How many construction jobs will be created? 3. What is the estimated payroll for these jobs? l6y-0(9 B. From Development 1. How many persons are currently employed? 091/6 2. What percent of current employees above are Fort Worth residents? 91(D % 3. What percent of current employees above are Central City residents? 60 % 4. Please complete the following table for new jobs to be created. Page 3 of 6 ECO"1504 First Year By Fifth Year By Tenth Year Total Jobs to be Created Less Transfers* —0Net Jobs %of Net Jobs to be filled by e Fort Worth Residents of Net Jobs to be filled by D '79 ` Central Ci Residents (Q (p� •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 15 for more information. 13. Local Commitments: A. During Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? ffo % • Fort Worth Certified Minority and Women Business Enterprises? B. For Annual Supply&Service Needs Regarding discretionary supply and service expenses3 (i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ • 2. What percentage will be committed to Fort Worth businesses? S--D 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises?_ Page 4 of 6 ECDOD61504 DISCLOSURES 14. 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. n17 15. Please provide the following information as attachments: a) Attach a site plan of the project. See, &,16R c-kLd b) Explain why tax abatement is necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. Atl# ckad c) Describe any environmental impacts associated with this project. /JQnJ2 d) Describe the infrastructure improvements (water, sewer,streets,etc.)that will be constructed as part of this project. IJ o 00- 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. Qe 44" g) Attach a copy of the most recent property tax statement from the Tarrant Appraisal District. SO- A*-A nd. 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,retc.) including portion paid by employee and employer respectively. Sp-� 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 a plicable. O/A 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 Tax Abatement Policy,the Fort Worth Enterprise Zone Information Packet and or all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria stated therein. Printed Name Title Signature Date 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 5 of b ECDOD61504 Attachment to the City of Fort Worth Incentive Application Question 15 explanations 15b.Tax abatement is necessary because OBIM cannot currently afford to take on such an expansion in the City of Fort Worth without some financial assistance. Our debt service is going to increase over ten times its current level. 15e. The direct benefit to the City of Fort Worth is that many good paying jobs of City residents will be maintained. In addition,we will be acquiring a facility that will be torn down by the end of the year which will result in a loss of about$2,500,000 of assessed property value coming off the tax records. 15h.Jobs of several classes of employees will be creating from Associate to Manager. We will need more maintenance specialists such as ammonia refrigeration technician, electrician, engineer and several production managers. The wage range is $6.55 per hour to $50.00 per hour. cooivr 100 E.Weatherford,Fort Worth,TX 76196 BETSY PRICE (817)884-1100 T,�tRAN1 COUNTY e-mail:taxoffice@tarrantcounty.com •a x: :¢ a: web:www.tarrantcounty.com =.•, ;•- TAx ASSESSOR-CoLLEcroR 2004 TAX STATEMENT Plem note hpxtd DATE: 10/142004 bad amdd 183838 ACCOUNT: 00000006033 on the LEGAL: FORT WORTH ORIGINAL TOWN BLK 119 LT 2B&ST ON S Para fa infonnacion de impuestos en Espanol, por favor Ilame a nuesta finea de telefono OWNER: OBIM HOLDING COMPANY LLC, directa en esponol at 817-884-1185. PARCEL ADDRESS: 0000000 E 9TH ST EXEMPTIONS: LAND VALUE APPRAISED VAL 56,655 56,655 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 56,655 0 56,655 0.865000 490.07 490.07 TARRANT COUNTY 56,655 0 56,655 0.272500 154.38 154.38 REG WATER DIST 56,655 0 56,655 0.020000 11.33 11.33 T C HOSPITAL 56,655 0 56,655 0.235397 133.36 133.36 T C COLLEGE 56,655 0 56,655 0.139380 78.97 78.97 FT WORTH ISD 56,6551 0 56,6551 1.658000 939.34 939.34 Total Taxes 1,807.45 1,807.45 TOTALAMOUNT DUE 1,807.45 l cwl INCLUDES PAYMENTS RECEIVED Visit our website for online credit card or eCheck payments. Payment by phone is available at the below number. ------------ ��� 1-800-540-W44 -� "YOUR CHECK MAY BE CONVERTED INTO AN ELECTRONIC-FUND-TRANSFER. _ - PAY THIS AMOUNT $1,807.45 DELINQUENT AFTER - JAN 31 ,2005 _ �:.�_ �.qe - - F '�.•��_ -L� c• l _ Yd - :�-.. ,ALL - - •.��gq55i4.:?•a'.a _ _ y�+ _ rZ••'q^. _�i F�.ti�.._. __ i._^yk. _. n.-._�- 1�� �- .� s - __ '�< .*,�, �� �': .:�,..�f, c. �. — ':{�-'..a ;:i.t�L^' ,"'e+-,;.,.: gs� _ `•--�els -'�'',�3 ?'e j� 00000006033 000018 ? 5. �DpD143, OlJ00197©13 1014200'400000 couivi 100 E.Weatherford,Fort Worth,TX 76196 T' BETSY PRICE (817)8841100 X' TA1tRANT COUNTY I'll 1 e-mail:taxoffice@tarrantcounty.com :a >: y7 web:www.tarrantcounty.com '•. „ * :` TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT PIS note DATE: 10/142004on�back of 183839 ACCOUNT: 00000006947 LEGAL-• FORT WORTH ORIGINAL TOWN BLK 129 LTH 1 THRU 5 Pard la informacion de im uestos en 66 76�8 THRU 12 P Espanol, OWNER OBIM HOLDING COMPANY LLC, Pa favor[lame a nuesta linea de telefono PARCEL ADDRESS: 0000813 E 9TH ST dlrecta en esponol at 817-884-1185. EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 123,500 1,000 124,500 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PERS 100 CURRENTLY FT WORTH CITY 124,500 0 124,500 0.865000 1,076.92 1,076.92 TARRANT COUNTY 124,500 0 124,500 0.272500 339.26 339.26 REG WATER DIST 124,500 0 124,500 0.020000 24.90 24.90 T C HOSPITAL 124,500 0 124,500 0.235397 293.07 293.07 T C COLLEGE 124,500 0 124,500 0.139380 173.53 173.53 FT WORTH ISD 124,5001 01 124,5001 1.658000 2,064.21 2,064.21 Total Taxes 3,971.89 1 1 3,971.89 e CheddC edit CardTOTAL AMOUNT DUE 3,971.89 SALE= 1-800-54!}d844 INCLUDES PAYMENTS RECEIVED Visit our website for online credit card or eCheck payments. Payment by phone is available at the below number. 1-800-540-0844 D �Vzf OCT 2 5 2004 BY______________... -- — "YOUR CHECK MAY BE CONVERTED INTO AN ELECTRONIC FUND TRANSFER. r PAY THIS AMOUNT y V qe�p $3,971.69 DELINQUENT AFTER - JAN 31,2005 - III ff Fig 11 11nk 4v NZ =-.k'. = ; - m:•. _ .. _. ` � -- ,.r�d, {a: '"ac�"- •�.�),^, :�. ..T";a� rte;..: -,r.5.:-r::;.:'b:"s+ „1: ,''.'�:�._•�?? ,. ':. _ 00000006447 000039' 3;-89 -,p,P.110g241.992- '60044.329735 1014200400 00 c�vivTF, 100 E.Weatherford,Fort Worth,TX 76196 BETSY PRICE (817)884-1100 TARRANT COUNTY e-mail:taxoffice@tarrantcounty.com •a x: > web:www.tarrantcounty.com TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Pleese note DATE: 10/14/2004 bade 183840 ACCOUNT: 00000006971 an to LEGAL FORT WORTH ORIGINAL TOWN BLK 130 LTS 5 THRU 8 Para la infonmacion de impuestos en Espanol, por favor flame a nuesta linea de telefono OWNER: OBIM HOLDING CO LLC, directa en esponol at 817-884-1185. PARCEL ADDRESS: 0000909 E 9TH ST EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 50,000 10,500 60,500 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 601.500 0 60,500 G.865000 523.33 525.33 TARRANT COUNTY 60,500 0 60,500 0.272500 164.86 164.86 REG WATER DIST 60,500 0 60,500 0.020000 12.10 12.10 T C HOSPITAL 60,500 0 60,500 0.235397 142.42 142.42 T C COLLEGE 60,500 0 60,500 0.139380 84.32 84.32 FT WORTH ISD 60,5001 01 60,500 1.658000 1,003.09 1,003.09 Total Taxes 1,930.12 1,930.12 TOTAL AMOUNT DUE 1,930.12 �� a d Card INCLUDES PAYMENTS RECEIVED 1-800-540-0844 Visit our website for online credit card or eChedc payments. Payment by phone is available at the below number. O 10� ME 1 X00-540-0844 OCT 2 5 2004 BY-------------------- 'YOUR CHECK MAY BE CONVERTED INTO AN ELECTRONIC FUND TRANSFER. PAY THIS AMOUNT - $1,930.12 s �; _. - DELINQUENT AFTER - JAN 31 ,2005 - X03 N �.�._v ...Fv tom•,�: lam.. _ 3.^�J.a Y�Y„ .SR�a•+.'._' �','...� 7 SF," ..�i�' "'w".-4 .y m �i IAA _ _ TO $:g RT RT ' .�._ _ •.Gi �'�.. y!v '.&+a - ';tiy_'x;•.';:��.o .,ti,,.'3.tis"i• .i:..r.r..•,. _�;,'r'.'- - _. _ ... � 00000006971 0000193012O1702.06523 00002 ,0.38'4 101420.0400000 couivj 100 E.Weatherford,Fort Worth,TX 76196 '• BETSY PRICE (817)884-1100 %• TARRANT COUNTY e-mail:taxoffice@tarrantcounty.com :< >: web:www.tarrantcounty.com TAX ASSFSSOR-COLLECTOR 2004 TAX STATEMENT Pie=rote irripatint DATE: 10/142004 °doh 183841 ACCOUNT: 00006352103 on the back of the sliiitwierd LEGAL: FORT WORTH ORIGINAL TOWN BLK 126R LOT 1 Para la informacion de impuestos en Espanol, por favor flame a nuesta linea de telefono OWNER: OBM HOLDING CO LLC, directs en esponol at 817-8841185. PARCEL ADDRESS: 0000715 E 9TH ST EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 186,220 496,937 683.1,57 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 683,157 0 683,157 0.865000 5,909.31 5,909.31 TARRANT COUNTY 683,157 0 683,157 0.272500 1,861.60 _1,861.60 REG WATER DIST 683,157 0 683,157 0.020000 136.63 136.63 T C HOSPITAL 683,157 0 683,157 0.235397 1,608.13 1,608.13 T C COLLEGE 683,157 0 683,157 0.139380 952.18 952.18 FT WORTH ISD 683,1571 01 683,1571 1.658000 11,326.74 11,326.74 Total Taxes 21,794.59 21,794.59 a yI 8 INCLUDES PAYMENTS RETOTALAMOUCEEIVED TDUE 21,794.59 100540-0844 Visit our websL-for online credit card or eCheck payments. Payment by phone is available at the below number. 1-800-540-0844 OCT 2 5 2004 BY:-------------- "YOUR CHECK MAYBE CONVERTED INTO AN ELECTRONIC FUND TRANSFER-. PAY THIS AMOUNT - $21,794.59 DELINQUENT AFTER - JAN 31,2005 , . i M• •. r� Y '.. ,•t. L•: ��:��: t�� 1. 1�a:�-�l�s��'.�ii '�_ _ rs3"�. �' �s�i.,i�_' r' �i' :-�'-: 000063521`03 000a.11.9 `I �.04 �; [70t5 17. 