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Home My WebLink AboutContract 29038 08-28-03,. ' CITYSECRET r,- - P01 . 07 I N r- )5 IN CONTRACT No HOC STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT (Phases II and III) 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 Reid Rector, its duly authorized Assistant City Manager, and COCA-COLA ENTERPRISES INC. ("Owner"), a Delaware corporation acting by and through E. Liston Bishop III, its duly authorized Vice President, Secretary and Deputy General Counsel. The City Council of the City of Fort Worth("City Council")hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. On February 26, 2002, the City Council adopted Resolution No. 2811, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy Statement"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes. B. The Policy Statement contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). C. On August 12, 2003, the City Council adopted Ordinance No. 6 6 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 44, City of Fort Worth, Texas (the"Zone"). D. Owner owns 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"). E. Owner has agreed to construct an expansion to an existing soft drink manufacturing and distribution facility of at least 100,000 square feet in size (the "Improvements"). Upon completion of the expanded portion of the Improvements, Owner intends to cause at least$300,000 worth of taxable new tangible property to be placed on the Land identified in Exhibit "B" as the "Phase I Property". Exhibit"E"is attached hereto and hereby made a part of this Agreement for all purposes. The construction of the expanded portion of the Improvements and the location of the Phase I Property on the Land shall collectively be referred to hereinafter as "Phase I". The City has entered into a separate Tax Abatement Agreement with resl e0t „P f, o�bh t Page 1 rvJ�b� �5t:I�SIS /1G°? Tax Abatement Agreement(Phase I All between City of Fort Worth and Coca-Cola Enterprises,Inc. i Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. (the"Phase I Abatement Agreement"). F. In addition to Phase I, Owner plans to cause additional taxable new tangible property to be located on the land subsequent to completion Phase I. That additional taxable new tangible property is identified in Exhibit "E" shall be referred to hereinafter as the "Phase H Property" and the"Phase III Property",respectively. G. On April 24, 2003 Owner submitted an application for tax abatement to the City with regard the Phase II Property and the Phase III Property (the "Application"), attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes. The Application also requested tax abatement with regard to Phase I. H. The contemplated use of the Land and the terms and conditions of this Agreement, taken together with the terms and conditions of the Phase I Abatement Agreement, are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and are in compliance with the Policy Statement, the Ordinance and other applicable laws, ordinances,rules and regulations. I. The installation of the Phase II Property and the Phase III Property is directly related to, and would not occur but for, the construction of the Improvements of Phase I. The tax abatement provided for the Phase II Property and the Phase III Property hereunder is addressed in this separate Agreement rather than under the cover of the Phase I Abatement Agreement solely for the sake of clarity and convenience. The City Council hereby finds that Phase I and the installation of the Phase II Property and the Phase III Property all constitute one facility expansion development project. As such, the terms of this Agreement satisfy the eligibility criteria of the Policy Statement for commercial/industrial development projects. J. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Land is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. I.I. Real Property Improvements. Owner shall construct, or cause to be constructed, the Required Improvements, as defined in and in accordance with Section 1.1 of the Phase I Abatement Agreement. Page 2 Tax Abatement Agreement(Phase IVIII)between City of Fort Worth and Coca-Cola Enterprises,Inc. 1.2. Completion Date of Installation of Tangible Personal Property. Owner covenants and agrees that (i) Phase II Property with a purchase price by Owner of at least $7,000,000 OR (ii) Phase III Property with a purchase price by Owner of at least $10,000,000 will be fully in place on the Land, by November 1, 2007, unless delayed because of Force Majeure, in which case that date shall be extended by the number of days comprising the specific Force Majeure. For purposes of this Agreement, "Force Majeure" shall mean an event beyond Owner's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots, and material or labor restrictions, but shall not include delays caused due to purely financial matters involving Owner, such as,without limitation,delays in the obtaining of adequate financing. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. The City will grant to Owner annual property tax abatements on the Phase II Property and the Phase III Property that is located on the Land for a period of ten (10) years, as specifically provided in this Section 2 and subject to and in accordance with this Agreement (collectively, the "Abatement"). The actual amount of the Abatement granted under this Agreement shall be based upon the increase in the taxable appraised value of the Phase II Property and the Phase III Property located on the Land over their respective taxable appraised values for the 2003 tax year, which is the year in which this Agreement was entered into, and upon attainment by Owner of certain compliance, employment, contracting and spending benchmarks set forth in this Section 2. 2.1. Determination by the City of Abatement Eligibility. Unless Owner notifies the City sooner than November 1, 2007 that both Phase II Property with a purchase price by Owner of at least $7,000,000 and Phase III Property with a purchase price by Owner of at least $10,000,000 is fully in place on the Land, the City, with any necessary assistance of the appraisal district with jurisdiction over the Land, shall as of November 1, 2007 determine the taxable appraised value of both Phase II Property and Phase III Property that is fully in place on the Land. For purposes of this Agreement, (i) the date as of which the City determines that both Phase II Property with a purchase price by Owner of at least $7,000,000 and Phase III Property with a purchase price by Owner of at least $10,000,000 is fully in place on the Land or (ii) November 1, 2007, whichever date is earlier, shall be referred to hereinafter as the "Completion Date". Notwithstanding anything that may be interpreted to the contrary in this Agreement, (i)Phase II Property shall be eligible for Abatement under this Agreement only if such Property with a purchase price by Owner of at least $7,000,000 is fully in place on the Land by the Completion Date and(ii) Phase III Property shall be eligible for Abatement under this Agreement only if such Property with purchase price by Owner of at least$]0,000,000 is fully in place on the Land by the Completion Date. In other words, if on the Completion Date, $8,000,000 worth of Phase II Property is on the Page 3 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. Land but only $6,000,000 worth of Phase III Property is on the Land, then only Phase II Property will be eligible for Abatement under this Agreement. Stated another way, the Abatement for Phase II Property and the Abatement for Phase III Property shall operate as independent and mutually exclusive Abatements, and the failure to satisfy any or all of the commitments set forth herein with respect to one Phase shall not, in and of itself, preclude Owner from its receiving an Abatement for the other Phase. 