HomeMy WebLinkAboutContract 33840 CITY SECRETAHY
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; CENTREPORT PROPERTIES, INC.
("Centreport"), a Texas corporation acting by and through Daniel J. Bradley, its duly authorized
President; and CUNA MUTUAL INSURANCE SOCIETY ("CUNA"), a mutual insurance
company acting by and through Jeff Post, its duly authorized President and Chief Executive
Officer.
The City Council of the City of Fort Worth ("City Council") hereby finds and the City,
Centreport and CUNA hereby agree that the following statements are true and correct and
constitute the basis upon which the City, Centreport and CUNA 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"),
which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all
purposes.
B. The Policy contains appropriate guidelines and criteria governing tax abatement
agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code,
as amended (the "Code").
C. On May 23, 2006, the City Council adopted Ordinance No. 16959-05-2006 (the
"Ordinance") establishing Tax Abatement Reinvestment Zone No. 54, City of Fort Worth, Texas
(the"Zone").
D. Contingent on receipt of the tax abatement set forth herein, CUNA wishes to
establish a financial services office and call center in the City and, for such purpose, has leased
certain real property located entirely within the Zone and that is more particularly described in
Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes (the
"Land"). The Land is owned by Centerport Properties, Inc. ("Centreport"). A copy of the
material terms and conditions set forth in the lease that Centreport and CUNA have executed or
will execute is attached hereto as Exhibit "C". The actual lease document containing the terms
and conditions set forth in Exhibit "C" shall be referred to in this Agreement as the "Lease". For
purposes of this Agreement, "Lease" shall also be deemed to mean any lease of the Land entered
into between Centreport and CUNA under which CUNA is required to pay Centreport's real
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Tax Abatement Agreement between y N1U':ty L,��tu SiS(, �,t;V
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
property taxes on the Land, so long as CUNA's right to use the Land in accordance with this
Agreement and the CUNA Abatement(as defined in Recital F hereof) is not interrupted.
E. Centreport will construct or cause to be constructed, the Required Improvements, as
defined in Section 1.1 of this Agreement, on the Land for the use as and operation of a financial
services office and call center by CUNA(the"Project").
F. On June 13, 2006, the City Council approved execution of a tax abatement
agreement with CUNA under which the City has agreed to abate a certain percentage of (i)
CUNA's real property taxes on the Land based on its leasehold interest granted under the Lease
and (ii) CUNA's personal property taxes based on taxable tangible personal property owned by
CUNA and located on the Land, as more particularly described in such tax abatement agreement
(the "CUNA Abatement"). The CUNA Abatement, once executed, will be a public document on
file in the City Secretary's Office and will be incorporated herein by reference for all purposes.
G. Under the Lease, CUNA is required to pay Centreport's real property taxes on the
Land and any improvements thereon. In order for CUNA to realize the full tax abatement
necessary to provide incentive for CUNA to undertake the Project, which the City Council has
previously found to be consistent with the City's desire to encourage development of the Zone and
to generate economic development and increased employment opportunities in the City, CUNA
and Centreport have requested that the City grant Centreport an abatement on Centreport's real
property taxes on the Land and any improvements thereon that CUNA is required to pay under the
Lease and that are in addition to those real property taxes on the Land that are based on the
leasehold value of the Land and that are subject to abatement under the CUNA Abatement.
H. On May 10, 2006, Centreport submitted an application for tax abatement to the City
concerning the Project (the "Application"), attached hereto as Exhibit "D" and hereby made a
part of this Agreement for all purposes. Because the Project under this Agreement and the CUNA
Abatement are the same, the fee paid by CUNA as part of its application for the CUNA Abatement
satisfies the requirement for an application fee under the Policy with regard to Centreport's
Application.
I. The terms of this Agreement and the contemplated use of the Land and Required
Improvements by CUNA, satisfy the eligibility criteria of the Policy.
J. Written notice that the City intends to enter into this Agreement, along with a copy
of this Agreement, has been furnished in the manner prescribed by the Code to the presiding
officers of the governing bodies of each of the taxing units in which the Land is located.
NOW, THEREFORE, the City, Centreport and CUNA, for and in consideration of the
terms and conditions set forth herein, do hereby contract, covenant and agree as follows:
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Tax Abatement Agreement between
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1. CENTREPORT'S COVENANTS.
1.1. Real Property Improvements.
Subject to the terms of the Lease, Centreport shall cause to be constructed certain
improvements on the Land consisting of a financial services office and call center of(i)
approximately 108,000 square feet in size and (ii) having a minimum aggregate
Construction Cost upon completion of $10,000,000 (collectively, the "Required
Improvements") and CUNA shall cause at least $2,000,000 worth of taxable new tangible
personal property to be placed on the Land. The kind, number and location of the Required
Improvements are more particularly described in Exhibit "E", attached hereto and hereby
made a part of this Agreement for all purposes. Minor variations in the Required
Improvements from the description provided in the Application for Tax Abatement shall
not constitute an Event of Default, as defined in Section 4.1,provided that the conditions in
the first sentence of this Section 1.1 and the completion deadline set forth in Section 1.2 are
met. 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.
1.2. Completion Date of Required Improvements and Installation of Tangible
Personal Property.
The Required Improvements shall be deemed complete on the date as of which the
City has issued a final certificate of occupancy for all Required Improvements (the
"Completion Date"). Centreport covenants and agrees that the Completion Date shall
occur by December 31, 2007 and CUNA covenants and agrees that at least $2,000,000
worth of taxable new tangible personal property will be placed on the Land by December
31, 2007, unless delayed because of Force Majeure, in which case the December 31, 2007
date shall be extended by the number of days comprising the specific Force Majeure (the
"Completion Deadline"). For purposes of this Agreement, "Force Majeure" shall mean
an event beyond Centreport's or CUNA'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 (taking into account the City's then-current workload with respect to the
issuance of permits or the conducting of inspections), but shall not include construction
delays caused due to purely financial matters involving Centreport or CUNA, such as,
without limitation, delays in the obtaining of adequate financing.
1.3. Use of Land.
Centreport shall require CUNA to use the Land in accordance with the Lease,
which conforms to the use requirements of the Land set forth in the CUNA Abatement
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and is consistent with the general purposes of encouraging development or
redevelopment of the Zone.
2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS.
Provided that the Lease is in full force and effect at the time, the City will grant to
Centreport annual property tax abatements on the Land and any improvements thereon, excluding
any taxes due on the leasehold interest in the Land granted under the Lease, if any, for a period of
ten (10) years, as specifically provided in this Section 2 and subject to and in accordance with this
Agreement (the "Abatement"). The actual amount of the Abatement granted under this
Agreement shall be based upon the increase in value of the Land and any improvements thereon
over their respective values as of January 1, 2006, which is the year in which this Agreement was
entered into, and upon attainment by CUNA of certain employment, contracting and spending
benchmarks set forth in this Section 2.
2.1. Amount of Abatement.
Subject to Sections 2.2 and 4 of this Agreement, during each year of the Term, the
Abatement granted hereunder may range up to a maximum of seventy-five percent (75%)
of the increased value of the Land and any improvements thereon, and shall be calculated
as follows:
2.1.1. Abatement Based on Construction and Personal Property
Expenditures (10%).
Centreport shall receive a ten percent (10%) Abatement in each year of the
. Abatement Term, as defined in Section 2.5, if by the Completion Deadline (i) at
least $10,000,000 in Construction Costs are expended on the Required
Improvements and (ii) at least $2,000,000 in tangible personal property owned by
CUNA is located on the Land. If by the Completion Deadline less than
$10,000,000 in Construction Costs have been expended on the Required
Improvements or less than $2,000,000 in tangible personal property owned by
CUNA is located on the Land, not only will Centreport be ineligible to receive the
ten percent (10%) Abatement under this Section 2.1.1, but an Event of Default, as
defined and addressed in Section 4, shall also occur.
2.1.2. Abatement Based on Construction Spending with Fort Worth
Companies (10%).
Centreport shall receive a ten percent (10%) Abatement in each year of the
Abatement Term, as defined in Section 2.5, if by the Completion Deadline at least
(i) 25% of all Construction Costs for the Required Improvements, regardless of
the total amount of such Construction Costs, or (ii) $2,500,000 in Construction
Costs for the Required Improvements, whichever amount is greater, are spent
with Fort Worth Companies. For purposes of this Agreement, "Fort Worth
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City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group p, t':�•v'�'1,���u ��Z�a
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Company" means a business that has a principal office located within the
corporate limits of the City from which the service claimed is provided.