6 101420040000 OUN7 ., 100 E.Weatherford,Fort Worth,TX 76196 A%. BETSY PRICE (817)884-1100 X: e-mail:taxoffice@tarrantcounty.com TARRANT COUNTY web:www.tarrantcounty.com * r TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Pie=note important DATE: 10/142004 beinforulatiorl ds 183842 ACCOUNT: 00010744622 LEGAL: OBIM FRESH CUT FRUIT CO LLC BUSINESS PERSONAL PROPERTY SEE AMNESTY ACCT 11388102 Para la infortnacion de im uestos en Espanol, por favor Ilame a nuesta linea de telefono OWNER: OBIM FRESH CUT FRUIT CO LLC directs en esponol at 817-8841185. PARCEL ADDRESS: 0000715 E 9TH ST EXEMPTIONS: APPRAISED VAL 2,119,291 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 2,119,291 -a 2,119,291 0.865000 18,331.87 18,331.87 TARRANT COUNTY 2,119,291 0 2,119,291 0.272500 5,775.07 5,775.07 REG WATER DIST 2,119,291 0 2,119,291 0.020000 423.86 423.86 T C HOSPITAL 2,119,291 0 2,119,291 0.235397 4,988.75 4,988.75 T C COLLEGE 2,119,291 0 2,119,291 0.139380 2,953.87 2,953.87 FT WORTH ISD 1 2,119,2911 01 2,119,2911 1.658000 35,137-84 35,137.84 Total Taxes 67,611.26 67,611.26 w I ffi e the��edit Card TOTAL AMOUNT DUE 67,61126 INCLUDES PAYMENTS RECENED ■i■r� 1.800-540-0844 Visit our website for online credit card or eCheck payments. Payment by phone is available at the below number. 1-800-540-0844 -'*YOUR CHECK MAY-BE-CONVERTED INTO AN ELECTRONIC FUND TRANSFER.- PAY THIS AMOUNT - $67,611.26 -- DELINQUENT AFTER - JAN 31,2005f 'Y• .�` e[i -''rri}!�''' 'mss ..°�.N V-�_. �� 3k ^ -•v- ; y,E _ '„ ill-.4.._.._ .. r ., •°�,'-�' .:<.L.Y.. - - .'i"F i i rn : :6. y .. _ .'`"�.. _ '.3'.. q. ±y,- _ -.-'':2 . N - ..'. •:C 'y ','tis.. -��,v y .'t .. �]' -vim'�. t'• _ i=; �7: M•n"'Q.- =.� ;4 '..Jfi.l'J.9 �.i.f i3�17t: _��:1'�1 . 1 �]'� �`�` � _ --�nY`�f�i. •a` `.,�:y*"•��3<=:;..�" .- .+_� � .!_��..,� _ � .,...L.•.K :e - -ter. �:,�!. ': ,�.r�•`�,- �r.',g"� .� '�,• �.'. ;�zcx �"";: � jam,." � `.'�. _�- ..f�'. _ s.�F�s.:y:4%. • ,�.�• �,. . _ TMs;• = - �_ = - - ..� 00010744622 0006761126 0O0?x34405 0007369628 10148004000 ,01----r--., Home Tarrant Appraisal District Another Search Real Estate 01/10/2003 Account Number: 04672925 G e o refere n ce: 16160-2-1 Property Location: 600 E 9th St,Fort Worth Owner Information: Ben E Keith Co, PO Box 2628 Fort Worth Tx 76113 1 Prior Owner(s) Legal Description: Greater Ft Worth Whse Co Site Blk2Lt1 &Blk133Us 1-4& 5A Thru 8A Taxing 026 City of Fort Worth Jurisdictions: 099 Regional Water District 220 Tarrant County 224 Tarrant County Hospital Dist 225 Tarrant County College Dist 905 Fort Worth ISD This information is intended for reference only and is subject to change. It may not accurately reflect the complete status of the account as actually carried in TAD's database. Certified Values for Tax Year 2002 Land Impr 2002 Total** 2001 Total Market Value $755,766 $2,107,986 $2,863,752 - -- Appraised Value* $755,766 $2,107,986 $2,863,752 $2,768,000 Size-SgFt 120,245 Value/Sq Ft $23.82 Land Acres 5.7833 Land Sq Ft 251,922 *Appraised value may be less than market value due to state-mandated limitations on value increases *•A zero value indicates that the property record has not yet been completed for the indicated tax year Exemptions: Property Data Deed Date: 06/16/1984 Class: 101 Deed Vol: 007771 State Code: F1 Commercial Deed Page: 1257 Bedrooms: 00 . http://www.tad.org/Datasearch/re.cfm?Account=04672925 1/11/2003 History of OBIM Fresh-cut Fruit Fort Worth, TX 1997 - 2004 About the Operating Partners The Operating Partners for OBIM Fresh-cut Fruit Company are Paul Janiak and Uzor Nwoko. Janiak was born in Michigan and received Bachelor and Master's degrees in Business Administration from the University of Michigan. He is married to Linda Loving-Janiak and they have two children, Lillian and Joseph and reside in Fort Worth. Ms Loving-Janiak has a Bachelor of Science degree from the University of Michigan and is a senior pharmaceutical sales representative for Genzyme Corporation. Nwoko was born in Nigeria and educated at the University of Manitoba where he received Bachelor and Master's degrees in Applied Food Microbiology. He is married to Vien Yip, they have two daughters, Eme and Effie and reside in Fort Worth. Ms Yip also has a Master's degree in Applied Food Microbiology from the University of Manitoba and formerly worked for Dannon Yogurt. Janiak and Nwoko met while working for a regional fresh-cut vegetable processor in Nashville, TN. When it was bought out by a national concern, Janiak and Nwoko decided to go into business together. Start-Up of OBIM and Why Fort Worth? OBIM Fresh-cut Fruit Company was incorporated in Texas on July 11, 1997 as a Texas S Corp. Research was performed by Janiak and Nwoko to find the optimum location to start-up a fresh-cut fruit plant and Fort Worth was decided on based on following factors: • high percentage of shelf space devoted to fresh cut fruit primarily from grocery store chains that cut their own product at the store • solid and available labor force • a geographic position that is critical to the economic procurement of raw product including a significant amount of Texas grown produce at it's seasonal peak • community appeared to be business friendly • the pleasant Texas lifestyle Our first customer was the local Albertson's distribution center. Our first production was on August 10, 1997 utilizing 5000 square feet in the back of the Klein Meat Company, at 2515 Cullen Street,just north of downtown Fort Worth. We started with 13 hourly employees. Like many businesses, our modest first year sales were in the$50,000 range. Our Product We produce fresh-cut produce in a value added category for national and regional grocery stores chains and larger food service providers. The primary product we sell is fresh cut fruit which is pre-packaged cut melons and other fruit at their seasonal peak flavor using a proprietary process which allows us to deliver safe, sweet, value added product with extended shelf life. The process involves no additives or preservatives of any kind. The advantage and selling points to the retailers included extended shelf life and 100%completely safe product. For our end user consumers it means great flavor in a convenient fresh cut fruit package. Nwoko and Yip developed this process and this is its first commercial use in the United States. The product line now also includes convenience vegetables which includes a variety of Pico de Gallos and products such as"No tears diced onions®" and"Aqua Pacs®with carrot and celery" and a variety of other products with extended shelf life. Most recently we have released a product line of Bistro Bowl& salads which is an individual, compartmentalized salad that is ready to eat with fork and salad dressing included again with an extended shelf life without any preservatives. Growth in Category OBIM was able to obtain a modest amount of success,with some of it's earlier customers including Wal-Mart Supercenters, Wal-Mart Neighborhood Markets and 7-Eleven convenience stores. Consumers demand for more convenience has led most all grocery store chains in the country to seek out innovative companies who could provide extended shelf life and better product than they could manufacture in-store. We have been fortunate to be at or near the front end of this category's explosive growth. The produce department is rated,in nearly every survey taken in the grocery store business to be the number one indicator as to how consumers select which store they prefer shopping at. Thus OBIM with its innovative products in the value added category has helped a variety of grocery store chains to expand their product creativity and category management. We've been fortunate to have at least double digit growth in all of the years of our existence. New Building By the end of 1998,we had experienced enough growth that we felt that we could take on more risk and bought the former Owens Country Sausage plant located between the two Ben E. Keith facilities on 9h Street directly east from the TRE depot in April of 1999. This was done with the help of our various financial partners who are or have included at one time Community National Bank,Frost Bank,Texas Bank,.and Citizens National Bank as well as the Fort Worth Economic Development Committee and William E. Mann, Jr. Foundation. We did apply to the city at that time for some tax abatement help but unfortunately were not able to merit any assistance even with our employee associate count moving from about 50 to nearly 100. Our desire was to stay as close to downtown Fort Worth as possible for the relative ease to our labor base which has become our biggest asset. We had to take on significant risk and provide personal guarantees typical of what small businesses have to do in order to grow. We formed OBIM Holding Company LLC to buy the building owned by the operating partners and their wives. Partnership with Ready Pac® We were fortunate enough to help start a category that encountered even more growth. In addition, the larger retailers that we were working with expressed a clear need to be able to consolidate their vendors and have the opportunity to get our product across the United States. In fact one of the very largest retailers indicated that clearly we had the best quality in the United States and that other fresh cut fruit processors should consider making product the OBIM way. This led to a strategic change on behalf of OBIM to seek out partners. Though offers were extended to buy out our company by some of the larger national names in the produce industry, it was clearly our desire to be a significant part of the growth in the fresh- cut industry and thus we did not sell