2.2. Amount of Abatement in Years 1-3 of the Term. Subject to Sections 2.1 and 2.5 of this Agreement, provided that Phase II Property with a purchase price by Owner of at least $7,000,000 is fully in place on the Land by the Completion Date, during the first three (3) years of the Term Owner will receive an Abatement on the Phase II Property located on the Land that ranges up to a maximum of ninety percent (90%) of the increased value of such Phase II Property. In addition, subject to Sections 2.1 and 2.5 of this Agreement, provided that Phase III Property with a purchase price by Owner of at least $10,000,000 is fully in place on the Land by the Completion Date, during the first three (3) years of the Term Owner will receive an Abatement on the Phase III Property located on the Land that ranges up to a maximum of ninety percent (90%) of the increased value of such Phase III Property. The actual amounts of the Abatements granted during the first three (3) years of the Term shall be calculated as follows: 2.2.1. Base Abatement(Up to 20%). Owner shall receive a base Abatement under this Agreement in a percentage that is equal to the same percentage Abatement that Owner received under Section 2.1.1 of the Phase I Abatement Agreement. In other words, if Owner received a twenty percent Abatement under Section 2.1.1 of the Phase I Abatement Agreement for meeting the construction expenditure goals set forth in that provision, then Owner will receive a twenty percent (20%) base Abatement under this Agreement for the first three (3) years of the Term. If Owner received no Abatement under Section 2.1.1 of the Phase I Abatement Agreement on account of its failure to meet the construction expenditure goals set forth in that provision, then Owner shall not be eligible for any of the twenty percent (20%) Abatement under this Section 2.2.1. 2.2.2. Abatement Based on Employment Goals (Up to 30%). 2.2.2.1. Base Number of Jobs. Owner shall receive a thirty percent (30%) Abatement if during the previous calendar year (i) at least 591 Full-time Jobs are provided and filled on the Land ("Base Number of Jobs"); and (ii) at least 169 Full-time Jobs on the Land were held by individuals residing within the corporate limits of the City(the "Base Number of Fort Worth Jobs"), and (iii) at least 81 of all Full-time Jobs on the Land are held by Page 4 Tax Abatement Agreement(Phase IUIII)between City of Fort Worth and Coca-Cola Enterprises,Inc. individuals residing within the Central City (the "Base Number of Central City Jobs"). For purposes of this Agreement, "Central City" shall be defined as those areas depicted in the map of Exhibit I'D", attached hereto and hereby made a part of this Agreement for all purposes, as either the central city or a CDBG area, and"Full-time Job" shall mean jobs filled for a period of not less than thirty(30)hours per week. 2.2.2.2. Reductions for Failure to Provide Base Number of Jobs. If Owner failed to provide the Base Number of Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.2.2 shall be reduced by one percent (1%) multiplied by the difference between the Base Number of Jobs and the actual number of Full-time Jobs provided and filled on the Land in such calendar year. In addition, if Owner failed to provide and fill the Base Number of Fort Worth Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.2.2 shall be reduced by one percent(1%) multiplied by the difference between the Base Number of Fort Worth Jobs and the actual number of Full-time Jobs provided on the Land and filled by individuals residing within the corporate limits of the City. In addition, if Owner failed to provide and fill the Base Number of Central City Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.2.2 shall be reduced by one percent (1%) multiplied by the difference between the Base Number of Central City Jobs and the actual number of Full-time Jobs provided on the Land and filled by individuals residing in the Central City. Determination of compliance with the employment requirements of this Section 2.2.2 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. Notwithstanding the foregoing, Owner's failure to satisfy the commitments set forth in Section 2.2.2.1 shall not cause the Abatement available under this Agreement to be reduced by more than the thirty percent (30%) Abatement component available under this Section 2.2.2. 2.2.3. Abatement Based on Additional Employment Goals(Up to 30%). If at least twenty-five percent (25%) of all Full-time Jobs provided and filled on the Land in excess of the Base Number of Jobs are held by individuals residing within the corporate limits of the City, regardless of the total number of Full-time Jobs provided and filled on the Land by Owner, then (i) for every three (3) Full-time Jobs in excess of the Base Number of Fort Worth Jobs that are held by individuals residing within the corporate limits of the City, Owner shall receive an additional one percent (1%) Abatement and (ii) for every one (1) Full- time Job in excess of the Base Number of Central City Jobs that is held by an individual residing in the Central City, Owner shall receive an additional one percent (1%) Abatement, up to an aggregate additional thirty percent (30%) Page 5 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. Abatement; provided, however, that Owner shall not be eligible to receive more than half of such additional Abatement for providing and filling such additional Full-time Jobs with individuals residing within the corporate limits of the City but living outside the Central City (so that if, for example, Owner provided and filled ninety (90) Full-time Jobs in excess of the Base Number of Fort Worth Jobs with individuals residing within the corporate limits of the City but living outside the Central City, Owner would only receive an additional fifteen percent (15%) Abatement). The maximum Abatement available under this Section 2.2.3 is thirty percent (30%). Notwithstanding the foregoing, if less than twenty-five percent (25%) of all Full-time Jobs provided and filled on the Land in excess of the Base Number of Jobs are held by individuals residing within the corporate limits of the City, regardless of the total number of Full-tune Jobs provided and filled on the Land by Owner, then Owner will not be entitled to any additional Abatement under this Section 2.2.3. Determination of compliance with the employment requirements of this Section 2.2.3 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. 2.2.4. Abatement Based on Supply and Service Expenditures with Fort Worth Companies(5%). Owner shall receive a five percent (5%) Abatement if during the previous calendar year (i) Owner spent at least $734,200 in local discretionary funds for supplies and services directly in connection with Owner's operation of its soft drink manufacturing and distribution facility on the Land, as expanded by the Improvements, and (ii) at least twenty-five percent (25%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth Companies, as defined in Exhibit "A". Determination of compliance with the requirements of this Section 2.2.4 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. 