2.1.3. Abatement Based on Construction Spending with Fort Worth
Certified M/WBE Companies (10%)
Centreport shall receive a ten percent (10%) Abatement in each year of the
Abatement Term, as defined in Section 2.5, if by the Completion Deadline at least
(i) 25% of all Construction Costs for the Required Improvements, regardless of
the total amount of such Construction Costs, or (ii) $2,500,000 in Construction
Costs for the Required Improvements, whichever amount is greater, are spent
with Fort Worth Certified M/WBE Companies. For purposes of this Agreement,
"Fort Worth Certified M/WBE Company" means a business that (i) has
received certification as either a minority-owned or woman-owned business
enterprise by the North Texas Central Regional Certification Agency (NCTRCA)
or the Texas Department of Transportation, highway Division, and (ii) has a
principal office located within the corporate limits of the City from which the
service claimed is provided. Dollars spent with a Fort Worth Certified M/WBE
Company shall also count as dollars spent with a Fort Worth Company for
purposes of measuring compliance with the commitment set forth in Section
2.1.2.
2.1.4. Abatement Based on Overall Number of Full-time Jobs (50/6).
Centreport will be eligible to receive a percentage of the Abatement
available under this Agreement if CUNA meets the Base Employment
Commitment, as more specifically set forth in this Section 2.1.4. The "Base
Employment Commitment" is defined in Section 2.1.4.1 for purposes of the first
year of the Abatement Term and is defined in Section 2.1.4.2 for purposes of each
year thereafter.
2.1.4.1. First Year of Abatement Term.
Centreport shall receive a five percent (5%) Abatement in
the first year of the Abatement Term, as defined in Section 2.5, if in the
previous calendar year CUNA filled and provided at least 125 Full-time
Jobs on the Land. For purposes of this Agreement, a "Full-time Job"
means a job filled by one (1) individual for a period of not less than forty
(40)hours per week.
2.1.4.2. Subsequent Years of Abatement Term.
Centreport shall receive a five percent (5%) Abatement in a
given year of the Abatement Term, as defined in Section 2.5, other than
the first year of the Abatement Term, if in the previous calendar year
CUNA filled and provided at least 400 Full-time Jobs on the Land.
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Tax Abatement Agreement between I17, A o VCity of Fort Worth,Centreport Properties,Me.and CUNA Mutual Groupe J U "HIM,
2.1.5. Abatement Based on Number of Full-time Jobs with Fort Worth
Residents (Up to 20%).
Centreport will be eligible to receive a percentage of Abatement available
under this Agreement if CUNA meets the Fort Worth Employment Commitment,
as more specifically set forth in this Section 2.1.5. The "Fort Worth
Employment Commitment" is defined in Section 2.1.5.1 for purposes of the first
year of the Abatement Term and is defined in Section 2.1.5.2 for purposes of each
year thereafter. Determination of compliance with the Fort Worth Employment
Commitment shall be based on CUNA's employment data on August 1 of each
year during the Compliance Auditing Term, as defined in Section 2.5.
2.1.5.1. First Year of Abatement Term.
Centreport shall receive a twenty percent (20%) Abatement
in the first year of the Abatement Term, as defined in Section 2.5, if in the
previous calendar year at least (i) twenty-five percent (25%) of all Full-
time Jobs provided and filled on the Land by CUNA, regardless of the
total number of such Full-time Jobs, or (ii) 31 Full-time Jobs provided and
filled on the Land by CUNA, whichever number is greater, were held by
individuals residing at a location within the corporate limits of the City. If
CUNA fails to meet the Fort Worth Employment Commitment in that
year, and such failure is by less than twenty (20) Full-time Jobs, then
Centreport shall receive an Abatement in the following year equal to
twenty percent (20%) minus one percent (1%) for each Full-time Job by
which the Fort Worth Employment Commitment was not met. If CUNA
fails to meet the Fort Worth Employment Commitment in that year, and
such failure is by twenty (20) Full-time Jobs or more, then Centreport
shall not be eligible to receive any portion of the twenty percent (20%)
Abatement available under this Section 2.1.5.1.
2.1.5.2. Subsequent Years of Abatement Term.
Centreport shall receive a twenty percent (20%) Abatement
in a given year of the Abatement Term, as defined in Section 2.5, other
than the first year of the Abatement Term, if in the previous calendar year
at least (i) twenty-five percent (25%) of all Full-time Jobs provided and
filled on the Land by CUNA, regardless of the total number of such Full-
time Jobs, or (ii) 100 Full-time Jobs provided and filled on the Land by
CUNA, whichever number is greater, were held by individuals residing at
a location within the corporate limits of the City. If CUNA fails to meet
the Fort Worth Employment Commitment in a given year, and such failure
is by less than twenty (20) Full-time Jobs, then Centreport shall receive an
Abatement in the following year equal to twenty percent (20%) minus one
percent (1%) for each Full-time Job by which the Fort Worth Employment
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Tax Abatement Agreement between (An
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group C IT�� 6�p
Commitment was not met. If CUNA fails to meet the Fort Worth
Employment Commitment in a given year, and such failure is by twenty
(20) Full-time Jobs or more, then Centreport shall not be eligible to
receive any portion of the twenty percent (20%) Abatement available
under this Section 2.1.5.2.
2.1.6. Abatement Based on Number of Full-time Jobs with Central City
Residents (Up to 10%).
Centreport will be eligible to receive a percentage of Abatement available
under this Agreement if CUNA meets the Central City Employment
Commitment, as more specifically set forth in this Section 2.1.6. The "Central
City Employment Commitment" is defined in Section 2.1.6.1 for purposes of
the first year of the Abatement Term and is defined in Section 2.1.6.2 for
purposes of each year thereafter. Determination of compliance with the Central
City Employment Commitment shall be based on CUNA's employment data on
August 1 of each year during the Compliance Auditing Term, as defined in
Section 2.5.
2.1.6.1. First Year of Abatement Term.
Centreport shall receive a ten percent (10%) Abatement in
the first year of the Abatement Term, as defined in Section 2.5, if in the
previous calendar year at least (i) ten percent (10%) of all Full-time Jobs
provided and filled on the Land by CUNA, regardless of the total number
of such Full-time Jobs, or (ii) 12 Full-time Jobs provided and filled on the
Land by CUNA, whichever number is greater, were held by individuals
residing at a location within the Central City, as defined in Exhibit"A". If
CUNA fails to meet the Central City Employment Commitment in that
year, and such failure is by less than ten (10) Full-time Jobs, then
Centreport shall receive an Abatement in the following year equal to ten
percent (10%) minus one percent (1%) for each Full-time Job by which
the Central City Employment Commitment was not met. If CUNA fails to
meet the Central City Employment Commitment in that year, and such
failure is by ten (10) Full-time Jobs or more, then Centreport shall not be
eligible to receive any portion of the ten percent (10%) Abatement
available under this Section 2.1.6.1.
2.1.6.2. Subsequent Years of Abatement Term.
Centreport shall receive a ten percent (10%) Abatement in
a given year of the Abatement Term, as defined in Section 2.5, other than
the first year of the Abatement Term, if in the previous calendar year at
least (i) ten percent (10%) of all Full-time Jobs provided and filled on the
Land by CUNA, regardless of the total number of such Full-time Jobs, or
(ii) 40 Full-time Jobs provided and filled on the Land by CUNA,
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Tax Abatement Agreement between
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whichever number is greater, were held by individuals residing at a
location within the Central City, as defined in Exhibit "A". If CUNA fails
to meet the Central City Employment Commitment in a given year, and
such failure is by less than twenty (20) Full-time Jobs, then Centreport
shall receive an Abatement in the following year equal to twenty percent
(20%) minus one percent (1%) for each Full-time Job by which the
Central City Employment Commitment was not met. If CUNA fails to
meet the Central City Employment Commitment in a given year, and such
failure is by twenty (20) Full-time Jobs or more, then Centreport shall not
be eligible to receive any portion of the ten percent (10%) Abatement
available under this Section 2.1.6.2.
2.1.7. Abatement Based on Supply and Service Expenditures with Fort
Worth Companies (5%).