out. After going through several offers,we were fortunate enough to make a decision to forge a relationship with Ready Pac®Produce, the third largest provider of bagged salads in the United States and the largest food service provider in the country. Dennis Gertmenian,the Chairman of the Board of Ready Pac, is now a minority stockholder at OBIM Fresh-cut Fruit Company, LLC. which is now our operating company. OBIM Fresh-cut Fruit Company,the Texas S Corp and Ready Pac®East are the operating company members. Ready Pac®was able to license the technology from OBIM and implement it in their plants in Irwindale, CA, and Franklin Park, IL and with its other partner,Missa Bay, in Swedesboro,NJ. Together the four plant partner enterprise producing fi-uit using the OBIM technology,has achieved a market position of roughly 27% in the country and occupies the#1 position as measured by IRI data. We have roughly double the size in market share of the second largest competitor. Ready Pac®Produce has developed a terrific reputation in community involvement including it's"Kids To Camp"program of which OBIM is also a significant contributor providing full-ride camping trips to under privileged children in the Dallas/Fort Worth metroplex to the Thousand Oaks Ranch in Corsicana, Texas. ROA - Return on Associates The Operating Partners at OBIM believed from its inception that much of what it would take to be successful would be based on training, developing and keeping a large group of associates. The OBIM technology employs hand peeling the raw product because of the sensitive and easily bruised nature of fruit. Our first associates started out near minimum wage,but now our average hourly wage is at just under$9 an hour and includes medical and dental benefits,paid vacation, 8 paid holidays, sick time, short and long term disability and a Safe Harbor 401K plan. In addition to that,to maximize our return we get with the finest group of associates cutting fruit anywhere in the world, we pay out in excess of 20%of pre- tax profits to our associates as a discretionary bonus at the end of the year. We believe it to be one of the more extensive benefits programs in our industry. Still more growth With the expansion of product lines,which our partners have helped us develop, as well as continued growth within the fresh-cut fruit category, the 46,000 square foot building that seemed so huge to us just five years ago appears to be something we have outgrown. It can no longer comfortably house the number of associates we have in the downtown location and we are looking at a couple of options. Either expanding our existing facility or just finding a bigger place. The 80 year old building that we are in has some limitations and our category appears still be booming and there are opportunities at hand that we need to move quickly on. OBIM Fresh-cut Fruit Co., LLC OBIM Holding Co., LLC OBIM Fresh Cut Fruit Company,TX S-Corp. Summary of Capital Additions by Year: Enti 1999 2000 2001 2002 2003 Total OBIM Holding $941,541 $ 27,573 $ 5,078 $ 974,192 OBIM Operating $ 76,894 $ 9,012 $ 802,812 $ 988,909 $ 1,877,627 Total $941,541 $ 104,467 $ 14,090 $ 802,812 $ 988,909 $2,851,819 EMPLOYEE LISTING AND ORIGIN YEAR #OF EMP. 1997 HISPANIC 6 BLACK WHITE 1 OTHER 1 1998 71 HISPANIC 68 BLACK WHITE 2 OTHER 1 1999 61 HISPANIC 52 BLACK 6 WHITE 4 OTHER 1 2000 62 HISPANIC 48 BLACK 6 WHITE 7 OTHER 1 2001 132 HISPANIC BLACK 5 WHITE 7 OTHER 1 2002 HISPANIC 127 BLACK 3 WHITE 9 OTHER 1 2003 HISPANIC 126 BLACK 5 WHITE 11 OTHER 1 INSURANCE PRICES NAME OF INSURANCE ASSOCIATE PAY OBIM PAY AETNA HMO EMPLOYEE ONLY 16.38 60.25 EMPLOYEE+ONE 38.95 120.5 FAMILY 83.3 174.73 AETNA PPO EMPLOYEE ONLY 23.64 65.62 EMPLOYEE+ ONE 57.24 149.46 FAMILY 115.69 212.04 DENTAL EMPLOYEE ONLY 1.64 2.87 EMPLOYEE+ONE 4.53 5.23 FAMILY 6.85 7.35 DISCOUNT SERVICES(mini med) EMPLOYEE ONLY 4.31 21.34 EMPLOYEE+ONE 20.78 FAMILY 32.78 59.69 LTD EMPLOYEE ONLY STD EMPLOYEE ONLY PROVIDENCE (DISCOUNT) EMPLOYEE 0.46 9.95 OBIM Fresh Cut Fruit — Benefit Schedule $15 Office co-pay-Utilizing a PPO Network, this benefit includes; immunizations for insured dependent children, one wellness visit, and$75 towards annual physical exam. This benefit is limited to 6 visits per year or a maximum benefit of$450per insured per year. $15 Office co-pay-for lab services including mammography and tests for prostate cancer, x-ray or electrocardiograms when received as an outpatient in Doctor's office, clinic or Hospital. This benefit is limited to 6 visits per year or a maximum benefit of$300 per insured per year. Sickness Benefit- $15 co-pay when visiting an Acute Care Facility for sickness. $50 co-pay when utilizing an emergency room for sickness. When acute care facility is unavailable the $15 co-pay will apply.. Hospital Benefit-Pays,$200 per day beginning the 1St day. Maximum of 30 days per confinement as an Inpatient in a Hospital. Intensive care is $400 daily for a maximum of 15 days. Substance abuse is covered at$250 per day for 15 days. Maternity is treated as any other illness. Surgical Expense- Subject to usual and customary charges. Pays actual expenses for facilities and services on the day that surgery is performed (include anesthesiologist). $2,500 annual maximum benefit. This pays in addition to Hospital Benefit for inpatient confinements. Life/Accidental Death- Basic Life and Accidental Death Benefit of$5,000 per covered insured, $2,500 for covered spouse, and$1,250 per covered child. Prescription Benefit- Pay only$10 for generic prescriptions at a pharmacy. Receive a 20% discount on all named brand prescriptions. Weekly Deduction Employee: $4.31 Employee+ One $20.78 Employee+Family$32.78 Medical Network: 800-687-0500 Pharmacy Network: 800-324-7799 Spanish Speaking Operators.Available OBIM Fresh-cut Fruit Co., LLC CONFIDENTIAL INFORMATION As of August 13, 2004 SALARY RANGE Department Low High Production $6.30 $10.98 Warehouse $9.00 $11 .50 Drivers $10.50 $15.46 Maintenance $13.65 $25.00 Office $9.00 $25.65 Managers $26.44 $36.42 Director Of Sales $49.04 RACE Hispanic White Black Asian Other Total 256 21 15 1 0 293 87% 7% 5% 0% 0% 100% SEX FEMALES MALES TOTAL 212 81 293 72% 28% 100% I k! I 2004 PRICES FOR THE ' HOURLY MEDICAL AND DENTAL INSURANCE I 1 MEDICAL ONLY DENTAL ONLY , Employee Only $4.31 Employee Only $1.64 i Employee plus 1 $20.78 Employee plus 1 $4.53 (either spouse or child) (either spouse or child) j i Family $32.78 Family $6.85 i i i i MEDICAL AND DENTAL i Employee Only $5.95 Employee plus 1 $25.31 . (either spouse or child) Family $39.63 I i I 1 HOLIDAYS AND PAY RATES Effective January 1,2002 the company will observe the following paid holidays: New Year President's Day Good Friday Memorial Day Independence Day Labor Day Thanksgiving Christmas Holiday pay will be S hours at the regular earnings rate in effect during the week in which the Holiday occurs. An associate who works on any of the above eight holidays will.receive regular pay of eight hours for the holiday plus the hours worked on that day. Due to nature of our business it may be required to work holidays.If an associate works the day before and the day after the holiday but does not work the schedule holiday they will not be paid for the holiday. YOUR FIRST 60 DAYS The company operates with an"AT WILL"at all times as stated at the front of this manual. During your first sixty-(60)days,you will have the opportunity to become familiar with the company and your job. At the end of this period your supervisor will evaluate your progress with you. Based on this evaluation you-will be eligible for a pay increase of no more than$0.45 per hour. HOURLY ASSOCIATE RAISE POLICY 2-MONTH TRAINING INCREASE It is company policy that a new hourly(production,warehouse and maintenance)associate will receive up to a$0.45 increase in theii base wage after completing the training period. This raise will be effective the Sunday following the 2-month training period. This raise will be granted upon completing a training and orientation sheet. A completed training sheet and orientation sheet must accompany each raise as to what has been accomplished. All exceptions to this policy must be in writing and must be signed by both operating partners. ANNUAL MERIT INCREASES The primary means of rewarding.increase in profit and cash flow with our associates is through our discretionary bonus,which is defined elsewhere in our company policies. As the company's profit grows and the longer your time within the company,the more you will participate in the payout. An annual increase of up to$0.50 shall be paid to hourly associates based upon the annual evaluation. This annual merit increases shall be due on the first Monday after the annual anniversary date of the associate. These merit increases shall be based on merit as determined by performance. The associates must receive their review from their supervisor,in writing and on the approved form. The associate should sign it and is encouraged to provide comments on the company then and at any time. Revised 02/11!2004 5 L m U�9�c�CpmmEmmm gd�'m�QY,iOeced.c.wW;wm�m a+doW�mcm CNW.;O�,noAnCO...".::•�>CaF+-QSmc�g$nAuGOCo aYu�TnpdrYOAmmgNOm�Om+"id3VEEON6"0�A%�AO�++.( o�O+FEoA s�UZNmum�mm0Od �E�UNEC»m`LLUmOoc>n arcSLZ"ZN�2Ommm' 'QmY�OM•'-mYuN o__`aYOgN AlNo2C=aW_r:a,p�2u naaPe _MmO�urOa 2�OQmE EEpD EES E= a To EL a aCdu0mC7+i - -yLL6>n'3 n��F1 oNmno mOMmMn �N 10 E $E C;0; Nw m OO N Om v E 4 AeNno aNn�N N^m.TN.tVn$N mOrr i m +cE OEE A Poo o + neo 2 QMnMo P6469 S �E'ngg+ OoOO6 ,E 0 K N M M M N O Y mon � � o 88 8 S p1 1. �p 9 am U E C CO 00 m m cY✓� IP el n1l 001@V0 I� V f p ^o 'nEc E`o m M^mn0 R n m cc > > n c d �uu XAX mJ m o< 0-- E as a a paaaNNd;< ^n ^ m9oNO "" a � n O 22e NZg 8 mZ nY z f ►1M MN1m O ■ mu n N E m n.