2.2.5. Abatement Based on Supply and Service Expenditures with Fort Worth M/WBE Companies (5%). Owner shall receive a five percent (5%) Abatement if during the previous calendar year (i) Owner spent at least $734,200 in local discretionary funds for supplies and services directly in connection with Owner's operation of its soft drink manufacturing and distribution facility on the Land, as expanded by the Improvements, and (ii) at least fifteen percent (15%) of all such expenditures, regardless of the total amount of such expenditures, were provided by MIWBE certified contractors whose principal business office is located in the City ("Fort Worth M/WBE Companies"). Determination of compliance with the requirements of this Section 2.2.5 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. Page 6 Tax Abatement Agreement(Phase IUIII)between City of Fort Worth and Coca-Cola Enterprises,Inc. I 2.3. Amount of Abatement in Years 4-10 of the Term. Subject to Sections 2.1 and 2.5 of this Agreement,provided that Phase II Property with a purchase price by Owner of at least $7,000,000 is fully in place on the Land by the Completion Date, during the latter seven (7) years of the Term Owner will receive an Abatement on the Phase II Property located on the Land that ranges up to a maximum of ninety percent (90%) of the increased value of such Phase II Property. In addition, subject to Sections 2.1 and 2.5 of this Agreement, provided that Phase III Property with a purchase price by Owner of at least $10,000,000 is fully in place on the Land by the Completion Date, during the latter seven (7) years of the Term Owner will receive an Abatement on the Phase III Property located on the Land that ranges up to a maximum of ninety percent (90%) of the increased value of such Phase III Property. The actual amounts of the Abatements granted during the latter seven (7) years of the Term shall be calculated as follows: 2.3.1. Abatement Based on Employment Goals (Up to 30%). 2.3.1.1. Base Number of Jobs. Owner shall receive a thirty percent (30%) Abatement if during the previous calendar year (i) Owner provided and filled on the Land at least the Base Number of Jobs (at least 591 Full-time Jobs, as previously defined in Section 2.2.2.1); and(ii) Owner provided and filled on the Land at least the Base Number of Fort Worth Jobs (at least 169 Full-time Jobs held by individuals residing within the corporate limits of the City, as previously defined in Section 2.2.2.1); and (iii) Owner provided and filled on the Land at least the Base Number of Central City Jobs (at least 81 of all Full-time Jobs held by individuals residing within the Central City, as previously defined in Section 2.2.2.1). 2.3.1.2. Reductions for Failure to Provide Base Number of Jobs. If Owner failed to provide the Base Number of Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.3.1 shall be reduced by one percent (1%) multiplied by the difference between the Base Number of Jobs and the actual number of Full-time Jobs provided and filled on the Land in such calendar year. In addition, if Owner failed to provide and fill the Base Number of Fort Worth Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.3.1 shall be reduced by one percent (1%)multiplied by the difference between the Base Number of Fort Worth Jobs and the actual number of Full-time Jobs provided on the Land and filled by individuals residing within the corporate limits of the City. In addition, if Owner failed to provide and fill the Base Number of Central City Jobs in the previous calendar year, the maximum thirty percent (30%) Abatement available under this Section 2.3.1 shall be Page 7 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. reduced by one percent (1%)multiplied by the difference between the Base Number of Central City Jobs and the actual number of Full-time Jobs provided on the Land and filled by individuals residing in the Central City. Determination of compliance with the employment requirements of this Section 2.3.1 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. Notwithstanding the foregoing, Owner's failure to satisfy the commitments set forth in Section 2.3.1.1 shall not cause the Abatement available under this Agreement to be reduced by more than the thirty percent (30%) Abatement component available under this Section 2.3.1. 2.3.2. Abatement Based on Additional Employment Goals(Up to 50%). If at least twenty-five percent (25%) of all Full-time Jobs provided and filled on the Land in excess of the Base Number of Jobs are held by individuals residing within the corporate limits of the City, regardless of the total number of Full-time Jobs provided and filled on the Land by Owner, then (i) for every three (3) Full-time Jobs in excess of the Base Number of Fort Worth Jobs that are held by individuals residing within the corporate limits of the City, Owner shall receive an additional one percent (1%) Abatement and (ii) for every one (1) Full- time Job in excess of the Base Number of Central City Jobs that is held by an individual residing in the Central City, Owner shall receive an additional one percent (1%) Abatement, up to an aggregate additional fifty percent (50%) Abatement; provided, however, that Owner shall not be eligible to receive more than half of such additional Abatement for providing and filling such additional Full-time Jobs with individuals residing within the corporate limits of the City but living outside the Central City(so that if, for example, Owner provided and filled one hundred fifty (150) Full-time Jobs in excess of the Base Number of Fort Worth Jobs with individuals residing within the corporate limits of the City but living outside the Central City, Owner would only receive an additional twenty- five percent (25%) Abatement). The maximum Abatement available under this Section 2.3.2 is fifty percent (50%). Notwithstanding the foregoing, if less than twenty-five percent(25%) of all Full-time Jobs provided and filled on the Land in excess of the Base Number of Jobs are held by individuals residing within the corporate limits of the City, regardless of the total number of Full-time Jobs provided and filled on the Land by Owner, then Owner will not be entitled to any additional Abatement under this Section 2.3.2. Determination of compliance with the employment requirements of this Section 2.3.2 shall be based on Owner's employment data on August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. 2.3.3. Abatement Based on Supply and Service Expenditures with Fort Worth Companies (5%). Owner shall receive a five percent (5%) Abatement if during the previous calendar year (i) Owner spent at least $734,200 in local discretionary funds for Page 8 Tax Abatement Agreement(Phase IUIII)between City of Fort Worth and Coca-Cola Enterprises,Inc. i supplies and services directly in connection with Owner's operation of the its soft drink manufacturing and distribution facility on the Land, as expanded by the Improvements, and (ii) at least twenty-five percent (25%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth Companies, as defined in Exhibit "A". Determination of compliance with the requirements of this Section 2.3.3 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. 