Centreport shall receive a five percent (5%) Abatement if during the
previous calendar year (i) CUNA expended at least $300,000 in local
discretionary funds for supplies and services directly in connection with CUNA's
operation of the Required Improvements ("Supply and Service Expenditures")
and (ii) the greater of at least (a) twenty-five percent (25%) of all Supply and
Service Expenditures, regardless of the total amount of such Supply and Service
Expenditures were made with Fort Worth Companies, or (b) $75,000 in Supply
and Service Expenditures were made with Fort Worth Companies.
2.1.8. Abatement Based on Supply and Service Expenditures with Fort
Worth M/WBE Companies (5%).
Centreport shall receive a five percent (5%) Abatement if during the
previous calendar year (i) CUNA spent at least $300,000 in Supply and Service
Expenditures and (ii) the greater of at least (a) fifteen percent (15%) of all such
Supply and Service Expenditures, regardless of the total amount of such Supply
and Service Expenditures, were made with Fort Worth Certified M/WBE
Companies, or (b) $45,000 in Supply and Service Expenditures were made with
Fort Worth Certified M/WBE Companies.
2.2. Effect of Failure to Meet Section Certain 2.1 Commitments.
Subject to Section 2.1.1, the failure to meet any or all of the numerical
commitments or percentages, as the case may be, for Construction Cost expenditures,
employment commitments, and Supply and Service Expenditures, as set forth in Sections
2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7 and 2.1.8, shall result only in the failure to earn an a
percentage of Abatement that would otherwise have been available hereunder, and shall not
constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the
cure periods and remedies set forth in Section 4.
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Tax Abatement Agreement between
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2.3. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this
Agreement, Centreport's Abatement in any given year of the Abatement Term shall be
based on the increase in the real property value of the Land and any improvements
thereon since January 1, 2006, up to a maximum of seventy-five percent (75%) of
$15,000,000. In other words, in any year in which the value of the Land and any
improvements thereon exceeds (i) the value of the Land and any improvements thereon
as of January 1, 2006 plus (ii) $15,000,000, the Abatement for that tax year shall be
capped and calculated as if the increase in the value of the Land and any improvements
thereon since January 1, 2006 had only been $15,000,000. For example, and as an
example only, if the value of the Land and any improvements thereon in the sixth year of
the Compliance Auditing Term is $17,000,000 over the value of the Land and any
improvements thereon as of January 1, 2006, Centreport would receive a maximum
Abatement of seventy-five percent (75%) of $15,000,000 in the sixth year of the
Abatement Term.
2.4. Protests Over Appraisals or Assessments.
Centreport 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.
2.5. Terms.
This Agreement shall take effect on the date as of which both the City and
Centreport have executed this Agreement and, unless terminated earlier in accordance with
its terms and conditions, shall expire simultaneously upon expiration of the Abatement
Term, as defined below (the "Term"). The percentage of overall Abatement available to
Centreport in any given year will be based in part on CUNA's compliance with certain
annual commitments pertaining to employment and Supply and Service Expenditures, as
set forth in Sections 2.1.4, 2.1.5, 2.1.6, 2.1.7 and 2.1.8. The term during which the City
will audit CUNA's compliance with such commitments shall commence in the calendar
year following the year in which the Completion Date occurs (the "Compliance Auditing
Term"). The term during which Centreport 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 second full tax
year following the calendar year in which the Completion Date occurs. For example, if the
Completion Date occurs in 2007, the Compliance Auditing Term will commence on
January 1, 2008 and the Abatement Term will commence on January 1, 2009, meaning that
the first Abatement granted hereunder would be for the 2009 tax year and the last
Abatement would be for the 2018 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
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tenth (10th) anniversaries. Nevertheless, information for the last year of the Compliance
Auditing Term shall be submitted as indicated in Section 3.3.
2.6. Abatement Application Fee.
The City acknowledges receipt from CUNA of the required Application fee of one
percent (1%) of Project's estimated cost, not to exceed $15,000. If construction of the
Required Improvements has diligently been undertaken on the Land within one (1) year
from the date of the Application, this Application fee shall be creditable in full to the
benefit of both Centreport and CUNA against any permit, impact, inspection or other
lawful fee required by the City in connection with the Project, and any remaining amounts
shall be refunded to CUNA.
2.7. Coordination with CUNA Abatement.
It is the intention of the parties that the Abatement granted hereunder plus the
CUNA Abatement shall equal the value of the abatement that would be available to CUNA
if CUNA were the owner of both the Land and the Required Improvements. Any reference
in this Section 2 to the value of the Land and any improvements thereon or any similar
reference shall include the value of the Required Improvements and shall exclude the value
of CUNA's leasehold interest as determined by the appraisal district that has jurisdiction
over the Land. In recognition that, under the terms of the Lease, Centreport will construct
or cause to be constructed at its initial expense the Required Improvements for use and
occupancy by CUNA, and that the rent under the Lease is calculated such that CUNA will
pay for the costs of construction (as well as other costs) over the term of the Lease, the
parties agree that any provision in this Agreement or the CUNA Abatement by which either
Centreport or CUNA covenants to perform or cause to be performed, or to require the other
to perform or cause to be performed, a particular act or to comply with a particular
condition shall be deemed to be satisfied so long as the particular act is performed and the
particular condition is met, regardless of whether it is Centreport or CUNA who actually
performs or causes to be performed the act or who actually complies or causes compliance
with the condition.
3. RECORDS,AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Property and the Lease.
At any time during normal office hours throughout the Term and the year following
the Term and following reasonable notice to Centreport, the City shall have and Centreport
and CUNA shall provide access to the Land and any improvements thereon, including the
Required Improvements, in order for the City to inspect the Land and evaluate the Required
Improvements to ensure compliance with the terms and conditions of this Agreement.
Centreport and CUNA shall cooperate fully with the City during any such inspection and/or
evaluation. Notwithstanding the foregoing, CUNA shall have the right to require that any
representative of the City be escorted by CUNA's security personnel while on the Land. In
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addition, upon request of the City at any time during the Term and the year following the
Term and following reasonable notice, Centreport or CUNA, as the case may be, will make
available a copy of the Lease in effect at the time for review by the City to ensure
compliance under this Agreement by both CUNA and Centreport.
3.2. Audits.
The City shall have the right to audit the financial and business records of
Centreport that relate to the Lease, the construction of the Required Improvements and
the terms and conditions set forth in Section 2.1.1 of this Agreement (collectively, the
"Records") at any time during the Compliance Auditing Term in order to determine
compliance with this Agreement and to calculate the correct percentage of Abatement
available to Centreport, (i) with the understanding that at such time as the City makes a
decision and ruling as to whether Centreport is entitled to the ten percent (10%)
Abatement available pursuant to Section 2.1.1, the ten percent (10%) Abatement
available pursuant to Section 2.1.2, and the ten percent (10%) Abatement pursuant to
Section 2.1.3, Centreport will not be required to provide any additional information or
documentation with respect to such Abatement, and (ii) with the additional understanding
that if CUNA fails to provide the City with information and documentation necessary for
the City to determine CUNA's compliance with the annual commitments pertaining to
employment and Supply and Service Expenditures, as set forth in Sections 2.1.4, 2.1.5,
2.1.6, 2.1.7 and 2.1.8, as more specifically set forth in the CUNA Abatement, the
percentage of Abatement available to Centreport hereunder may be reduced in
accordance with this Agreement. Centreport shall make all Records available to the City
on the Land or at another location in the City following reasonable advance notice by the
City and shall otherwise cooperate fully with the City during any audit.
3.3. Reports and Filings.
3.3.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within ninety (90) calendar days following execution of this Agreement,
Centreport and CUNA will file a plan with the City as to how the commitments for
the use of Fort Worth Certified M/WBE Companies outlined in this Agreement will
be attained. Centreport and CUNA agree 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 Centreport and CUNA in meeting their
commitments for construction spending with Fort Worth Certified M/WBE
Companies, Centreport and CUNA will provide the City with monthly reports in a
form reasonably acceptable to the City that specifically outlines the then-current
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City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
i r
aggregate Construction Costs expended by and on behalf of Centreport and CUNA
with Fort Worth Certified M/WBE Companies for construction of the Required
Improvements.