^in on �E �m09 O c n Oman am Y � a o• 4j �S NNNN .... t L C C N" z �� o c 8 Eo a D pp 4 Y z O Q UO s D p 6 m CO 3 3 V € G 6 i s C$ o mmni =z n Y Fi;a _ x$m oo n Q m E o = sJo y�z m ;FDC n m p n OYQf C L d�-2t >m"DO c^ O CL yo _o m=° o=b`o ��nmE o . ins `o EZc o T => 3cSm oo z� a we noo ao i =m 8 o.E.oaA= moocA�°� OnL o biho +p es ■. ;ZZpOc :zCmD m�j otm=YQ?s m ZO 7 r O� ++ q9 LL F? o ppZcou°E= EmmEeQa�«a YEzLn e $ 1 �� wi oDa� W xo «oBEoo ��.3Euu°ucm amd @ w volar15pe- DD Z� Cho o?=Eos° oExw` smd >LEEAQaQ`} ">cnmo = rt-tQqEq r�ne Da m U A f C O L 6 A z A o Q ri m a C U N LL W C N N LL p O M LL O L m Am o5v_acm 8 and2Ed c' € c O•e.e.s o Nb� ��K maw J7 �Zg Q umZ p 'f L � u= D E m SY,_9crn- �oEz'o'wc m`vp��m mdmm� o om m@ onmo D mn cEoaoor o �.�oof�d 'cFn� E000coE 3a8_3pcM ac ° �u20 C LL OoE�E 0 z esEW W = mWEWW ai "AT WILL"EMPLOYMENT "AT W I.:' EMPLOYMENT:This means that an associate may terminate his/her employment at any time,at the sole will of the associate,and the Company may terminate the associate at any time,with or without notice,and with or without cause at the sole will of the Company. The Company's"at will"policy may not be changed as to any associate unless such is in writing and signed by the associate and both of the Operating Partners of the Company. Any representation,written or verbal,to the contrary is unauthorized and shall be considered null and void and without legal effect EQUAL OPPORTUNITY EMPLOYER It is the policy of OBIM Fresh-cut Fruit Co.to ensure that all associates are treated fairly and according to all applicable laws. All emplgyment actions are made without regard to race, color,religion,national origin,sex,disability,citizenship,and including but not limited to recruitment,associate training,transfers,promotions,demotions,disciplinary'actions, terminations,and benefits. OBIM Fresh-cut Fruit Co.will attempt to make its facilities accessible to those who are disabled sad to work with our associates on job modifications. VACATION Effective January 1,2002 full time associates are offered one week paid vacation after completion of one full year,two weeks vacation after completion of two full years. All vacation hours accrue based upon the anniversary of the employment date. The days are credited to your account on the I"day of the month following your anniversary date each year. The purpose of vacation hours is to allow you to be paid for 40 unworked hours after the first year and 80 hours after the second year. No vacation hours will be used if it puts an associate's paycheck over 40 hours per week or over authorized hours of work. Likewise,vacation hours must be used in the year they are credited. Vacation hours not taken by the last day of the anniversary year will be lost. Vacations must be requested at least 2 weeks before their start date and will be based on first come first serve principles. An associate who has less than one full year of service,or who is discharged will not be eligible for payment of accrued vacation hours. Associates employed for at least one year,resigning with two weeks notice,and who work through the two week period are eligible for payment of accrued vacation hours. PAID HOLIDAYS Full-time associates will be eligible for holiday pay after their two-month training period_ In order to qualify for Holiday pay one must work the holiday if scheduled to work and a full shift on the regularly scheduled workday prior to and following the Holiday. The only exception to this is extenuating circumstances pointed out in advance,requested in writing,and signed by all Operating Partners. ti Revised 02/11)2OD4 4 i FORTWORTH 411%1 City of Fort Worth Incentive Application Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 871-6103 EXHIBIT "D" TAX ABATEMENT APPLICATION Incentive Application GENERAL INFORMATION 1. Applicant Information: Company Name 091.61 /Q2s�i-�✓f F�.� Cdr GLC Q,,,d Q� H.00•'.U=Co., 44C Company Address City, State,Zip Code rOAf 64 T X 76 Ad'�L , Contact Person (include title/position): oo�L,11 ,�a� , e"-Eo Telephone Number g/7- ,33ye2- q/6i_3 ext. Mobile Telephone Number .91 7- 5.V-3.2g4{ Fax Number .9/`T-33 P..--Y / /3 E-mail address: Pl a'�a;" (.a,, . OL."M -FRFs 4 cu�-�yi'-. Cam 2. Project Site Information(if different from above): Address/Location: W",g; -3-4 'qaq'� Poo, gpi 6700 , q4A . 3. Development requests that will be sought for the project(check all that apply): A. Replat: N l,4 B. Rezoning: Current zoning: Requested zoning: C. Variances: If yes,please describe: 4. Incentive(s) Requested: / t �• &&' eA4 egG_ a�4C dG�l r- :ed 5►1'N2�S 5. Specify elements of project that make ri°t-eligible for the requested incentive(s): Lowe2 n/Qu_.r.�.�.`�` 6E� -Pi�fiMM1rNO'*-&L 6. Do you intend to pursueabatement of: County Taxes? 10 Yes ❑ No 7. What level of abatement will you request: Years? Percentage? /M O Page 1 of 6 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. 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 _zcommerciaVIndustrial Mixed-use 9. Will this be a relocation? y No Yes If yes,where is the company currently located? 10. Please provide a brief description of the project. Z V Al 7, , WeF 1 11.Project Description I 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. Z Please see Incentive Policy for a list of incentives. Page 2 of 6 ECWN 1504 A. Real Estate Development S 4&X S 1. Current Assessed Valuation of. Land$ Improvements: $ I 2. New Development or Expansion lease circle one): P'4'Gu se Size /Y—L -f- sq. ft. Cost of Construction$ Q ` 3. For mixed-use projects,please list square footage for each use YOO/eoo 4. Site Development(parking,fencing;landscaping, etc.): Type of work to be done , Cost of Site Development$ gp�p B. Personal Property & Inventory 1. Personal Property: • Cost of equipment,machinery, furnishing, etc: "S • Purchase or lease? TdRc� 2. Inventory& Supplies: • Value of. Inventory$ CIIIIIZ2 Supplies $ �=L. • Percent of inventory eligible for Freeport exemption(inventory, exported from Texas within 270 days) /D % 12.Employment and Job Creation: - A. Duriny,Construction 1. Anticipated date when construction will start? /Z/Z'�ZDBs- 2.How many construction jobs will be created? 3. What is the estimated payroll for these jobs? 41 ao B. From Development 1. How many persons are currently employed? ' /G 2. What percent of current employees above are Fort Worth residents? C?& % 3. What percent of current employees above are Central City residents? (o 0 % 4. Please complete the following table for new jobs to be created. Page 3 of 6 ECD0061504 First Year By Fifth Year By Tenth Year Total Jobs to be Created 30 /oa 15-0 Less Transfers* `—© `G Net Jobs of Net Jobs to be filled by o Fort Worth Residents Q© o of Net Jobs to be filled by �©� Central City Residents /Q *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 15 for more information. 13. Local Commitments: A. During Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? 80 % • Fort Worth Certified Minority and Women Business Enterprises? B. For Annual Supply&Service Needs Regarding discretionary supply and service expenses (i.e. landscaping,office or manufacturing supplies,janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 2. What percentage will be committed to Fort Worth businesses? QeO5 ro 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? Page 4 of 6 ECDO061504 DISCLOSURES 14. 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. h) (D 15. Please provide the following information as attachments: a) Attach a site plan of the project. See, 0044a c- - b) Explain why tax abatement is necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. Atl�cL r c) Describe any environmental impacts associated with this project. /J©nje_ d) Describe the infrastructure improvements (water,sewer,streets,etc.)that will be constructed as part of this project. /'�o r0-- 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. �- 444eilad( g) Attach a copy of the most recent property tax statement from the Tarrant Appraisal District. SPP- q,*_V�w. 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. 5'P_� ezea j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. k) Attach a listing of the applicant's Board oLf.Directors }if a7Pplicable. N/,4 ®(,vN�iks Chi 11AtA•--yr4Mbµ 4 YAC LLC . 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 Tax Abatement Policy, the Fort Worth Enterprise Zone Information Packet and or all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria stated therein. oma. 7,� N 1 t Printed Name Title Signature Date 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 5 of 6 ECDOD61504 Attachment to the City of Fort Worth Incentive Application Question 15 explanations 15b. Tax abatement is necessary because OBIM cannot currently afford to take on such an expansion in the City of Fort Worth without some financial assistance. Our debt service is going to increase over ten times its current level. 15e. The direct benefit to the City of Fort Worth is that many good paying jobs of City residents will be maintained. In addition,we will be acquiring a facility that will be torn down by the end of the year which will result in a loss of about$2,500,000 of assessed property value coming off the tax records. 