2.3.4. Abatement Based on Supply and Service Expenditures with Fort Worth M/WBE Companies(5%). Owner shall receive a five percent (5%) Abatement if during the previous calendar year (i) Owner spent at least $734,200 in local discretionary funds for supplies and services directly in connection with Owner's operation of its soft drink manufacturing and distribution facility on the Land, as expanded by the Improvements, and (ii) at least fifteen percent (15%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth M/WBE Companies. Determination of compliance with the requirements of this Section 2.3.4 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year 2.4. Effect of Failure to Meet Section 2.2 and Section 2.3 Goals. Unless specifically identified as an Event of Default, the failure to meet any or all of the numerical commitments, percentages or goals, as the case may be, for employment and supply and service vendor contract spending, as set forth for the first three (3) years in Sections 2.2.2, 2.2.3, 2.2.4 and 2.2.5 and for the latter seven (7) years in Sections 2.3.1, 2.3.2, 2.3.3 and 2.3.4, shall result only in the reduction of the percentage of Abatement available to Owner for a given year or a failure to earn an additional percentage of Abatement, and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth in that Section 4. 2.5. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, (i) Owner's Abatement on Phase II Property in any given year shall be based on the increase in the taxable appraised value of such Phase II Property since the 2003 tax year,up to a maximum of ninety percent (90%) of $10,500,000 and (ii) Owner's Abatement on Phase III Property in any given year shall be based on the increase in the taxable appraised value of such Phase III Property since the 2003 tax year, up to a maximum of ninety percent (90%) of$15,000,000. In other words, with regard to the Abatement on Phase II Property, in any year in which the taxable appraised value of such Phase II Property exceeds (i) the taxable appraised value of such Phase II Property in the 2003 tax year plus (ii) $10,500,000, Owner's Abatement on Phase II Property for that tax year shall be capped and calculated as if the increase in the taxable appraised value of such Phase II Property Page 9 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. i since the 2003 tax year had only been$10,500,000. For example, and as an example only, if the taxable appraised value of the Phase II Property in the sixth year of the Compliance Auditing Term is $12,000,000 over the taxable appraised value of such Phase II Property in the 2003 tax year, Owner would receive a maximum Abatement on the Phase II Property of ninety percent(90%)of$10,500,000 in the sixth year of the Term. 2.6. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements or taxable tangible personal property thereon. 2.7. Terms. The calendar year in which the Completion Date (as defined in Section 2.1 of this Agreement) falls will constitute the start of auditing for compliance of this Agreement ("Compliance Auditing Term"). Taxes will not be abated during the first year of the Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin on January 1 of the year following the year that the Compliance Auditing Term begins (the "Abatement Beginning Date"). Unless sooner terminated as herein provided, the Term and the Compliance Auditing Term shall end on the December 31st immediately preceding their respective tenth (10th) anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. The Term of the Abatement for Phase II Property and the Term of the Abatement for Phase III Property shall be the same. In other words, the Abatement for one Phase's Property will not begin earlier than the Abatement for another Phase's Property. For example, if $7,000,000 worth of Phase II Property is fully in place on the Land as of June 1, 2006, but $10,000,000 worth of Phase III Property is not fully in place on the Land until April 1, 2007, then the Completion Date, as defined in Section 2.1 of this Agreement, will be April l,'2007; the first year of the Compliance Auditing Term will be calendar year 2007; and the first year of the Term will be calendar year 2008. 2.8. Abatement Application Fee. Given that the City Council has found that Phase I and the installation of the Phase II Property and the Phase III Property all constitute one facility expansion development project, the Application procedural steps taken with respect to the Phase I Abatement Agreement, including payment of the appropriate Application fee, satisfy the Application procedural steps and the requirement of payment of an Application fee with respect to this Agreement. Page 10 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Property. Between the execution date of this Agreement and the last day of the Term, at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Land and any improvements thereon in order for the City to inspect the Land and all taxable tangible property on the Land to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, any representative of the City must be escorted by Owner's security personnel and no such inspection shall unreasonably interfere with Owner's operations. 3.2. Audits. The City shall have the right to audit the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") 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 Owner. Owner 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. Provision of Information. On or before February 1 following the end every year during the Compliance Auditing Term, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that.calendar year. This information shall include,but not be limited to, the following: 3.3.1. The total number of employees holding Full-time Equivalent Jobs and who worked on the Land, the number of such employees who resided within the corporate limits of the City and the number of such employees who resided in Central City areas, all as of August 1 of the preceding calendar year, together with reasonable documentation regarding the residency of such employees; and 3.3.2. The number and dollar amounts of all construction contracts and subcontracts awarded on the Project, specifying the number and dollar amounts spent with contractors that are Fort Worth Companies, as defined in Exhibit "A", and with contractors that are Fort Worth M/WBE Companies, as defined in Section 2.1.1; and Page 11 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. 3.3.3. The gross dollars and supporting details showing the amounts spent by Owner on local discretionary supply and service contracts, specifying the number and dollar amounts spent with vendors that are Fort Worth Companies, as defined in Exhibit "A", and with vendors that are Fort Worth M/WBE Companies, as defined in Section 2.2.5. Owner shall supply any additional information requested by the City that is pertinent to the City's evaluation of Owner'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 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. The percentage the base Abatement available to Owner pursuant to Section 2.2.1 of this Agreement shall have been determined by the City not later than the first year of the Compliance Term. On or before August 1 of each year during the Compliance Auditing Term,the City shall make a decision and rule on the remaining actual annual percentage of Abatement available to Owner for the following year of the Term based on the City's audit of the Records and any inspections of the taxable tangible property on the Land and shall notify Owner in writing of such decision and ruling. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Owner, at Owner's sole cost and expense, may request an independent third party who is reasonably acceptable to the City to verify the findings of the City within not more than thirty (30) calendar days following receipt of Owner's notice to the City, and if any discrepancies are found, the City, Owner and the independent third party shall cooperate with one another to resolve the discrepancy. If resolution cannot be achieved, the matter may be taken to the City Council for consideration in an open public meeting at which both City staff and Owner's representatives will be given an opportunity to comment. The ruling and determination by the City Council shall be final. 