3.3.3. Construction Spending Report.
Within ninety (90) calendar days following the Completion Date,
Centreport and CUNA 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 Centreport and CUNA, respectively, for construction of the
Required Improvements, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid by Centreport or
CUNA, as the case may be, including, without limitation, final lien waivers signed
by the respective general contractor. This report shall also include actual
Construction Costs expended by and on behalf of Centreport and CUNA for
construction of the Required Improvements with Fort Worth Companies and Fort
Worth Certified M/WBE Companies, together with supporting invoices and other
documents necessary to demonstrate that such amounts were actually paid by or on
behalf of Centreport and CUNA to such contractors.
3.3.4. General.
Centreport shall supply any additional information requested by the City
that is pertinent to the city's evaluation of Centreport's compliance with each of
the terms and conditions of this Agreement. Failure to provide all information
required by this Section 3.3 shall constitute an Event of Default, as defined and
more specifically outlined 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 following the end of each year during the Compliance
Auditing Term, the City shall make a decision and rule on the actual annual percentage of
Abatement available to Centreport for the following year of the Term based on the City's
review of the reports provided pursuant to Section 3.3, the City's audit of the Records, any
records of CUNA reviewed and/or audited pursuant to the CUNA Abatement, and any
inspections of the Land and/or the Required Improvements, and shall notify Centreport in
writing of such decision and ruling. If Centreport reasonably disagrees with the City's
decision and ruling, Centreport shall notify the City in writing within fourteen(14) calendar
days of receipt. In this event, Centreport, at Centreport'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
Centreport's notice to the City, and if any discrepancies are found, the City, Centreport 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 Centreport's
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7�0 •v
representatives will be given an opportunity to comment. The ruling and determination by
the City Council shall be final.
Notwithstanding the foregoing, if the City makes a decision and ruling that the ten
percent (10%)Abatement is available pursuant to Section 2.1.1, Centreport shall be entitled
to the benefits of such ten percent (10%) Abatement each year of the Term without the
necessity of providing any additional information and documentation or obtaining any
additional decision or ruling from the City.
4. EVENTS OF DEFAULT.
4.1. Defined.
A default shall exist under this Agreement if(i) any of the covenants set forth in
any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; or (ii) the
Lease expires or is terminated for any reason; or (iii) the Lease is amended, or Centreport
and CUNA otherwise agree, so that CUNA is not or will not be required to pay
Centreport's real property taxes on the Land; or (iv) the CUNA Abatement is terminated
for any reason; or (v) ad valorem real property taxes, excluding any taxes due on CUNA's
leasehold interest in the Land, become delinquent and Centreport 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 (vi) subject to Section 2.3, Centreport
breaches any of the other terms or conditions of this Agreement (collectively, each an
"Event of Default").
4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred,
the City shall provide a written notice to Centreport and CUNA that describes the nature of
the Event of Default. If the Event of Default is on due to a breach under Section 1.1 or
Section 1.2 of this Agreement or on account of the expiration or termination of the Lease or
the CUNA Abatement, or on account of an amendment of the Lease or other agreement
between Centreport and CUNA pursuant to which CUNA will not be required to pay
Centreport's real property taxes on the Land and any improvements thereon, the City will
have the right to terminate this Agreement immediately. For any other Event of Default,
Centreport shall have thirty (30) calendar days from the date of receipt of this written
notice to fully cure or have cured the Event of Default. The City agrees to accept cure of
any Event of Default from CUNA. If Centreport reasonably believes that Centreport will
require additional time to cure the Event of Default, Centreport shall promptly notify the
City in writing, in which case (i) after advising the City Council in an open meeting of
Centreport's efforts and intent to cure, Centreport shall have ninety(90) calendar days from
the original date of receipt of the written notice, to cure the Event of Default, or (ii) if
Centreport reasonably believes that Centreport will require more than ninety (90) days to
cure the Event of Default, after advising the City Council in an open meeting of
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Tax Abatement Agreement between
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
Centreport's efforts and intent to cure, such additional time, if any, as may be offered by
the City Council in its sole discretion.
4.3. Termination for Event of Default and Payment of-Liquidated Damages.
If an Event of Default has not been cured within the time frame specifically allowed
under Section 4.2, the City shall have the right to terminate this Agreement immediately
upon provision of written notice to Centreport. Centreport and CUNA 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 Centreport and CUNA agree 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, whether caused by
Centreport or by CUNA, or by both, CUNA, on behalf of Centreport and on its own behalf,
hereby agrees to 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,
Centreport and CUNA agree that this amount is a reasonable approximation of actual
damages that the City will incur as a result of an uncured Event of Default and that this
Section 4.3 is intended to provide the City with compensation for actual damages and is not
a penalty. At the City's election and without limiting any of the City's rights and remedies,
this amount may be recovered by the City through any lawful tax assessments made to any
taxable real or tangible personal property owned by CUNA and subject to ad valorem
taxation by the City. 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, CUNA 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). In no event shall Centreport be responsible for any
damages, penalties or interest in connection with any default under this Agreement. If this
Agreement is terminated on account of a failure to complete or to cause to be completed
the Required Improvements in accordance with Sections 1.1 and/or 1.2 of this Agreement,
no liquidated damages will be owed to the City because taxes will not yet have been abated
hereunder.
4.4. Termination at Will.
If the City, Centreport and CUNA 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, Centreport and CUNA may
terminate this Agreement in a written format that is signed by both parties. In this event, (i)
if the Term has commenced, the Term shall expire as of the effective date of the
termination of this Agreement; (ii) there shall be no recapture of any taxes previously
abated; and(iii)neither party shall have any further rights or obligations hereunder.
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Tax Abatement Agreement between
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
D
5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS.
So long as the Lease remains in effect, Centreport may assign this Agreement to
subsequent owners of the Land. Except as set forth in the foregoing sentence, the Abatement
granted hereunder shall vest only in Centreport and cannot be assigned to another party 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 Centreport under this Agreement. Centreport 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 Centreport. CUNA may assign this Agreement to any party to whom CUNA has lawfully
assigned the CUNA Abatement.
6. NOTICES.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, or by hand delivery:
City: Centreport:
City of Fort Worth Centreport Properties, Inc.
Attn: City Manager c/o Koll Development Company
1000 Throckmorton Attn: William G. Guthrey
Fort Worth, TX 76102 8115 Preston Road, Suite 700
Dallas, TX 75225
with copies to: with a copy to:
the City Attorney and Centreport Properties, Inc.
Economic/Community Development c/o AEW Capital Management, L.P.
Director at the same address Attn: Jim Young
World Trade Center East
Two Seaport Lane
Boston, MA 02210-2021
Notices by the City to CUNA shall be sent in accordance with the provisions of the CUNA
Abatement.
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Tax Abatement Agreement between
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i
7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS;
ALL GRANTS SUBJECT TO APPROPRIATION.
This Agreement will be subject to all applicable federal, state and local laws, ordinances,
rules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
8. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of it governmental powers or immunities.
9. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
10. VENUE AND JURISDICTION.
If any action, whether or not real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States Court for the Northern District of Texas—Fort Worth Division.
This Agreement shall be construed in accordance with the laws of the State of Texas.
11. NO THIRD PARTY RIGHTS.
The provisions of this Agreement are solely for the benefit of the City, Centreport and
CUNA, and any assign or successor of Centreport that has satisfied the requirements of Section 5
of this Agreement, and are not intended to create any rights, contractual or otherwise, in any other
person or entity.
12. FORCE MAJEURE.
In addition to those instances where Force Majeure is addressed elsewhere in this
Agreement, it is expressly understood and agreed that if the performance by either party of any
obligation hereunder is delayed by reason of Force Majeure, the time period applicable to
performance of such obligation shall be extended for a period of time equal to the period of the
specific event of Force Majeure.
1 i C iOU 2
Pae 16
Tax Abatement Agreement between u u7 ;1 s
City of Fort Worth,Centreport Properties,Inc. and CUNA Mutual Group p.
13. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against either party, regardless of the actual drafter of this Agreement. In the event of any
conflict between the City's zoning ordinances, or other City ordinances and regulations, and this
Agreement, such ordinances or regulations shall control. In the event of any conflict between the
body of this Agreement and Exhibit"D", the body of this Agreement shall control.
14. BONDHOLDER RIGHTS.
The Required Improvements will not be financed by tax increment bonds. This Agreement
is subject to the rights of holders of outstanding bonds of the City.
15. CONFLICTS OF INTEREST.
Neither the Land nor any of the Required Improvements covered by this Agreement are
owned or leased by any member of the City Council, any member of the City Plan or Zoning
Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone.
16. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
17. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City, Centreport
and CUNA, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement. This Agreement shall not be amended unless
executed in writing by both parties and approved by the City Council.
18. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument.
Page 17 "VV t'9v�b
Tax Abatement Agreement between
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i
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
as of the later date below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGES]
Page 18
Tax Abatement Agreement between ��, � ✓g�U�
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group CITY T -��I�Pl l3 /I 1,
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: By:
Dale Fisseler" Peter Vaky
Assistant City Manager Assistant City Attorney
Date: % ' 'z 006 M& C: C-2150*' 6-L3—a4—
ATTEST:
B
City fecretary
Page 19 kj} iii(';rs�;t rENr
Tax Abatement Agreement between 61 LB
� a. n /r �
City of Fort Worth,Centreport Properties,Inc. and CUNA Mutual Group w�7IIY �,° /ARV
IR 'C J 011-P 1119 VEX.
CENTREPORT PROPERTIES,INC.,
a Texas corporation:
B y:
Name:
Title: Daniel,
ale
Pry Y
Date:
ATTEST:
By:
Page 20
Tax Abatement Agreement between
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
T
CUNA MUTUAL INSU SOCIETY:
By:
Jeff Post
President and Chief Executive Officer
Date: <^ % /h .ZD 6�C
It/ l
ATTEST:
By:
Page 21
Tax Abatement Agreement between
City of Fort Worth,Centreport Properties,Inc.and CUNA Mutual Group
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared B -Fissei;
Acting Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation
organized under the laws of the State of Texas, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act
of the CITY OF FORT WORTH,that he was duly authorized to perform the same by appropriate
resolution of the City Council of the City of Fort Worth and that he executed the same as the act of
the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
, 2006.
'3. SANCI
IC
Not ry Public in and for {" NOTA9Y PU81-
the State of TexasQ° ��''� TEXAS
Mar r A �� �a ?/ T£o Mit Comm.4xp.---1•+2009
Notary's Printed Name
STATE OF M
COUNTY OFSU,1kkd-'j
BEFORE ME, the undersigned authority, on this day personally appeared ti h
J,tnti4 of CENTREPORT PROPERTIES,
INC., known o me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that s/he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of CENTREPORT
PROPERTIES,INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE thisr�- day
of ` ulyn-2, , 2006.
Notary Public in and for
the State of
Notary's Printed Name
DIANE L. MARTIN
NOTARY PUBLIC
COMMONWEALTH OF MASSACHUSETTS
My Commission Expires Oct.18,2007
STATE OF ( §
COUNTY OF 'Da rl e-, §
BEFORE ME, the undersigned authority, on this day personally appeared Jeff Post,
President and Chief Executive Officer of CUNA MUTUAL INSURANCE SOCIETY, known to
me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to
me that s/he executed the same for the purposes and consideration therein expressed, in the
capacity therein stated and as the act and deed of CUNA MUTUAL INSURANCE SOCIETY.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day
of U .141 , 2006.
Notary Public in and for
the State of
Notary's Printed Name
EXHIBITS
"A"—Tax Abatement Policy
"B"—Map and Legal Description of the Land
"C"—Lease Term Sheet
"D"— Centreport's Tax Abatement Application
"E"—Depiction and Description of the Required Improvements
EXHIBIT "A"
TAX ABATEMENT POLICY
l
A Resolution
NO. 3363-06-2006
PROVIDING THAT THE CITY OF FORT WORTH ("CITY") ELECTS TO BE
ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT AUTHORIZED BY CHAPTER
31.2 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 2004;
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 15, 2006 through June
14, 2008, unless earlier amended or repealed by a vote of at least three-fourths (3/4) of
the members of the City Council.
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.
APPROVED
CITY COUNCIL
ADOPTED this 13"' day of June 2006.
JUN 13 Zoos
ATTEST:
City Secretary of the
City of Fort Worth,Texas
By: lcn
Marty He rix, City Secretary
City of Fort Worth
General Tax Abatement Policy
Effective June 15,2006 through June 14,2008
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 14,2008.
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 while producing a
positive economic impact to the tax.paving citizens of Fort Worth; and
• have a positive impact on Fort Worth Companies and Fort Worth Certified M/WBE
Companies;and
• promotes duality affordable housing and/or mixed income development.
1.3. General Exclusions and Limitations.
1.3.1. Lessees of Real Property.
A person or entity seeking tax abatement on real property that is leased from a
third party should be advised that,pursuant to state law,the City can only abate taxes on
the increased value of the taxable leasehold interest in the real property, if any, and the
increase in value of taxable improvements and tangible personal property located on the
real property and subject to the leasehold interest, if any. Before applying for a tax
abatement from the City, such persons or entities should seek professional and legal
guidance, and may wish to consult with the appraisal district having jurisdiction over
the property in question, as to whether their development projects will result in a
taxable leasehold interest in the property and, if so, the anticipated value of that
leasehold interest.
City of Port Worth General Tax Abatement Policy
Page 1 of 11
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 and expanded public services as NEZs.
Notwithstanding anything that may be interpreted to the contrary, this Policy does not
apply to property located in a NEZ. A person or entity seeking tax abatement on
property owned or leased in a NEZ should refer to the NEZ Policy.
1.3.3. Property Located in Tax Increment 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:
Abatement or Tax Abatement-A full or partial exemption from ad valorem taxes on eligible taxable
real and personal property located in a Reinvestment Zone for a specified period on the difference
between (i) the amount of increase in the appraised value (as reflected on the certified tax roll of the
appropriate county appraisal district) resulting from improvements begun after the execution of a
written Tax Abatement Agreement and (ii) the appraised value of such real estate prior to execution of
a written Tax Abatement Agreement (as reflected on the most recent certified tax roll of the
appropriate county appraisal district for the year prior to the date on which the Tax Abatement
Agreement was executed).
Abatement Benefit Term — The period of time specified in a Tax Abatement Agreement, but not to
exceed ten(10) years,that the recipient of a tax abatement may receive the Abatement.
Abatement Compliance Term --The period of time specified in a Tax Abatement Agreement during
which the recipient of a tax abatement must comply with the provisions and conditions of the Tax
City of Fort Worth General Tax Abatement Policy
Page 2ofli
Abatement Agreement and file an annual report with the City which outlines and documents the extent
of the recipient's compliance with such provisions and conditions.
Business Expansion Project — A project in the square footage of a facility or facilities currently
located in the City will be expanded.
Capital Investment - Only real property improvements such as, without limitation, new facilities and
structures, site improvements, facility expansion, and facility modernization. Capital Investment does
NOT include (i) land acquisition costs; (ii) any improvements existing on the property prior to
execution of a Tax Abatement Agreement; or (iii) personal property such as, without limitation,
machinery,equipment, supplies and inventory.
Central City—A geographic area within the City, defined by the City Council and shown in the map
of Exhibit"A"of this Policy.
Central City Resident— An individual whose principle place of residence is at a location within the
Central City.
Commercial/Industrial Development Project — A development project in which a facility or
facilities will be constructed or renovated on property that is or meets the requirements to be zoned for
commercial or industrial use pursuant to the City's Zoning Ordinance.
CDBG Eligible Area—Any census tract in which fifty-one percent (51%) or more of the residents in
that census tract have low to moderate incomes, as defined by the United States Department of
Housing and Urban Development.
Commitment - An agreed upon amount and/or percentage related to the utilization of Fort Worth
Companies and Fort Worth Certified M/WBE Companies for construction spending on a given project
or for Supply and Service Expenditures and related to the hiring of Fort Worth Residents and Central
City Residents.
Fort Worth Certified N11"E 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 enterprise (WBE) by the North Central
Texas 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 Advisory Committee (MWBEAC) — A committee appointed by the Fort Worth City
Council to review and make recommendations as to Commitments proposed by an applicant for Tax
City of Fort Worth General Tax Abatement Policy
Page 3 of I 1
Abatement if any such Commitments contain less than a 25% expenditure with Fort Worth Certified
M/WBE companies for construction spending and for Supply and Service Expenditures and to advise
the City as to the availability of Fort Worth Certified M/WBEs.
Reinvestment Zone — An area designated by the City as a tax abatement reinvestment zone in
accordance with Chapter 312 of the Texas Tax Code.
Residential Development Project — A development project in which a facility or facilities will be
constructed or renovated as multi-family living units on property that is or meets requirements to be
zoned for multi-family or mixed-use pursuant to the City's Zoning Ordinance.