15h. Jobs of several classes of employees will be creating from Associate to Manager. We will need more maintenance specialists such as ammonia refrigeration technician, electrician, engineer and several production managers. The wage range is $6.55 per hour to $50.00 per hour. cuvar•, 100 E.Weatherford,Fort Worth,TX 76196 BETSY PRICE (817)884-1100 e > TARRANT COUNTY e-mail:taxoffice@tarrantcounty.com =� y: web:www.tarrantcounty.com '•. { { :' TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Plus noin hportud DATE: 10H 42004 k*°W5on 183838 ACCOUNT: 00000006033 on the bade of the shdmierd LEGAL: FORT WORTH ORIGINAL TOWN BLK 119 LT 2B&ST ON S Para la information de impoestos en Espanol, OWNER: OBIM HOLDING COMPANY LLC, por Favor Ilame a nuesta finea de telefono PARCEL ADDRESS: 0000000 E 9TH ST directs en espOnol at 817$84 1185. EXEMPTIONS: LAND VALUE APPRAISED VAL 56,655 56,655 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 56,655 0 56,655 0.865000 490.07 490.07 TARRANT COUNTY 56,655 D 56,655 0.272500 154.38 154.38 REG WATER DIST 56,655 0 56,655 0.020000 11.33 11.33 T C HOSPITAL 56,655 0 56,655 0.235397 133.36 133.36 T C COLLEGE 56,655 0 56,655 0.139380 78.97 78.97 FT WORTH ISD 1 56,6551 01 56,6551 1.658000 939.34 11 939.34 Total Taxes 1,807.45 1,807.45 TOTAL AMOUNT DUE 1,807.45 � INCLUDES PAYMENTS RECEIVED Visit our website for online credit card or eCheck payments. __ Payment by phone is available at the below number. -- 1.800-540-0844 wz 100 &CAT9D� 6 "YOUR CHECK MAYBE CONVERTED INTO AN ELECTRONIC-FUN D-TRANSFER. THIS AMOUNT - $1,807.45 DELINQUENT AFTER - JAN 31 ,2005 _ _ SE SsIFrI �{�{ - {{+{ - 'z�, �- �.- `� - - - • KMr `5. ����i „�• ..r'"',_ °.4' .��. � - - `t-=i ansa-r =,ay.:..r--i:��"..' _ � _ �f:- .,.�It - _-7_- ar ''F:'`` - ;_Y'.�i']:�.F.;,. _- -ice': _ _-w.r'a`•-S;:r �;.wKac-.-�&ti�.�-�a�= 5 . .,::.:-s.: ,. _.4".• .'vr;*.Ts�.,v- •; - ::^rte-;,.:w.. ::v. -- .<a - _ - ..ry?` xi _°•�'lKAa�yy''-�...a? v aY•�P?L.:Y. _ .. ?C.7. c:.i-'n=. '.rk:s��,A'- �rL`�'• .�11� :<'Y.''•. �" J - _ '.:�� � .fix M.S. S-1 - .I tii � lil• i,Ere � T 1.1 1Lii '�.:.1Eiit3 -!S'Y'<..' - F, w.. T", .,........... . u.. .x . . .:.: yr •-:.... .i ..:.-. _M1. ._.... ... .. ... - 1-1111 f 00000006033 ODQ018:p745 0130, 193.395. 0000197013 1014200400000 CODNTr. 100 E.Weatherford,Fort Worth,TX 76196 a; BETSY PRICE (817)884-1100 i TARRANT COUNTY e-mail:taxofce@tarrantcounty.com ;F N: web:www.tarrantcounty.com „ TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Plem note DATE: 10/142004 baWwriatiorl ds 183839 ACCOUNT: 00000006947 on Ife LEGAL FORT WORTH ORIGINAL TOWN 129 LTS 1 T 5 65 76 E B THRu 12 Para la informacion de im uestos en Espanol, 5B 12 por favor[lame a nuesta linea de tele ono OWNER: OBIM HOLDING COMPANY LLC, directa en esponol at 817-884-1185. PARCEL ADDRESS: 0000813 E 9TH ST EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 123,500 1,000 124,500 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 124,500 0 124,500 0.865000 1,076.92 1,076.92 TARRANT COUNTY 124,500 0 124,500 0.272500 339.26 339.26 REG WATER DIST 124,500 0 124,500 0.020000 24.90 24.90 T C HOSPITAL 124,500 0 124,500 0.235397 293.07 293.07 T C COLLEGE 124,500 0 124,500 0.139380 173.53 173.53 FT WORTH ISD 1 124,500 01 124,500 1-658000 2,064.21 11 2,064.21 Total Taxes 3,971.89 1 3,971.89 ®� a Chedc/Credd Card TOTAL AMOUNT DUE 3,971.89 i t �54OM44 INCLUDES PAYMENTS RECEIVED Visit our website for online credit card or eChedc payments. Payment by phone is available at the below number. 1-800-540-0844 D \10 OCT 2 5 2004 BY -------------- -- - "YOUR CHECK MAYBE CONVERTED INTO AN ELECTRONIC FUND TRANSFER. PAY THIS AMOUNT s $3,971.189 11 DELINQUENT AFTER - JAN 31 ,2005 W_- _ w� .w- .: __ '��••-� - _ _ +� "1-f• '=;u�_ � .� .�'p�:b �f _ - :i.yd TSS' ,� nisi=�.-J-,r _ ..��' .�- .=#:.x _ �?'S"„�f�� - ..aC'Q•- - 'Y--. - �'_.'.e'4. - r..r '-�•, ,�. �. ,';sem 00000DO6147 0000347'x,89: :"11 9 . 92• ,' _1300_6432921'5. 10142004f3i]000 c�vNr% 100 E.Weatherford,Fort Worth,TX 76196 BETSY PRICE a (817)884-1100 : a: TARRANT COUNTY e-mail:taxoffice@tarrantcounty.com web:www.tarrantcounty.com TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT pie=note DATE: 101142004 bahbrnmon ric 183840 ACCOUNT: 00000006971 on In LEGAL: FORT WORTH ORIGINAL TOWN BLK 130 LTS 5 THRU 8 Para la informacion de impuestos en Espanol, por favor[lame a nuesta linea de telefono OWNER: OBIM HOLDING CO LLC, directs en esponol at 817-884-1185. PARCEL ADDRESS: 0000909 E 9TH ST EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 50,000 10,500 60,500 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 60,500 0 60,500 0.865000 523.33 523:33 TARRANT COUNTY 60,500 0 60,500 0.272500 164.86 164.86 REG WATER DIST 60,500 0 60,500 0.020000 12.10 12.10 T C HOSPITAL 60,500 0 60,500 0.235397 142.42 142.42 T C COLLEGE 60,500 0 60,500 0.139380 84.32 84.32 FT WORTH ISD 60,500 0 60,500 1.658000 1,003.09 1,003.09 Total Taxes 1,930.12 1,930.12 ��se Cheddredlt Card INCLUDES PAYMENTS RECEDED TOTAL AMOUNT DUE 1,93012 o� � 1.800-640-0844 Visit our website for online credit card or eCheck payments. Payment by phone is available at the below number. IMO 1-800-540-0844 CT 2 5 2004 BY:-------------------- "YOUR CHECK MAY BE CONVERTED INTO AN ELECTRONIC FUND TRANSFER. - PAY THIS AMOUNT $1,930.12 DELINQUENT AFTER - JAN 31 ,2005 ;�_.•� 73yjI rrr _ _ 1 r.--_:: - =E31Gf�5102:•..._- :==so-::. - ��• .t-a --'''-— - - x� y"� r.,a„aa avYa . RTHT? rE10255SZ-: 3- I _ z PR1C TO }: P 0 BOX S61 FORT WORTHf X 76161.30f8 -..:Y 00000006971 0000193012 b01]0.206523 0000210.38'4 101420.040000D cotiivTr, 100 E.Weatherford,Fort Worth,TX 761% % BETSY PRICE (817)884-1100 9: e-mail:taxoffice@tarrantcounty.com :a a: web:www.tarrantCounty.com # *: TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Please babe important DATE: 10/142004 irdbmr n 183841 ACCOUNT: 00006352103 on the bads dthe slalement LEGAL: FORT WORTH ORIGINAL TOWN BLK 1268 LOT 1 Para la informacion de impueslos en Espanol, por favor Ilame a nuesta linea de telefono OWNER: OBIM HOLDING CO LLC, directa en esponol at 817-884-1185. PARCEL ADDRESS: 0000715 E 9TH ST EXEMPTIONS: LAND VALUE IMPRV VALUE APPRAISED VAL 186,220 496,937 683,157 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 683,157 0 683,157 0.865000 5,909.31 5,909.31 TARRANT COUNTY 683,157 0 683,157 0.272500 1,861.60 .1,861.60 REG WATER DIST 683,157 0 683,157 0.020000 136.63 136.63 T C HOSPITAL 683,157 0 683,157 0.235397 1,608.13 1,608.13 T C COLLEGE 683,157 0 683,157 0.139380 952.18 952.18 FT OR ISD 683,157 Ol 683,1571 1.658000 11,326.74 11,326.74 Total Taxes 21,794.59 21,794.59 a CheddCredit CffdTOTAL AMOUNT DUE 21,794.59 1540-0844 INCLUDES PAYMENTS RECEIVED 40 Visit our website for online credit card or eCheck payments. Payment by phone is available at the below number. 1-800-540-0844 � k-Lo _i2'LNM OCT 2 5 2004 BY:- ----------------- "YOUR CHECK MAY CONVERTED INTO AN ELECTRONIC FUND TRANSFER: [ E - - PAY THIS AMOUNT $21,794.59 DELINQUENT AFTER - JAN 31,2005 1.1- — - - ..C:r';t: -•: �`'.• - -•=�" _i - :cam ° - - z Q .��+^T=r .F _ UGu3'iv=ir� .�:' i�' �,?t•?�`�.:a :a=: "8`:`'. .5'c:`- '.W' d ...�.I�-, -_ - S'}. c�r-'r•F•?Y.. .y: �-,�r< _�11Ya:::.r" C y 7 _ 3A7(� yam. �•.'i'_`�.a •.:�-ss'.-'.N• .•{` is >! '<.:� � � ,•�,,_ _ l - r. 0 i Y �.. go -P 0 X961018. Te ORT WORTH Tx 76167 .. 000013352103 00021791 i »04 �,. A00 3 560$ 1014-004OD-000 �ovi;,j•. 100 E.Weatherford,Fort Worth,TX 76196 r . :tt� �X:• BETSY PRICE (817)884-1100 :¢ ar TARRANT COUNTY e-mail:taxoffice@tarrantcounty.com web:www.tarrantcountycom TAX ASSESSOR-COLLECTOR 2004 TAX STATEMENT Plem nate DATE: 10/142004 °ftmabon 183842 ACCOUNT: 00010744622 on tee beds of the stidartrent LEGAL: OBIM FRESH CUT FRUIT CO LLC BUSINESS PERSONAL PROPERTY Para la information de im uestos en Espanol, SEE AMNESTY ACCT 11388102 por favor Ilame a nuesta linea de telefono OWNER: OBIM FRESH CUT FRUIT CO LLC directs en esponol at 817-884-1185. PARCEL ADDRESS: 0000715 E 9TH ST EXEMPTIONS: APPRAISED VAL 2,119,291 TAXING ENTITIES APPRAISED VALUE EXEMPTION TAXABLE VALUE TAX RATE BASE TAX TAXES DUE AMOUNT PER$100 CURRENTLY FT WORTH CITY 2,119,291 _0 2,119,291 0.865000 18,331.87 18,331.87 TARRANT COUNTY 2,119,291 0 2,119,291 0.272500 5,775.07 5,775.07 REG WATER DIST 2,119,291 0 2,119,291 0.020000 423.86 423.86 T C HOSPITAL 2,119,291 0 2,119,291 0.235397 4,988.75 4,988.75 T C COLLEGE 2,119,291 0 2,119,291 0.139380 2,953.87 2,953.87 FT WORTH ISD 2,119,291 Ol 2,119,291 1.658000 35,137.84 35,137.84 Total Taxes 67,611.26 67,611.26 aa��I a� � TOTAL AMOUNT DUE 67,61126 = clit Card 1-800-540-0844 INCLUDES PAYMENTS RECEIVED Visit our website for online c refit card or eChedc payments. Payment by phone is available at the below number. 1-800-540-0844 'YOUR CHECK MAY-BE-CONVERTED INTO AN ELECTRONIC FUND TRANSFER. rt " PAY THIS AMOUNT $671611.26 DELINQUENT AFTER - JAN 31,2005 s.. UE %'+_.y�..we.',�.,rl:�"�•� '...'i:vice'" � .•3.. -'�.�v^.� _:[: -1 ar -� -- -�..�^arty� -,-�'- -�-- ��'• '� � �=�'- - . f - �. •3 ET. 7 i i .�1', "l f i• ill' -.:"s ee qqyy r�a�r 3 � f J6 .6Fr a 'G: - _.. k. :. ........ _P Is :.V BOX 9..111} �°'�;:"� ��S w�x2•�� - IST WORTH �s 00010744622 0006761126 0067234405 0007369626 1014200400000 ,..—"--r---� Home Tarrant Appraisal District Another Search Real Estate 01/10/2003 Account Number: 04672925 Georeference: 16160-2-1 Property Location: 600 E 9th St,Fort Worth Owner Information: Ben E Keith Co, PO Box 2628 Fort Worth Tx 76113 1 Prior Owners) Legal Description: Greater Ft Worth Whse Co Site Blk 2 Lt 1 &Blk 133 Us 1-4& 5A Thru 8A Taxi ng 026 City of Fort Worth Jurisdictions: 099 Regional Water District 220 Tarrant County 224 Tarrant County Hospital Dist 225 Tarrant County College Dist 905 Fort Worth ISD This information is intended for reference only and is subject to change. It may not accurately reflect the complete status of the account as actually carried in TAD's database. Certified Values for Tax Year 2002 Land Impr 2002 Total** 2001 Total Market Value $ 755,766 $2,107,986 $2,863,752 Appraised Value* $ 755,766 $2,107,986 $2,863,752 $ 2,768,000 Size-SgFt 120,245 Value/SgFt $23.82 Land Acres 5.7833 Land SgFt 251,922 *Appraised value may be less than market value due to state-mandated limitations on value increases :'A zero value indicates that the property record has not yet been completed for the indicated tax year Exemptions: Property Data Deed Date: 06/16/1984 Class: 101 Deed Vol: 007771 State Code: F1 Commercial Deed Page: 1257 Bedrooms: 00 Y. http://www.tad.org/Datasearch/re.cfin?Account=04672925 1/11/2003 m N E u o >m z t m Eud E '.r gym_ -uado mn �AbNO_n Ai c�^O'p.0 Nm •'> dum�CC m1 �C Cu o =aci5�-�u.EyW+�"o�=.m mp oyd�yEamEv„tea �= CDC DXg o i 50 m o A E `o 1% co nen�i D d O c Ea f?