4. EVENTS OF DEFAULT. 4.1. Defined. Owner shall be in default of this Agreement if(i) any of the covenants set forth in any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; or (ii) ad valorem real property taxes with respect to the Land or the Project, or ad valorem taxes with respect to any and/or all tangible personal property located on the Land, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) the Phase I Abatement Agreement is terminated for any reason prior to its expiration (other than by mutual termination in accordance with Section 4.4 of the Phase I Abatement Agreement); or (iv) subject to Section 2.3 of this Agreement, Owner breaches any of the Page 12 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. i other terms or conditions of this Agreement (collectively, each an "Event of Default"). Expiration of the Phase I Abatement Agreement by its own terms shall not constitute an Event of Default. 4.2. Notice to Cure. If an Event of Default occurs due to termination of the Phase I Abatement Agreement for any reason other than by mutual termination in accordance with Section 4.4 of the Phase I Abatement Agreement,this Agreement will automatically terminate upon the effectiveness of the termination of the Phase I Abatement Agreement without any requirement of the City to first provide Owner with written notice and without any opportunity for cure by Owner. Otherwise, subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have ninety (90) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than one hundred eighty (180) days to cure the Event of Default, after advising the City Council in an open meeting of Owner'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. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) otherwise harm the City, and Owner agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Page 13 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. i Agreement, Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest(currently, Section 33.01 of the Code). 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Land or the location of the Phase II and Phase III Property on the Land are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the 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. 5. EFFECT OF SALE OF LAND AND/OR IMPROVEMENTS. The Abatement granted hereunder shall vest only in Owner and cannot be assigned to a new owner of all or any portion of the Land and/or Phase I and/or Phase II Property on the Land and/or Phase III Property on the Land without the prior consent of the City Council,which consent shall not be unreasonably withheld provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Owner may not otherwise assign, lease or convey any of its rights under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten(10) calendar days of receipt of written notice from the City to Owner. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid,or by hand delivery: City: Owner: City of Fort Worth Coca-Cola Enterprises Inc. Attn: City Manager 2500 Windy Ridge Parkway 1000 Throckmorton Atlanta, GA 30339 Fort Worth,TX 76102 Attn: Kyle Caruthers Page 14 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. with copies to: with a copy to: the City Attorney and Miller&Martin,LLP Economic/Community Development Suite 700 Director at the same address 1275 Peachtree St.,N.E. Atlanta,GA 30309-3576 Attn: Thomas J.Harrold, Jr.,Esq. 7. MISCELLANEOUS. 7.1. Bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. Neither the Land nor any of the Improvements are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit"C", the body of this Agreement shall control. 7.4. Future Application. A portion or all of the Land and/or improvements and/or taxable tangible personal property on the Land may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Land and/or Improvements and/or taxable tangible personal property on the Land. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. - /p on August 12, 2003, which, among other things, authorized the City Manager to execute this Agreement on behalf of the City. Page 15 Tax Abatement Agreement(Phase IUIII)between City of Fort Worth and Coca-Cola Enterprises,Inc. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in fall force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions or City Council actions authorizing this Agreement, and Owner shall be entitled to intervene in any such litigation. 7.8. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County,Texas. 7.9. Recordation. A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas. 7.10. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.11. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.12. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement Page 16 Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 7.13. Amendment. This Agreement may be amended only by the written agreement of the City and Owner. IN WITNESS WHEREOF,the undersigned have caused this Agreement to be executed as of the later date below: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: ® V'Via, a,C/ /?4 By: Reid Rector Peter Vaky 67 Assistant City Manager Assistant City Attorney Date: 14 0 66v M &C: C-1'7710 S-19-D3 ATTEST: By: City Secretary COCA-C LA,EN RPR�ISES INC.: By: 1xv— E. Liston Bishop III Vice President, Secretary and Deputy General Counsel Date: 2 Z, -,7,3 ATTEST: By: UL "I RECIUM Page 17 TL Tax Abatement Agreement(Phase II/III)between City of Fort Worth and Coca-Cola Enterprises,Inc. STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Reid Rector, 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 agF4rday of 2003. R SELLA BARNES Not Public in and for NOTARY PUBLIC the State of Texas State of Texas Comm Exp.03-31-2005 Notary's Printed Name STATE OF GEORGIA § COUNTY OF COBB § BEFORE ME, the undersigned authority, on this day personally appearedE. Liston Bishop III, Vice President, Secretary and Deputy General Counsel of COCA-COLA ENTERPRISES, INC., 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 COCA-COLA ENTERPRISES,INC. I IVEN UNDER MY HAND AND SEAL OF OFFICE this —day V, of 14s)— 2003. N Public))Varnd for NOTARY St e State of Gleorgia GEORGIA PU Yrl�n L. BLIC Notary's Printed Name P- Mv- EXHIBIT "A CITY OF FORT WORTH TAX ABATEMENT POLICY 1. GENERAL PURPOSE AND OBJECTIVES Certain types of investment result in the creation of new jobs, new income and provide for positive economic growth and inner-city economic stabilization which is beneficial to the City as a whole. The City of Fort Worth is committed to the promotion of high quality development in all parts of the City and improvement in the quality of life for its citizens. The City of Fort Worth will, on a case-by-case basis, give consideration to the granting of property tax incentives to eligible residential, commercial, and industrial development projects. It is the policy of the City of Fort Worth that consideration of eligible projects will be provided in accordance with the guidelines and criteria outlined in this document. Texas law authorizes the City of Fort Worth to grant tax abatement on the value added to a particular property by a specific development project which meets the economic goals and objectives of the City, and the requirements of the statute (Vernon's Tax Code Ann. Section 312.001, et. seq.). As mandated by state law, this policy applies to the owners of real property. It is not the policy of the City of Fort Worth to grant property tax abatement to any development project for which a building permit has been previously issued by the City's Department of Development. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application.. Although all applications which meet the eligibility criteria(Section III.) of this policy statement will be reviewed, it is the objective of the City of Fort Worth to encourage applications from projects that: (a) are located in enterprise zones or other designated target areas; or (b) result in a development with little or no additional cost to the City; or (c) result in 1,000.or more new jobs, with a commitment to hire Fort Worth and inner city residents. 11. DEFINITIONS "Abatement" means the full or partial exemption from ad valorem taxes on eligible properties for a period of up to ten years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of the tax abatement agreement. Eligible properties must be located in a reinvestment zone. "Reinvestment Zone" is an area designated as such by the City of Fort Worth or State of Texas in accordance with the Texas Property Redevelopment and Tax Abatement Act, Sections 312.001 through 312.209 of the Tax Code. Page 1 of 7 EXHIBIT «A» "Residential Development Project" is a development project which proposes to construct or renovate multi-family residential living units on property that is (or meets the requirements to be) zoned multi- family as defined by the City of Fort Worth Zoning Ordinance. "Fort Worth Company" is a business which has a principal office located within the city limits of Fort Worth. "Minority or Woman-owned Business Enterprise (MWBE)" is a minority or woman-owned business that has received certification as either a MBE or WBE by either the North Central Texas Regional Certification Agency (NCTRCA) or the Texas Department of Transportation (TxDOT), Highway Division. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). "Facility Expansion" is a new permanent real property improvement such as a building or buildings constructed to provide additional square footage to accommodate increased space requirements of a Fort Worth company. "Facility Modernization"is a new permanent real property improvement under taken to provide increased productivity for a new or existing Fort Worth company. "Supply and Service Expenses" are discretionary expenses incurred during the normal maintenance and operation activities of a business. III. ELIGIBILITY CRITERIA A. RESIDENTIAL PROJECT ELIGIBILITY A residential development project is eligible for property tax abatement if: 1. The project is located in any of the following census tracts: 1002.02, 1010, 1011, 1016, 1017, 1018, 1019 (partial), 1025, 1028 (partial), 1029, 1030, 1031, 1033, 10351 1036.01, 1037.01, 1038, 1040, 1041 (partial) (see.Map "A"); AND 2. a. The project will construct or renovate no less than 50 residential living units of which no less than 20% shall be affordable(as defined by the U.S. Department of Housing and Urban Development) to persons with incomes at or below 80% of median family income; OR b. The project has a minimum capital investment of$5 million(excluding acquisition costs for land and any existing improvements). B. COMMERCIAUINDUSTRIAL ELIGIBILITY 1. New Projects In order to be. eligible for property tax abatement, a new commercial/industrial development project must satisfy one of the following three criteria: a. Upon completion will have a minimum capital investment of $10 million and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Map "A") for full time employment.; OR Page 2 of 7 EXHIBIT "A" b. Is located in the "inner city" (as identified on Map "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of these inner city census tracts and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Map "A") for full time employment; OR C. Is located outside of the "inner city", has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Map "A") for full time employment. 2. Existing Business Expansion and/or Modernization In order to be eligible for property tax abatement, a facility expansion and/or modernization by an.existing commercial/industrial business must: a. Upon completion have a minimum capital investment of$10 million; OR b. Result in increased employment for which the business commits to hire and retain an agreed upon percentage of residents from an eligible inner city census tract(as identified on Map "A") for new, full time positions; AND C. Have a minimum capital investment of (1) $500,000, OR (2) an amount equal to or greater than 25% of the appraised value, as certified by the appropriate appraisal district, of real property improvements on the property for the year in which the abatement is requested. C. PROOF TESTS 1. Building Permits No tax abatement will be granted to any development project which has applied for or received a building permit from the City's Department of Development. 2. Evidence of Need for Tax Abatement The applicant must provide evidence to substantiate and justify the tax abatement request including (but not limited to) an analysis demonstrating the tax abatement is necessary for the financial viability of the project. IV. ABATEMENT GUIDELINES The tax abatement agreement must provide that the applicant: (1) Hire Fort Worth residents for an agreed upon percentage (at least 25%) of new full time jobs to be created and make a good faith effort to hire 100% Fort Worth residents for all new jobs created as a result of the abatement, (2) Commit to hire an agreed upon percentage of Fort Worth residents from an eligible inner city census tract (as identified on Map "A") for all new jobs created as a result of the project. The agreed upon percentage shall be determined by negotiation. (3)Utilize Fort Worth companies for an agreed upon percentage of the total costs for construction and Supply and Service Contracts, and Page 3 of 7 EXHIBIT "A" (4) Utilize Minority and Woman-owned Business Enterprises (MWBEs) for an agreed upon . percentage of the total costs for construction and supply and service contracts in the manner provided in the City of Fort Worth's Minority and Women Business Enterprise ordinance. In addition to the above,the abatement must comply with the following guidelines: A. State law prohibits abatement of taxes levied on inventory, supplies or the existing tax base. City policy is not to abate taxes on personal property located within Fort Worth prior to the date of the tax abatement agreement. B. Unless otherwise specified in the agreement, the amount of the taxes to be abated shall in no event exceed the amount of the capital investment (as specified in the application) multiplied by the City's tax rate in effect for the year in which the calculation is made. C. In certain cases, the City may consider a tax abatement application from the owner of real property who serves as a landlord or lessor for a development project which meets the eligibility criteria of this section. D. The City may consider an application from the owner or lessee of real property requesting . abatement of real and or personal property owned or leased by a certificated air carrier on the condition that the certificated air carrier make specific real property improvements or lease real property improvements for a term of 10 years or more. E. For an eligible development project to be considered for tax abatement, the "Application for Tax