Supply and Service Expenditures — Discretionary expenditures made as part of normal business
operations on the real property subject to tax abatement, such as, by way of example only, office
supplies,janitorial supplies and professional services.
Tax Abatement Agreement — A written Agreement that the recipient of a tax abatement must enter
into with the City and that outlines the specific terms and conditions pertaining to and governing the
tax abatement.
3. RESIDENTIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT.
To be eligible for tax abatement under this Policy, a Residential Development Project must meet
all of the criteria set forth in one of the following paragraphs:
3.1. (i) Be located in the Central City; and (ii) Satisfy the Capital Investment and
affordability criteria necessary for a Residential Development Project to be eligible for tax abatement
under the NEZ Policy; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy
(Standard Requirements for Residential Development Projects, Certain Commercial/ Industrial and
Mixed-Use Development Projects); or
3.2. (i) Be located in a CDBG Eligible Area; and(ii)Have a capital investment of at least$5
million; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard
Requirements for Residential Development Projects and Certain Commercial /Industrial and Mixed-
Use Development Projects);or
3.3. (i) Be located outside of the Central City;and(ii)Have a capital investment of at least$5
million; and (iii) Meet all of the Commitments set forth in Section 7 of this Policy (Standard
Requirements for Residential Development Projects and Certain Commercial/Industrial and Mixed-
Use Development Projects).
In addition, an applicant for a Residential Development Project tax abatement that includes, in
whole or in part, the renovation of one or more existing structures shall provide, as part of the
applicant's Tax Abatement Application, a detailed description and. the estimated costs of the
renovations contemplated.
4. COMMERCIALANDUSTRIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX
ABATEMENT.
City of Port Worth General Tax Abatement Policy
Page 4 of 11
To be eligible for tax abatement under this Policy, a Commercial/Industrial Development
Project must meet all of the criteria set forth in one of the following paragraphs:
4.1. (i) Have a minimum Capital Investment of$250,000; and (ii) Be located in the Central
City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the
Central City, or within a CDBG Eligible Area; and (iii) meet all of the Commitments of Section 7 of
this Policy (Standard Requirements For Residential Development Projects, Certain
Commercial/Industrial Development Projects, Mixed-Use Development Projects, And Business
Expansion Projects); or
4.2. (i) Have a minimum. Capital Investment of $10 million; and (ii) meet all of the
Commitments of Section 7 of this Policy (Standard Requirements For Residential Development
Projects, Certain Commercial/Industrial Development Projects, Mixed-Use Development Projects,
And Business Expansion Projects); or
4.3. (i) Have a minimum Capital Investment of $100 million; and (ii) satisfy additional
requirements that may be set forth by the City on a project-specific basis.
In addition, an applicant for tax abatement on a Commercial/Industrial Development Project
that includes, in whole or in part, the renovation of one or more existing structures shall provide, as
part of the applicant's Tax Abatement Application,a detailed description and the estimated costs of the
renovations contemplated.
5. MIXED-USE DEVELOPMENT PROJECTS ELIGIBLE FOR TAX ABATEMENT.
To be eligible for tax abatement under this Policy, a Mixed-Use Development Project must
meet all of the criteria set forth in one of the following paragraphs:
5.1. (i) Have a minimum Capital Investment of$250,000; and (ii) Be located in the Central
City or on property immediately adjacent to the major thoroughfares which serve as boundaries to the
Central City, or within CDBG Eligible Area; and(iii)meet all of the Commitments of Section 7 of this
Policy (Standard Requirements For Residential Development Projects, Certain Commercial/Industrial
Development Projects,Mixed-Use Development Projects, And Business Expansion.Projects); or
5.2. (i) Have a minimum Capital Investment of $10 million; and (ii) meet all of the
Commitments of Section 7 of this Policy (Standard Requirements For Residential Development
Projects, Certain Commercial/Industrial Development Projects, Mixed-Use Development Projects,
And Business Expansion Projects);or
5.3. (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.
City of Fort Worth General Tax Abatement Policy
Page 5 of 11
6. BUSINESS EXPANSION PROJECTS FOR EXISTING FORT WORTH BUSINESSES
To be eligible for tax abatement under.this Policy, a Business Expansion Project must meet all
of the criteria set forth in on the following paragraphs:
6.1. (i) Be located in the Central City or a CDBG Eligible Area; and (ii) Have been in
business continuously for at least six months prior to the submission of an Application
to the City for Tax Abatement, and (iii) Have a total real and personal property
investment of at least $250,000; and (iv) Meet all of the Commitments set forth in
Section 7 of this Policy (Standard Requirements For Residential Development Projects,
Certain Commercial/Industrial Development Projects, .Mixed-Use Development
Projects, And Business Expansion Projects);or
6.2 (i)Be located outside of the Central City and CDBG Eligible Area and(ii)Have been in
business continuously for at least five years prior to the submission of an Application to
the City for Tax Abatement,and(iii) Have a total real and personal property investment
of at least $10 million(a minimum Capital Investment of$1 million) and(iv) Meet all
of the Commitments set forth in Section 7 of this Policy (Standard Requirements For
Residential Development Projects, Certain Commercial/Industrial Development
Projects, Mixed-Use Development Projects, And Business Expansion Projects)
improvements.
7. STANDARD REQUIREMENTS FOR RESIDENTIAL DEVELOPMENT PROJECTS,
CERTAIN COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECT MIXED-
USE DEVELOPMENT PROJECTS,AND BUSINESS EXPANSION PROJECTS.
To be eligible for property tax abatement, a Residential Development Project meeting the
requirements set forth in Sections 3.1, 3.2 or 3.3 of this Policy; a Commercial/Industrial Development
Project meeting the requirements set forth in Sections 4.1 and 4.2 of this Policy; a Mixed-Use
Development Project meeting the requirements set forth in Sections 5.1 and 5.2; and a Business
Expansion Project meeting the requirements set forth in Sections 6.1 or 6.2 shall meet all of the
following requirements:
7.1. Commit to provide full-time employment to a set number and/or a percentage of 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
7.2. 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
7.3. Commit to spend a set amount or percentage of total construction costs and annual
Supply and Service Expenses with Fort Worth Companies, which Commitment will be agreed upon
and set forth in the Tax Abatement Agreement;and
City of Fort Worth General Tax Abatement Policy
Page 6 of i i
7.4 Commit to spend a set amount or percentage of total construction costs and annual
Supply and Service Expenditures with Fort Worth Certified M/WBE Companies. Any Commitment
below 25% of the total construction costs and of the annual Supply and Service Expenses will require
an applicant for Abatement to meet with the City of Fort Worth's M/WBE Advisory Committee to
seek input and assistance prior to action by the City Council. The M/WBE Advisory Committee will
provide the City Council with a recommendation related to the utilization of Fort Worth Certified
M/WBEs. The M/WBE Advisory Committee's recommendation, if different from the Commitment
made by the applicant for Abatement, will be non-binding, but should be taken under advisement by
the City Council
7.5 All Commitments established pursuant to Sections 7.1 through 7.4 will be agreed upon
and set forth in the Tax Abatement Agreement and, if not met, will serve to reduce the value of
Abatement in accordance with the specific terms and conditions of the Tax Abatement Agreement; and
7.6. Commit to file a plan with the City (within six weeks of City Council approval of the
Tax Abatement Agreement) as to how the Commitments for use of Fort Worth Certified M/WBE
Companies will be attained and, in order to demonstrate compliance with that plan, (i) to file monthly
reports with the City and the Minority and Women Business Enterprise Advisory Committee
throughout the construction phase of any improvements required by the Tax Abatement Agreement
reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies, (ii) list the
name of a contact person that will have knowledge of the construction phase of the project, and (iii)
from the start of the First Compliance Auditing Year (as defined in Section 8) until expiration of the
Tax Abatement Agreement,to file quarterly reports with the City reflecting then-current expenditures
made with Fort Worth Certified M/WBE Companies.
The City Council may, in its sole discretion, require a Commercial/Industrial Development
Project meeting the criteria set- forth in Section 4.3 of this Policy and a Mixed-Use Development
Project meeting the criteria set forth in Section 5.3 of this Policy to satisfy some, all or none of the
requirements set forth in this Section 7.