+ mea W nrTim U QLL O - W c°n yamd d r o d m O O 1= n u p $ p `D N_ O N a Y�a+�n . .rycu+ZE :E$L>N�ymm>i is �z E. C m V 0 CW V O O Q N b 8 N O E N = N D �+ ` E �g ~ K ^ o m W »»»» � WD �n xxxx C ”' nnna m +aoE oSSEE m0 O5�y�AN o a4p NYf Nuy '•'K 25�` c r> 2�NQ�mZ erg e;n0 °ani Ji g' H f O 6 i pr 3 d A C C z m + n C N n C O O O d = m n m A C V+ N ° LLm o ++ ° o DCL > o0 + m � 8 »»»» £ u Won �� O 9 acE NgEEuuX �E°°�<°� mWWI^ mnNn �a�� o O DD C CD Y�' mNnr^ dU NNQQ!`Omh 'NEE cpae D oed.;m r-u^i� H�B� v 4 4 O C. E O D mm n^N W > to p C C m C C W S C R 0 0 0 E ' N S C n n V V a ++ wm rn c voi voi mN _ ., m E D r . ..j m amE Q4Qao¢ SadaNNdda ^NNS ^ mr9^.9 �$3S$ NW o -MOM z z >rz �NNmn� N a i aA N g E D mr:r: rin �m.o� nSeS m£ C N C 9 MNNONIf O W m D ? W C V w�= a 8 4 D �W N N N N C�1 O M M M M L3_ 00 LL z d C C N d �N N CC LL 22V2 6 c�� ? a m $ ua .` Q E8'm zc v 8S v CC m n c> t ou$ Lo> ng� od a � 3 o w ° em Y`d mi^` z g`.„_ _� n E D o� O� _°Oz n m°« CodpzozccW z f m c3 N i)po dzSo o>o«m�czca o ^� °£ Al •y ;pz=? `oz;=€ uun mg�E E u R. Nn ° ao W am o o �aA= «cooc6im �"u'c'tP�`S E m wo +gr + M= L. d° ;zgnoc =z-acros€C °uWmzOr+Y A � c WWW to v9 LL f? G pz-G Ez £JE?z n;zcnmY Zp m e N>� O �V> o ntw. LL Y� oN'E j =E Do� o a W D=- =o Wd dzn o°mo 'o£x9yv > r =q� r e �'oE_ d__ GE _eo£ Qv z� cD =_._DEo ; 1O Z.z0' �m- >tmm� by Z'nqq o e°W Na W W j d£a u« m it Q N = m C V N LL W C G N LL C I.1 N LL m m dQ onD ° 'Y' �maLE� c?AEZac EoaamE m. �.�aa ° °r.0.0 `« MadaY�a'�°C az ° E do�Id d`z`a d dmmmd> a6 mmom 'e omom ^o W 76 =M Qm tea. ado fix« c os �- d dd dm ommo pn 'aDE 1."0 1E i� z o� ° xnc o _ux �0000. o� 2>2 i 0000 a� O WO m>m OO�n Mo.C mJ Z�yy>i COWzJ'�C a91 mm� nnnn CLCLnn _' 8 i E E W E f 4 V E E E W 2 W W W W "AT WILL"EMPLOYMENT "AT WILL" EMPLOYMENT:This means that an associate may terminate his/her employment at any time,at the sole will of the associate,and the Company may terminate the associate at any time,with or without notice,and with or without cause at the sole will of the Company. The Company's"at will"policy may not be changed as to any associate unless such is in writing and signed by the associate and both of the Operating Partners of the Company. Any representation,written or verbal,to the contrary is unauthorized and shall be considered null and void and without legal effect. EQUAL OPPORTUNITY EMPLOYER It is the policy of OBIM Fresh-cut Fruit Co.to ensure that all associates are treated fairly and according to all applicable laws. All emplgyment actions are made without regard to race, color,religion,national origin,sex,disability,citizenship,and including but not limited to recruitment,associate training,transfers,promotions,demotions,disciplinary actions, terminations,and benefits. OBIM Fresh-cut Fruit Co.will attempt to make its facilities accessible to those who are disabled and to work with our associates on job modifications. VACATION Effective January 1,2002 full time associates are offered one week paid vacation after completion of one full year,two weeks vacation after completion of two full years. All vacation hours accrue based upon the anniversary of the employment date. The days are credited to your account on the 1"day of the month following your anniversary date each year. The purpose of vacation hours is to allow you to be paid for 40 unworked hours after the first year and 80 hours after the second year. No vacation hours will be used if it puts an associate's paycheck over 40 hours per week or over authorized hours of work. Likewise,vacation hours must be used in the year they are credited. Vacation hours not taken by the last day of the anniversary year will be lost. Vacations must be requested at least 2 weeks before their start date and will be based on first come first serve principles. An associate who has less than one full year of service,or who is discharged will not be eligible for payment of accrued vacation hours. Associates employed for at least one year,resigning with two weeks notice,and who work through the two week period are eligible for payment of accrued vacation hours. PAID HOLIDAYS Full-time associates will be eligible for Holiday pay after their two-month training period. In order to qualify for Holiday pay one must work the holiday if scheduled to work and a full shift on the regularly scheduled workday prior to and following the Holiday. The only exception to this is extenuating circumstances pointed out in advance,requested in writing,and signed by all Operating Partners. Revised 02/11/2004 4 L History of OBIM Fresh-cut Fruit Fort Worth, TX 1997 - 2004 About the Operating Partners The Operating Partners for OBIM Fresh-cut Fruit Company are Paul Janiak and Uzor Nwoko. Janiak was born in Michigan and received Bachelor and Master's degrees in Business Administration from the University of Michigan. He is married to Linda Loving-Janiak and they have two children, Lillian and Joseph and reside in Fort Worth. Ms Loving-Janiak has a Bachelor of Science degree from the University of Michigan and is a senior pharmaceutical sales representative for Genzyme Corporation. Nwoko was born in Nigeria and educated at the University of Manitoba where he received Bachelor and Master's degrees in Applied Food Microbiology. He is married to Vien Yip, they have two daughters, Eme and Effie and reside in Fort Worth. Ms Yip also has a Master's degree in Applied Food Microbiology from the University of Manitoba and formerly worked for Dannon Yogurt. Janiak and Nwoko met while working for a regional fresh-cut vegetable processor in Nashville, TN. When it was bought out by a national concern, Janiak and Nwoko decided to go into business together. Start-Up of OBIM and Why Fort Worth? OBIM Fresh-cut Fruit Company was incorporated in Texas on July 11, 1997 as a Texas S Corp. Research was performed by Janiak and Nwoko to fmd the optimum location to start-up a fresh-cut fruit plant and Fort Worth was decided on based on following factors: • high percentage of shelf space devoted to fresh cut fruit primarily from grocery store chains that cut their own product at the store • solid and available labor force • a geographic position that is critical to the economic procurement of raw product including a significant amount of Texas grown produce at it's seasonal peak • community appeared to be business friendly • the pleasant Texas lifestyle Our first customer was the local Albertson's distribution center. Our first production was on August 10, 1997 utilizing 5000 square feet in the back of the Klein Meat Company, at 2515 Cullen Street,just north of downtown Fort Worth. We started with 13 hourly employees. Like many businesses, our modest first year sales were in the $50,000 range. Our Product We produce fresh-cut produce in a value added category for national and regional grocery stores chains and larger food service providers. The primary product we sell is fresh cut fruit which is pre-packaged cut melons and other fruit at their seasonal peak flavor using a proprietary process which allows us to deliver safe, sweet,value added product with extended shelf life. The process involves no additives or preservatives of any kind. The advantage and selling points to the retailers included extended shelf life and 100%completely safe product. For our end user consumers it means great flavor in a convenient fresh cut fruit package. Nwoko and Yip developed this process and this is its first commercial use in the United States. The product line now also includes convenience vegetables which includes a variety of Pico de Gallos and products such as"No tears diced onions®"and"Aqua Pacs®with carrot and celery" and a variety of other products with extended shelf life. Most recently we have released a product line of Bistro Bowl®salads which is an individual, compartmentalized salad that is ready to eat with fork and salad dressing included again with an extended shelf life without any preservatives. Growth in Category OBIM was able to obtain a modest amount of success,with some of it's earlier customers including Wal-Mart Supercenters, Wal-Mart Neighborhood Markets and 7-Eleven convenience stores. Consumers demand for more convenience has led most all grocery store chains in the country to seek out innovative companies who could provide extended shelf life and better product than they could manufacture in-store. We have been fortunate to be at or near the front end of this category's explosive growth. The produce department is rated,in nearly every survey taken in the grocery store business to be the number one indicator as to how consumers select which store they prefer shopping at. Thus OBIM with its innovative products in the value added category has helped a variety of grocery store chains to expand their product creativity and category management. We've been fortunate to have at least double digit growth in all of the years of our existence. New Building By the end of 1998,we had experienced enough growth that we felt that we could take on more risk and bought the former Owens Country Sausage