Abatement" form must be completed and submitted to the Office of Economic Development. F. An application fee must accompany the application. The fee is calculated at the lesser o£ (i) 1%of the project capital investment, or(ii) $15,000. If construction on the project is begun on the site specified in the application within a one (1) year period from the application submittal date (with or without a tax abatement), this fee shall be credited to any permit, impact, inspection or any other lawful fee required by the City of Fort Worth. If the project is not constructed on the site specified in the application or if construction takes place at the specified site more than one (1) year after the application submittal date, the application fee shall not be refunded or otherwise credited. G. If requested, the applicant must provide evidence that there are no delinquent property taxes due on the property on which the development project is to occur. H. The tax abatement agreement shall limit the uses of property consistent with the general purpose of encouraging development or redevelopment of the zone during the period that property tax abatements are in effect. I. Tax abatement may only be granted for projects located in a reinvestment or enterprise zone. For eligible projects not currently located in such a zone, the City Council may choose to so designate the applicant's property in order to allow for a tax abatement. J. The owners of all projects receiving tax abatement shall properly maintain the property to assure the long term economic viability of the project. Page 4 of 7 EXHIBIT «A» V. PROCEDURAL STEPS Each request for property tax abatement shall be processed.according to the following procedural guidelines. A. Application Submission: Provided that the project meets the criteria detailed in Section III of this policy, the Applicant must complete and submit a City of Fort Worth "Application For Tax Abatement"form(with required attachments) and pay the appropriate application fee. B. Application Review and Evaluation: The Economic Development Office will review the application for accuracy and completeness. Once.complete,the application will be evaluated based on: 1. Types of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement package(s), transportation assistance, and any other. 2. Percent of new jobs committed to Fort Worth residents. 3. Percent of new jobs committed to Fort Worth"Inner City"residents. 4. Percent of construction contracts committed to: a. Fort Worth based firms, and b. Minority and Woman-owned Business Enterprises (MWBEs). 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Woman-owned Business Enterprises (MWBEs). 6. The project's increase in the value of the tax base. 7. Costs to the City (such as infrastructure participation, etc.). 8. Other items which may be negotiated by the City and the applicant. Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Economic Development Committee. C. Consideration by Council Committee Should the Economic Development Office present the application to the City Council's Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (1) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (2) Request modifications to the application. Economic Development staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or Page 5 of 7 EXHIBIT 66 A 9! (3) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. D. Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. E. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise ' specified in the tax abatement agreement). Unless otherwise specified , in the agreement, taxes levied during the construction of the project shall be due and payable. VI. RECAPTURE If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. VII. INSPECTION AND FINANCIAL VERIFICATION The terms of the agreement shall include the City of Fort Worth'.s right to: (1) review and verify the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, (2) conduct an on site inspection of the project in each year during the 'life of the abatement to verify compliance with the terms of the tax abatement agreement. VIII. EVALUATION Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. On or before February V of,every year during the life of the agreement, any individual or entity receiving a tax abatement from the City of Fort Worth shall provide information and documentation which details the property owner's compliance with the terms of the respective agreement and shall certify that the owner is in compliance with each applicable term of the agreement. Failure to report this information and to provide the required certification by the above deadline shall result in any taxes abated in the prior year being due and payable. Page 6 of 7 EXHIBIT «A„ IX. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY No tax abatement rights may be sold, assigned or leased unless otherwise specified in the tax abatement agreement. .Any sale, assignment or lease of the property which is not permitted in the tax abatement agreement results in cancellation of the agreement and recapture of any taxes abated after the date on which an unspecified assignment occurred. Page 7 of 7 C I Resolution NO. ROVIDING THAT THE CITY OF FORT WORTH ("CITY") ELECTS TO BE ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT AUTHORIZED BY CHAPTER 312 OF THE TEXAS TAX CODE AND ESTABLISHING A TAX ABATEMENT POLICY GOVERNING SUBSEQUENT TAX ABATEMENT AGREEMENTS WHEREAS, a municipality may enter into tax abatement agreements authorized by Chapter 312 of the Texas Tax Code ("Code") only if the governing body of the municipality has previously adopted a resolution stating that the municipality elects to be eligible to participate in tax abatement and has established guidelines and criteria governing tax abatement agreements ("Tax Abatement Policy");and WHEREAS, pursuant to the Code, a Tax Abatement Policy is effective for two (2) years from the date I of its adoption; and E WHEREAS, the City's current Tax Abatement Policy is due to expire on February 28, 2002; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT I 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 March 1, 2002 through February 29, 2004 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. ADOPTED this 26th day of February, 2002. CR PT( ATTEST: e,`� + C. 2002 By: City Secretary 1fa�. ��'e r-of City S•n-cTe' r_'" �� City Off Fort worth,LO EXHIBIT «B» DESCRIPTION OF THE LAND SUBJECT TO ABATEMENT Being a 40.523 acre tract situated in the David Odum Survey, Abstract No. 1184, W.B. Dewees Survey, Abstract No. 396, and the J.A. Walker Survey,Abstract No. 1730, in the City of Fort Worth, Tarrant County, Texas,being Lot 1, Block 3, of the Fossil Creek Addition, Phase I, an addition to the City of Fort Worth, according to the Plat thereof recorded in Volume 388-140,Page 40, of the Plat Records of Tarrant County, Texas, said 40.523 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod found in the east right-of-way line of Sandshell Drive (a 60.00 foot right-of-way), said point being the southwest corner of said Lot 1,Block 3, said point also being in a curve to the right having a radius of 2014.79 feet a delta angle of 05 deg. 26 min. 05 sec.; THENCE along the east right-of-way,line of said Sandshell Drive, and the west line of said Lot 1, Block 3, and along said curve to the right an arc distance of 191.11 feet, a chord bearing and distance of N 02 deg. 46 min. 58 sec. W, 191.04 feet to an"X"cut in concrete set for corner; THENCE N 00 deg. 03 min. 55 sec. W, continuing along the east right-of-way line of