8. TAX ABATEMENT CALCULATION.
All Tax Abatement Agreements shall require the recipient to construct or cause construction of
specific improvements on the real property that is subject to.the abatement. Failure to.construct these
specific improvements at the minimum Capital Investment expenditure and by the deadline established
in the Tax Abatement Agreement shall give the City the right to terminate the Tax Abatement
Agreement. The amount of a particular tax abatement shall be negotiated on a case-by-case basis and
specifically set forth in the Tax Abatement Agreement. The calculation of tax abatement for a
Commercial/Industrial Project that meets the requirements of Section 4.3 of this Policy or for a Mixed-
Use Development Project that meets the requirements of Section 5.3 of this Policy shall be negotiated
on a case-by-case basis and governed solely by the terms and conditions of the Tax Abatement
Agreement. The calculation of tax abatement for any other project shall be negotiated on a case-by-
case basis, but shall be governed directly in accordance with the degree to which the recipient.meets
the four (4) Commitments set forth in Sections 7.1, 7.2, 7.3 and 7.4 of this Policy, which will be
outlined in the Tax Abatement Agreement. A Tax Abatement Agreement may establish a base
abatement that is (i) reduced in accordance with the recipient's failure to meet one or more of such
Commitments or (ii) increased in accordance with the recipient's meeting and/or exceeding one or
more of such Commitments.
City of fort Worth General Tax Abatement Policy
Page 7 of I I
g. 1"ABATF
WENT LEMENTATION.
The term of a tax abatement shall be negotiated on a case-by-case basis and specified in the
Tax Abatement Agreement. The City will audit and determine the recipient's compliance with the
terms and conditions of the Tax Abatement Agreement for a full calendar year prior to the first year in
_ which the tax abatement is available (the "First Compliance Auditing Year"). The Compliance
Auditing Year shall either be the full calendar year in which a final certificate of occupancy is issued
for the improvements required by the Tax Abatement Agreement for the real property subject to
abatement or the following calendar year,as negotiated and set forth in the Tax Abatement Agreement.
The first tax abatement will be available to the recipient for the tax year following the Compliance
Auditing Year. In other words, the degree to which the recipient meets the Commitments set forth in
the Tax Abatement Agreement will determine the percentage of taxes abated for the following tax
year. The City will continue to audit and determine the recipient's compliance with the terms and
conditions of the Tax Abatement Agreement for each subsequent calendar year, which findings shall
govern the percentage of taxes abated for the following tax year, until expiration of the Tax Abatement
Agreement.
10. TAX ABATE MUNT APPLICATION PROCEDURES.
Each tax abatement application shall be processed in accordance with the following standards
and procedures:
10.1. Submission of Application.
If a given development project qualifies for tax abatement pursuant to the eligibility
criteria detailed in Section 4, Section 5, Section 6, or Section 7 of this Policy, as the case may
be, an applicant for tax abatement must complete and submit a City of fort Worth Tax
Abatement Application (with required attachments) (the "Application"). An Application can
be obtained from and should be submitted to the City's Economic and Community
Development Department. In order to be complete, the Application must include
documentation that there are no delinquent property taxes due for the property on which the
development project is to occur.
10.2. Application Fee.
Upon submission of the Application, an applicant must also pay an application fee. This
application fee shall be$15,000 ("Application Fee") of which $13,000 will be credited to any
permit, impact, inspection or other fee paid by the applicant and required by the City directly in
connection with the proposed project, as long as substantive construction on the project, as
determined by the City in its sole and reasonable discretion, has been undertaken on the
property specified in the application within one (1) year following the date of its submission.
The remaining $2,000 is non-refundable and will be utilized for City staff expenses associated
with processing the Application and fees associated with legal notice requirements.
10.3. Application Review and Evaluation.
The Economic and Community Development Department will review an Application
for accuracy and completeness. Once complete, the Economic and Community Development
Department will evaluate an Application based on the perceived merit and value of the project,
including, without limitation,the following criteria: J, 1(,1 I I' UU'��
" i , .a
City of Fort Worth General Tax Abatement Policy i�Uti c�5L � ��v:�
-n.n�j o,
Page 8 of 11 (f1�9 Va.
• Types and number of new jobs created, including respective wage rates, and employee
benefits packages such as health insurance, day care provisions, retirement packages,
transportation assistance, employer-sponsored training and education, and any other
benefits;
• Percentage of new jobs committed to Fort Worth Residents;
• Percentage of new jobs committed to Central City Residents;
• Percent of construction contracts committed to (i) Fort Worth Companies and (ii) Fort
Worth Certified M/WBE Companies;
• Percentage of Supply and Service Contract expenses committed to (i) Fort Worth
Companies and(ii)Fort Worth Certified M/WBE Companies;
• Financial viability of the project;
• The project's reasonably projected increase in the value of the tax base;
• Costs to the City(such as infrastructure participation,etc.);
• Remediation of an existing environmental problem on the real property;
• The gender, ethnic background and length of employment of each member of the
applicant's board of directors, governing body or upper management, as requested by
the City; and
• For residential projects, number or percentage of units reserved as affordable housing
for persons with incomes at or below eighty percent (80%) of median family income
based on family size (as established and defined by the United States Department of
Housing and.Urban Development)
• Other items that the City may determine to be relevant with respect to the project.
Based upon the outcome of the evaluation,the Economic and Community Development
Office will present the Application to the City Council's Central City Revitalization and
Economic Development Committee. In an extraordinary circumstance, the Economic and
Community Development Department may elect to present the Application to the full City
Council without initial input from the Central City Revitalization and Economic Development
Committee.
10.4. Consideration by Council Committee.
The City Council's Central City Revitalization and Economic Development Committee
will consider the Application in an open meeting or, if circumstances dictate and the law
allows, a closed meeting. The Committee may either (i) recommend approval of the
Application, in which case City staff will incorporate the terms of the Application into a Tax
Abatement Agreement for subsequent consideration by the full City Council with the Central
City of Fort Worth General Tax Abatement Policy
Page 9 of 1 I
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.
10.5. Consideration by the City Council.
A Tax Abatement Agreement will only be considered by the City Council if the
applicant has first executed the Tax Abatement Agreement. The City Council retains sole
authority to approve or deny any Tax Abatement Agreement and is under no obligation to
approve any Application or Tax Abatement Agreement.
11. GENERAL POLICIES AND REQUIREMENTS.
Notwithstanding anything that may be interpreted to the contrary herein, the following general
terms and conditions shall govern this Policy:
11.1. A tax abatement shall not be granted for any development project in which a building
permit application has been filed with the City's Development Department. In addition, the City will
not abate taxes on the value of real or personal property for any period of time prior to the year of
execution of a Tax Abatement Agreement with the City.
11.2. The applicant for a tax abatement must provide evidence to the City that demonstrates
that a tax abatement is necessary for the financial viability of the development project proposed.
11.3. In accordance with state law, the City will not abate taxes levied on inventory, supplies
or the existing tax base.
11.4. An applicant for tax abatement shall provide wage rates, employee benefit information
for all positions of employment to be located in any facility covered by the Application.
11.5. Unless otherwise specified in the Tax Abatement Agreement, the amount of real
property taxes to be abated in a given year shall not exceed one hundred fifty percent (150%) of the
amount of the minimum Capital Investment expenditure required by the Tax Abatement Agreement for
improvements to the real property subject to abatement multiplied by the City's tax rate in effect for
that same year, and the amount of personal 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.
11.6. The owner of real property for which a Tax Abatement has been granted shall properly
maintain the property to assure the long-term economic viability of the project. In addition, if a
citation or citations for City Code violations are issued against a project while a Tax Abatement
Agreement is in effect, the amount of the tax abatement benefit will be subject to reduction, as
provided in the Tax Abatement Agreement.
City of Port Worth General Tax Abatement Policy
Page 10 of 11
11.7. If the recipient of a tax abatement breaches any of the terms or conditions of the Tax
Abatement Agreement and fails to cure such breach in accordance with the Tax Abatement Agreement,
the City shall have the right to terminate the Tax Abatement Agreement. In this event, the recipient
will be required to pay the City any property taxes that were abated pursuant to the Tax Abatement
Agreement prior to its termination.