plant located between the two Ben E. Keith facilities on 9`h Street directly east from the TRE depot in April of 1999. This was done with the help of our various financial partners who are or have included at one time Community National Bank,Frost Bank, Texas Bank, and Citizens National Bank as well as the Fort Worth Economic Development Committee and William E. Mann, Jr. Foundation. We did apply to the city at that time for some tax abatement help but unfortunately were not able to merit any assistance even with our employee associate count moving from about 50 to nearly 100. Our desire was to stay as close to downtown Fort Worth as possible for the relative ease to our labor base which has become our biggest asset. We had to take on significant risk and provide personal guarantees typical of what small businesses have to do in order to grow. We formed OBIM Holding Company LLC to buy the building owned by the operating partners and their wives. Partnership with Ready Pac® We were fortunate enough to help start a category that encountered even more growth. In addition, the larger retailers that we were working with expressed a clear need to be able to consolidate their vendors and have the opportunity to get our product across the United States. In fact one of the very largest retailers indicated that clearly we had the best quality in the United States and that other fresh cut fruit processors should consider making product the OBIM way. This led to a strategic change on behalf of OBIM to seek out partners. Though offers were extended to buy out our company by some of the larger national names in the produce industry, it was clearly our desire to be a significant part of the growth in the fresh- cut industry and thus we did not sell out. After going through several offers,we were fortunate enough to make a decision to forge a relationship with Ready Pac®Produce, the third largest provider of bagged salads in the United States and the largest food service provider in the country. Dennis Gertmenian, the Chairman of the Board of Ready Pac, is now a minority stockholder at OBIM Fresh-cut Fruit Company, LLC. which is now our operating company. OBIM Fresh-cut Fruit Company,the Texas S Corp and Ready Pac®East are the operating company members. Ready Pac®was able to license the technology from OBIM and implement it in their plants in Irwindale, CA, and Franklin Park, IL and with its other partner,Missa Bay, in Swedesboro,NJ. Together the four plant partner enterprise producing fruit using the OBIM technology, has achieved a market position of roughly 27% in the country and occupies the#1 position as measured by IRI data. We have roughly double the size in market share of the second largest competitor. Ready Pac®Produce has developed a terrific reputation in community involvement including it's"Kids To Camp"program of which OBIM is also a significant contributor providing full-ride camping trips to under privileged children in the Dallas/Fort Worth metroplex to the Thousand Oaks Ranch in Corsicana, Texas. ROA- Return on Associates The Operating Partners at OBIM believed from its inception that much of what it would take to be successful would be based on training, developing and keeping a large group of associates. The OBIM technology employs hand peeling the raw product because of the sensitive and easily bruised nature of fruit. Our first associates started out near minimum wage,but now our average hourly wage is at just under$9 an hour and includes medical and dental benefits,paid vacation, 8 paid holidays, sick time, short and long term disability and a Safe Harbor 401K plan. In addition to that,to maximize our return we get with the finest group of associates cutting fruit anywhere in the world,we pay out in excess of 20%of pre- tax profits to our associates as a discretionary bonus at the end of the year. We believe it to be one of the more extensive benefits programs in our industry. Still more growth With the expansion of product lines,which our partners have helped us develop, as well as continued growth within the fresh-cut fruit category, the 46,000 square foot building that seemed so huge to us just five years ago appears to be something we have outgrown. It can no longer comfortably house the number of associates we have in the downtown location and we are looking at a couple of options. Either expanding our existing facility or just finding a bigger place. The 80 year old building that we are in has some limitations and our category appears still be booming and there are opportunities at hand that we need to move quickly on. OBIM Fresh-cut Fruit Co., LLC OBIM Holding Co., LLC OBIM Fresh Cut Fruit Company,TX S-Corp. Summary of Capital Additions by Year: gniitt 1999 2000 2001 2002 2003 Total OBIM Holding $941,541 $ 27,573 $ 5,078 $ 974,192 OBIM Operating $ 76,894 $ 9,012 $ 802,812 $ 988,909 $ 1,877,627 Total $941,541 $ 104,467 $ 14,090 $ 802,812 $ 988,909 $2,851,819 EMPLOYEE LISTING AND ORIGIN YEAR #OF EMP. 1997 HISPANIC 6 BLACK WHITE 1 OTHER 1 1998 71 HISPANIC 68 BLACK WHITE 2 OTHER 1 1999 61 HISPANIC 52 BLACK 6 WHITE 4 OTHER 1 2000 62 HISPANIC 48 BLACK 6 WHITE 7 OTHER 1 2001 132 HISPANIC BLACK 5 WHITE 7 OTHER 1 2002 HISPANIC 127 BLACK 3 WHITE 9 OTHER 1 2003 HISPANIC 126 BLACK 5 WHITE 11 OTHER 1 INSURANCE PRICES NAME OF INSURANCE ASSOCIATE PAY OBIM PAY AETNA HMO EMPLOYEE ONLY 16.38 60.25 EMPLOYEE+ ONE 38.95 120.5 FAMILY 83.3 174.73 AETNA PPO EMPLOYEE ONLY 23.64 65.62 EMPLOYEE+ ONE 57.24 149.46 FAMILY 115.69 212.04 DENTAL EMPLOYEE ONLY 1.64 2.87 EMPLOYEE+ ONE 4.53 5.23 FAMILY 6.85 7.35 DISCOUNT SERVICES (mini med) EMPLOYEE ONLY 4.31 21.34 EMPLOYEE+ ONE 20.78 FAMILY 32.78 59.69 LTD EMPLOYEE ONLY STD EMPLOYEE ONLY PROVIDENCE (DISCOUNT) EMPLOYEE 0.46 9.95 OBIM Fresh Cut Fruit — Benefit Schedule $15 Office co-pay-Utilizing a PPO Network, this benefit includes; immunizations for insured dependent children, one wellness visit, and $75 towards annual physical exam. This benefit is limited to 6 visits per year or a maximum benefit of$y50per insured per year. $15 Office co-pay-for lab services including mammography and tests for prostate cancer, x-ray or electrocardiograms when received as an outpatient in Doctor's office, clinic or Hospital. This benefit is limited to 6 visits per year or a maximum benefit of$300 per insured per year. Sickness Benefit- $15 co-pay when visiting an Acute Care Facility for sickness. $50 co-pay when utilizing an emergency room for sickness. When acute care facility is unavailable the $15 co-pay will apply.. Hospital Benefit- Pays.$200 per day beginning the 1St day. Maximum of 30 days per confinement as an Inpatient in a Hospital. Intensive care is $400 daily for a maximum of 15 days. Substance abuse is covered at $250 per day for 15 days. Maternity is treated as any other illness. Surgical Expense- Subject to usual and customary charges. Pays actual expenses for facilities and services on the day that surgery is performed (include anesthesiologist). $2,500 annual maximum benefit. This pays in addition to Hospital Benefit for inpatient confinements. Life/Accidental Death-Basic Life and Accidental Death Benefit of$5,000 per covered insured, $2,500 for covered spouse, and$1,250 per covered child. Prescription Benefit- Pay only $10 for generic prescriptions at a pharmacy. Receive a 20% discount on all named brand prescriptions. Weekly Deduction Employee: $4.31 Employee+ One $20.78 Employee+Family$32.78 Medical Network: 800-687-0500 Pharmacy Network: 800-324-7799 Spanish Speaking Operators.Available OBIM Fresh-cut Fruit Co., LLC CONFIDENTIAL INFORMATION As of August 13, 2004 SALARY RANGE Department Low High Production $6.30 $10.98 Warehouse $9.00 $11 .50 Drivers $10.50 $15.46 Maintenance $13.65 $25.00 Office $9.00 $25.65 Managers $26.44 $36.42 Director Of Sales $49.04 RACE Hispanic White Black Asian Other Total 256 21 15 1 0 293 87% 7% 5% 0% 0% 100% SEX FEMALES MALES TOTAL 212 81 293 72% 28% 100% ; 4 i t t 2004 PRICES FOR THE i HOURLY MEDICAL AND DENTAL INSURANCE i E i MEDICAL ONLY DENTAL ONLY Employee Only $4.31 Employee Only $1.64 i Employee plus 1 $20.78 Employee plus 1 $4.53 (either spouse or child) (either spouse or child) j Family $32.78 Family $6.85 4 EDICAL AND DENTAL, Employee Only $5.95 I Employee plus 1 $25.31 (either spouse or child) Family $39.63 ti I i ; I II 1 i i L . HOLIDAYS AND PAY RATES Effective January 1,2002 the company will observe the following paid holidays: New Year President's Day Good Friday Memorial Day " Independence Day ( Labor Day Thanksgiving Christmas Holiday pay will be 8 hours at the regular earnings rate in effect during the week in which the Holiday occurs. An associate who works on any of the above eight holidays will receive regular pay of eight hours for the holiday plus the hours worked on that day. Due to nature of our business it may be required to work holidays.If an associate works the day before and the day after the holiday but does not work the schedule holiday they will not be paid for the holiday. YOUR FIRST 60 DAYS The company operates with an"AT WILL"at all times as stated at the front of this manual. During your fust sixty-(60)days,you will have the opportunity to become familiar with the company and your job. At the end of this period your supervisor will evaluate your progress with you. Based on this evaluation you-will be eligible for a pay increase of no more than$0.45 per hour. HOURLY ASSOCIATE RAISE POLICY 2-MONTH TRAINING INCREASE It is company policy that a new hourly(production,warehouse and maintenance)associate will receive up to a$0.45 increase in their base wage after completing the training period. This raise will be effective the Sunday following the 2-month training period. This raise will be granted upon completing a training and orientation sheet. A completed training sheet and orientation sheet must accompany each raise as to what has been accomplished. All exceptions to this policy must be in writing and must be signed by both operating partners. ANNUAL MERIT INCREASES The primary means of rewarding increase in profit and cash flow with our associates is through our discretionary bonus,which is defined elsewhere in our company policies. As the company's profit grows and the longer your time within the company,the more you will participate in the payout. An annual increase of up to$0.50 shall be paid to hourly associates based upon the annual evaluation. This annual merit increases shall be due on the first Monday after the annual anniversary date of the associate. These merit increases shall be based on merit as determined by performance. The associates must receive their review from their supervisor,in writing and on the approved form. The associate should sign it and is encouraged to provide comments on the company then and at any time. Revised 02/11!2004 5 M y q DE m>m ;SAmc 5- mDmO-cn�� 5 O RdaO�E vOFm�° muE�DWmmm mis c >oExxo ._,.