11.8. As part of the consideration under all Tax Abatement Agreements, the City shall have,
without limitation, the right to (i) review and verify the applicant's financial statements and records
related to the development project and the abatement in each year during the term of the Tax
Abatement Agreement prior to the granting of a tax abatement in any given year and (ii) conduct an
on-site inspection of the development project in each year during the term of the Tax Abatement to
verify compliance with the terms and conditions of the Tax Abatement Agreement. Any incidents of
non-compliance will be reported to all taxing units with jurisdiction over the real property subject to
abatement.
11.9. The recipient of a tax abatement may not sell, assign, transfer or otherwise convey its
rights under a Tax Abatement Agreement unless otherwise specified in the Tax Abatement Agreement.
A sale, assignment, lease, transfer or conveyance of the real property that is subject to the abatement
and which is not permitted by the Tax Abatement Agreement shall constitute a breach of the Tax
Abatement Agreement and may result in termination of the Tax Abatement Agreement and recapture
of any taxes abated after the date on which the breach occurred. For additional information about this
Tax Abatement Policy, contact the City of Fort Worth's Economic & Community Development
Department using the information below:
City of Fort Worth
Economic&Community Development Department
1000 Throckmorton Street
Fort Worth,Texas 76102
(817) 392-6103
http://foitworthgov.ox ecodev/
FORS'WORTH
City of Port Worth General Tax Abatement Policy
Page I I of I I
EXHIBIT "B"
DESCRIPTION OF THE LAND
Block 311,Area 3, Section 4 of the CentrePort Addition
EXHIBIT C
Lease Term Sheet
Landlord: Centreport Properties Inc.
c/o Koll Development
Tenant: CUNA Mutual Insurance Society
Building Size: 108,OOOsf, build-to-suit
Lease term: 12 years, plus renewal options
Commencement: March 1, 2007
Taxes: Operating expenses and all property taxes will be the responsibility
of the Tenant
Notwithstanding anything to the contrary herein, the City will have the right to review the
actual Lease in its entirety in accordance with Section 3.2 of the Agreement
EXHIBIT "D"
TAX ABATEMENT APPLICATION
�ORT
CR'ty of Fort Wc.Tth
Economic & Community Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-6103
4
Incentive Application
GAAERAL Pvro.RmAT1'oN
1. Applicant Information:
Company Name allAoeb
Company Address
City, State,Zip Code Op
Contact Person (include title/position): i le-
Telephone Number / ext.
Mobile Telephone Number r,�,jam► ' �'�, �
Fax Number f
E-mail address:
2. Project Site Information (if different from above):
Address/Location: 8 1 /y. r
3. Development requests that will besought for the project(check all that apply):
A. Replat:
B. Rezoning: Current zoning:Z4T Requested zoning:
C. Variances: If yes, please describe:
D. Downtown Design Review Board:
E. Landmark Commission:
Q. Incentive(s)Requested:'
5. Specify elements of project th t make it eligible for the requested incentive(s):
Al '4 ,0'm
Please see Incentive Policy for a list of incentives.
Page 2 of 7
6. Do you intend to pur;��Ybes
atement of:
County Taxes? ® No
7. What level of abatement w�you request: Years? Percentage?
�� � " IfN
.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 wilt be either for lease or for sale. Any incentives given by the City should
be considered only "gap"financing and should not be considered a substitute for debt and equity.
However, the City is under no obligation to provide gap financing just because a gap exists. In order
for a property owner/developer to be eligible to receive incentives and/or tax abatement for a Project, the
property owner/developer-
A. Must complete and submit this application and the application fee to the City;
B. Owner/developer or owner/developer's principals must not be delinquent in paying property
taxes for any property owned in Fort Worth;
C. Owner/developer or owner/developer's principals must not have ever been subject to the City
of Fort Worth's Building Standards Commission's Review;
D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens
filed against any other property owned by the applicant property owner/developer. "Liens"
includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and
paving liens.
For business expansion 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.
S. Type of Project: Residential /Commercial/Industrial Mixed-use
9. Will this be a relocati n? No Y If yes,where is the company currently
located?
10. Project Description
2 A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort
Worth. The business is in a growth mode seeking working capital,personal property or fixed asset financing.
Page 3 of 7
nCD092705
A. Please provide a brief descri tion of the ro'ect
___Zz9X.e
B. Real Estate Development
1. Current Assessed Valuation of: Land $ 40 Improvements: $
2. ew bevelopment Expansion(please circle one):
Size sq. ft. Cost of Construction $ —__421e�;4,�
3. For mixed-use projects, please list square footage for each use J
4._ Site Development(parking, fencing, landscaping,etc.);
Type of work to be done
Cost of Site Development$
C. Personal Property & Inventory /J.49
1. Personal Property:
® Cost of equipment, machinery, furnishing, etc:
® purchase or lease?
2. Inventory& Supplies:
a 'Value of: Inventory $ Supplies $
® .Percent of inventory eligible for Freeport exemption (inventory, exported from Texas
within 175 days)
Page 4 of 7
11. Employment and Job Creation:
A. During Construction
1. Anticipated date when construction will start?
2. How many construction jobs will be created?
3. What is the estimated payroll for these jobs?
B. From Develo Ment fig G
1. How many persons are currently employed?
2. What percent of current employees above are Fort Worth residents? %
3. What percent of current employees above are Central City residents? %
4. ,please complete the following table for new jobs to be created from direct hire by
applicant.
First Year ByFifthYearl ByTeithYear
Total Jobs to be Created
Less Transfers*
Net)obs
%of Net Jobs to be filled by
Fort Worth Residents
%of Net Jobs to be filled by
Central Ci Residents
If any employees will be transferring,please describe from where they will be transferring.
Please attach a description of the jobs to be created, tasks to be performed for each,wage rate for each
classification, and a brief description of the employee benefit package(s) offered including the portion
paid by employee and employer respectively. See question 14 for more information.
Please describe any ancillary (not direct hire by applicant)job creation that will occur as a result of
completing this project.
Page 5 of 7
ECDO92705
12.Local Commitments: ��°G 46
A. During Construction
1. What percent of the construction costs described in question 11 above will be committed to:
a Fort Worth businesses? %
® Fort Worth Certified Minority and Women Business Enterprises? %
B. For Annual Supply& Service Needs
Regarding discretionary supply and service expenses!(i.e. landscaping, office or manufacturing
supplies,janitorial services, etc.):
1. What is the annual amount of discretionary supply and service expenses?$
2. What percentage will be committed to Fort Worth businesses? %
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises?
&SCLOSURES
13. Is any person or firm receiving any form of compensation, commission or other monetary
benefit based on the level of incentive obtained by the applicant from the City of Fort
Worth? If yes, please explain and/or attach details.
14.Please provide the following information as attachments:
a) Attach a site plan of the project. V�9,ew,_vAevwo
b) Explain why incentives are necessary for the success of this project. Include a business
pro-forma or other documentation to substantiate your request.
c) 'Describe any environmental impacts associated with this project.
a Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a
national purchasing contract.
Page 6 of 7
ecoo9z7os
t
d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be
constructed as part of this project.
e) Describe any direct benefits to the City of Fort Worth as a result of this project.
f) Attach a legal description or surveyor's certified metes & bounds description.
g) Attach a copy of the most recent property tax statement from the appropriate appraisal
district for all parcels involved in the project.
h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks
to be performed for each, and wage rate for each classification.
i) Attach a brief description of the employee benefit package(s) offered (i.e. health
insurance, retirement, public transportation assistance, day care provisions, etc.)
including portion paid by employee and employer respectively.
j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies.
k) Attach a listing of the applicant's Board of Directors, if applicable.
1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all
Fort Worth properties owned by each.
On behalf of the applicant,X certify the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant,I have read the current
Incentive policy and all other pertinent City of Fort Worth policies and I agree to comply with the
guidelines and criteria stated therein.
PO Z4r0-4 14 - 1 ,10
Printed Name Title
Signature Date
Page 7 of 7
ECD092705
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EXHIBIT E
Depiction&Description of the Required Improvements
The building being contemplated is a single-story 108,000 SF, tilt-wall concrete
building of approximately 108,000 square feet. Parking will be accomplished on surface
lots. There are also anticipated screened enclosure(s) for generator(s) and cooling
tower(s).
The parking and landscape will comply with the Design Review Guidelines issued
by Centreport. The building design has not yet considered finishes, colors or architectural
expression, but the exterior subjective quality level of the building will be similar to other
single-story corporate facilities in the Ft Worth market.
As of the date of this agreement, the estimated construction cost of the building will
likely not exceed $165 per square foot.
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