`.mznamo m!' L Ex 7mm -'m Ex �a n o 0 : x nrn� c Em C; o cI!Ac Z neon ¢a 'D m E $Im = a m m D m`O O F m u 9 C. n u g C 8 00 O DS z S z- Om O Z z rJ' 7V C m VnH umi~ rC m D N c C o 0 0 g m o E � = �+ g n. o $ mo fXAX C M N H N r m +aJE gEE o "N dad ¢oro¢g$ neoo Nn c° +nN q rr z e3 z NnNo olio 2 6 O riluw�w � � + ELa . O DVdN N G. ++ c m aDo + CL EpE,Euo8DCYua`m �tiEEcox D oce-m 'MNoE`mpmp .0.WS O V V r Z C d a ++ ,m a 00 10 n EN J e J _ C ¢c E ¢¢D¢O a ¢ ¢ N N W¢ w n N m w m O N 0 +q n O zze12Nz8 8z.miZ��Yrz f'MM w•` MMmM 51 S', w i a" n N E D mnn .Dn rmmm H�:S pE O C C D h o m O R m t U c m u a .. 4J a MILL]3 N N N N »»»» LL D C 4J -00I G caY ? U �e Ea° =0 3 i2 n n oca ^ Fg t. ioz am n 9-f n i° o.. 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W coo mmd �LoDoB» mz �.;WE I �cc�-y3( >�»x cc %��+� sans G� O W O c>`m O o�i x•w C O 7 O z C ri K V m`2 r f n'S O O O O f m m O O O O n O O-- J nnnnz ou�G Fa FFn nFn nnn Fn S 6 LL O S W m V J L IL 3 W W W W'E 6 V IL m W IL z W W W "AT WILL"EMPLOYMENT "AT WILL" EMPLOYMENT:This means that an associate may terminate hi&%er employment at any time,at the sole will of the associate,and the Company may terminate the associate at any time,with or without notice,and with or without cause at the sole will of the Company. The Company's"at will"policy may not be changed as to any associate unless such is in writing and signed by the associate and both of the Operating Partners of the Company. Any representation,written or verbal,to the contrary is unauthorized and shall be considered null and void and without legal effect _ EQUAL OPPORTUNITY EMPLOYER It is the policy of OBIM Fresh-cut Fruit Co.to ensure that all associates are treated fairly and according to all applicable laws. All emplgyment actions are made without regard to race, color,religion,national origin,sex,disability,citizenship,and including but not limited to recruitment,associate training,transfers,promotions,demotions,disciplinary'actions, terminations,and benefits. OBIM Fresh-cut Fruit Co.will attempt to make its facilities accessible to those who are disabled and to work with our associates on job modifications. VACATION Effective January 1,2002 full time associates are offered one week paid vacation after completion of one full year,two weeks vacation after completion of two full years. . All vacation hours accrue based upon the anniversary of the employment date. The days are credited to your account on the 1"day of the month following your anniversary date each year. The purpose of vacation hours is to allow you to be paid for 40 unworked hours after the first year and 80 hours after the second year. No vacation hours will be used if it puts an associate's paycheck over 40 hours per week or over authorized hours of work Likewise,vacation hours must be used in the year they are credited. Vacation hours not taken by the last day of the anniversary year will be lost. Vacations must be requested at least 2 weeks before their start date and will be based:on fust come first serve principles. An associate who has less than one full year of service,or who is discharged will not be eligible for payment of accrued vacation hours. Associates employed for at least one year,resigning with two weeks notice,and who work through the two week period are eligible for payment of accrued vacation hours. PAID HOLIDAYS Full-time associates will be eligible for holiday pay after their two-month training period. In order to qualify for Holiday pay one must work the holiday if scheduled to work and a full shift on the regularly scheduled workday prior to and following the Holiday. The only exception to this is extenuating circumstances pointed out in advance,requested in writing,and signed by all Operating Partners. Revised 02111!2004 4 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved As Amended on 1/4/2005 CONTINUED FROM A PREVIOUS WEEK DATE: Tuesday, December 21, 2004 LOG NAME: 17TAAGRMTOBIM REFERENCE NO.: C-20458 SUBJECT: Authorize Execution of a Tax Abatement Agreement with OBIM Holding Company, LLC and Related Findings of Fact by the City Council RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the attached Tax Abatement Agreement with OBIM Holding Company, LLC; and 2. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with OBIM Holding Company, LLC are true and correct. DISCUSSION: The real property subject to abatement in the attached Tax Abatement Agreement with OBIM Holding Company, LLC (OBIM) is located at 600 E. 9th Street just east of Downtown Fort Worth. The City Council designated this property as Tax Abatement Reinvestment Zone Number 51. This reinvestment zone is located in COUNCIL DISTRICT 9. Project: OBIM is considering redevelopment of this site into a fruit processing facility. The proposed project is comprised of land acquisition at $3,000,000, and estimated renovation costs of at least $600,000. OBIM is also planning to acquire at least $2,500,000 in new taxable personal property. Employment: OBIM will be required to maintain their existing 246 jobs and create at least 100 new full-time jobs in the first five years of the agreement; at least 60% of these positions must be committed to Central City residents and 90% of the positions to Fort Worth residents. After the fifth year of operation, OBIM will be required to maintain their existing 246 jobs and to have at least 150 new full-time jobs in the facility; at least 60% of the positions must be committed to Central City residents and at least 90% of the positions must be committed to Fort Worth residents. Utilization of Fort Worth Businesses: Regarding utilization of Fort Worth based businesses, OBIM has committed 80% of total construction spending to Fort Worth construction contractors and/or subcontractors. Additionally, the company has committed to make the greater of $800,000 or 80% of total annual supply and service expenditures with http://www.cfwnet.org/council_packet/Reports/mc_print.asp 9/8/2006 Page 2 of 2 Fort Worth companies. OBIM will be required to make annual supply and service expenditures of at least $1,000,000. Utilization of Fort Worth M/WBE Businesses: Regarding the utilization of Fort Worth Minority Business Enterprises (MBEs) and Fort Worth Women Business Enterprises (WBEs), OBIM has committed 20% of total construction spending to certified Fort Worth M/WBE construction contractors and/or subcontractors. Additionally, the company has committed to make the greater of$200,000 or 20% of total annual supply and service expenditures with certified Fort Worth M/WBE companies. ABATEMENT TERMS: OBIM will receive up to a 100% tax abatement on the incremental value of real and personal property for a ten year period. Because the City will continue to receive tax revenue attributable to the taxable appraised value of the property for the 2004 tax year. The maximum net average abatement over the term is 47%, which equates to approximately $268,150 annually if the maximum abatement is reached each year. The abatement incorporates OBIM's commitments for employment, construction expenditures and total annual supply and service spending. The abatement is structured as follows: Abatement Component Years 1 through 5 Years 6 through 10 Employment 50% 70% Real & Personal Property Improvements 30% 0% Annual Supply & Service Spending 30% 30% Total Possible Abatement 100% 100% Failure to meet the minimum employment commitments will result in the reduction of abatement percentage as follows: a) reduced by 2 percentage point for each person below the minimum total positions; b) reduced by 2 percentage points for each person below the Fort Worth resident commitment; and c) reduced by 4 percentage points for each person below the Central City resident commitment. Failure to meet the supply and service commitments will result in the reduction of the full 30% abatement. Attributable to those commitments to Fort Worth, MBE and WBE contractors shall cause the applicable component to be reduced to zero. Failure to meet the minimum real and personal property commitments shall be an event of default. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action does not require the expenditure of City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Dale Fisseler(Acting) (6266) Originating Department Head: Tom Higgins (6192) Robert Sturns (8634) Additional Information Contact: Peter Vaky (7601) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 9/8/2006