said Sandshell Drive, a distance of 606.27 feet to a 5/8 inch iron rod found for corner, said point being in a curve to the right having a radius of 90.00 feet and a delta angle of 89 deg. 24 min. 29 sec.; THENCE along the said curve to the right an arc distance of 140.44 feet, a chord bearing and distance of N 44 deg. 38 min. 21 sec. E, 126.62 feet to a 5/8 inch iron rod found for corner, said point being in the south right-of-way line of Fossil Creek Boulevard(a variable width right-of-way), said point being in a curve to the left having a radius of 6504.10 feet a delta angle of 00 deg. 40 min. 53 sec.; THENCE continuing along the south right-of-way line of said Fossil Creek Boulevard, and said curve to the left an arc distance of 77.34 feet, a chord bearing and distance of N 89 deg. 41 min. 05 sec. E, 77.34 feet to a %Z inch iron rod set for corner; THENCE S 89 deg. 58 min. 30 sec. E, continuing along the east right-of-way line of said Fossil Creek Boulevard a distance of 410.01 feet to a 1/2 inch iron rod set for corner, said point being in a curve to the right having a radius of 8175.47 feet and a_delta angle of 02 deg. 06 min. 01 sec.; THENCE continuing along the south right-of-way line of said Fossil Creek Boulevard, and said curve to the right an arc distance of 299.69 feet, a chord bearing and distance of S 88 deg. 55 min. 29 sec. E, 299.67 feet to a %Z inch iron rod set for corner, said point being in a curve to the left having a radius of 8174.78 feet a delta angle of 02 deg. 06 min. 26 sec.; THENCE continuing along the south right-of-way line of said Fossil Creek Boulevard and said curve to the left an arc distance of 300.65 feet, a chord bearing and distance of S 88 deg. 55 min. 42 sec. E, 300.63 feet to a 5/8 inch iron rod found for comer; THENCE S 89 deg. 58 min. 24 sec. E, continuing along the south right-of-way line of said Fossil Creek boulevard, a distance of 858.13 feet to a '/a inch iron rod found for corner, said point being the northeast comer of said Lot 1,Block 3, same being the northwest corner of Lot 2,Block 3, of Fossil Creek Phase I, Section I, an addition to the City of Fort Worth, according to the plat thereof recorded in Volume 388-140,.Page 40, of the Plat Records of Tarrant County, Texas; THENCE S 03 deg. 47 min. 22 sec. W, along the common line of said Lot 1, Block 3, and Lot 2, Block 3, and Lot 3, Block 3, of Fossil Creek Phase I, Section 2, an addition to the City of Fort Worth, according to the plat thereof recorded in Volume 388-145,Page 37, of the Plat Records of Tarrant County, Texas, a distance of 878.56 feet to a %inch iron rod set for corner, said point being the southeast corner of said Lot 1, Block 3, same being the northeast corner of a tract of land conveyed to Hunt Investment Corporation,by Deed Recorded in Volume 5698, Page 257, of the Deed Records of Tarrant County, Texas; THENCE N 89 deg. 58 min. 30 sec. W, along the common line of said Lot 1,Block.3, and said Hunt Investment Corporation tract a distance of 1966.62 feet to the POINT OF BEGINNING and containing 1,765,186 square feet or 40.523 acres of computed land. Hugh E. Peiser Registered Professional Land Surveyor No. 3688 June 25, 2003 Jup .30 . 2003 - 1 ; 01PM 4No-2113xAP . .2PWA-11510AI Exhibit VVA%ffjuK 111 Uity oi jwvort Worth ft' "won incentive Ap ca Economic is & Comt nunity Development bepattment 1000 Tltoc�mortou Strut Fort Worth, 'Texas 76102 S 17-871-6103 Ju,n - 30 , 2003 1 : 07PM No , 2113 P . 3 • /81 Incentive Application GEVE AZ I.NFO"ATIO 1. Applicant Information: Company Name Coca-Cola Enterprises Inc_ Company Address 3400 fossil Creek Boulevard City,State,Zap Code Ft- Worth, TK 76137 Contact Parson(include title/position): B111 Green, Regional property Tax !anager Telephaue C 2L4_..�,.) 253-5661 ,, ext._ lass ( 214 ) 253-56Sg ext. Mobile TelepItgne 817 247-4789 Email arl& Mes: bilgreenOpA;cokecce.com 2. Project Site Information. Address/Location: 3400 Fossil Creek Boulevard, Fr. Worth: Tx Current zoning: J Will the property need to be rezoned? ''Yes N•o x If the properry,necds rezoning;please specify the zoning yot.will be seeking: Will the project require any site or building variances(Y/1)! W _ If'yes,what variances will you seek?: 3. Incentive(s)Requested., iR Reduce&Waived Development Fees 1g lzeduced/Waived permit Fees ❑ Community Facilities Agreement o Land.$ank program ar Tax Abatement(If yes,please answer 5 6 below) ® Workforbe Development ❑ Transit Provisipms ❑ Enterprise zone Qualified Business 0 Industrial.revenue Bond ❑ Enterprise Zone]Project ❑ Bridge financing/below market loan financing ❑ Othcr 4. Do you intend to pursue abatement of County Taxes? M Yes 0 No 5, What level of abatement will you request:Years? 10 Percentage? l0o Page 2 of 7 ECQula6m kn ,30 , 2003 1 :07PM No 2113 P, 4 For real estate proi2qtsl,please include below the project concept,targeted tenant mix,project benefits and how the project relates to existing eommtltdtyY plans. Please attach a site plan. por lousiness expttmion pr6iects2, please include below services provided or products rd u'ufactured, major customers 4nd locations, etc. For business expansion project. involving the purchase aiud/or construction of real estate,please answer all that apply. 6. please provide a brief desariptiou of the project. Aalicant z8 engaged in the busIuess of nanufacturi= and diatribt tIpg soft drink. beverages. The proposal,vill invQ],ve an expansion of the applicant's current facility to increase cspacity. 7, Project Deseriptio)a Sizeofproject. i1q,750 _squarefeet 13.32 Check all that apply: Cl Office-. sq}tare feet 0 K414-family: square feet._units o Retail: square feet M TndustrialI I0,750 square feet Will any portion of the project consist of vertical mixed-uge: No Anticipated date when construction Will start? Steer 2003 Anticipated date of occupancy! Spring/Summer 2004 A reel estare project is one that involves the construction or renovation of real property that will be either for lease or for sale, Any incentives given by the City should be considered only"gap"financing and should not be considered a substitute for debt and equity, 2 A busines$development project involves assistance to a business entity that seeks to expand its exisrigg opamtions fkom a location within the port Worth or to 1~ort Worth-The business is in a growth mode seeking working oapiral,ptmonal property or fired asset flnancing_'The City wilt refer start-up businesses to more appropriat$orgahiaations. Page 3 of 7 scaoi0ww Jun , 30 , 2003 1 :07PM No , 2113 P . 5 A Real rropers Current A,4Q sed V IlUatioA of: sand 2,655,026 improvements:$3,494,974 New Coxastruction: Size 110,750 sq.ft. Cost Of CanstrUction 5 135 Oo0 Renovation. Size sq. ft. Cost of Construction a Site Developmont(parking,fencing, landscapirig, eto_); Type of work tobedone eg,�c��-��rki�a$ 9�e �,�G�r�Pln7��S^lde gates Cost of Sitc Development$ i,0o0,000 R Personal Prqp eoi3a lete all%oplicable� Current ry value persoxasl propeity elusive of invtntary ata.d supplies in Fort Worth: $ 1,01 to V aluo of personal property,eaephisivo of irpreaatory and supplies,for which your are seeking a tax abaterrie tC: $ 1 000 000 Current value in Fort Worth, InVentorY$ 5,794 294 Supplies $ S6g,92a "slue for inventory and supplios after developinentlrelocation atdlor expansion: Inventory$ 1 88 Supplies $ 7 -33.ZA40 Pcrcexat of inventory eligible for freeport exemption(inventory,oxported from Tey,04 within 17$ days) 10 W .Axe you seeldng working capital frnaucing? No If so,please state the value of Working capital financing being sought:$ S. EMPloyment a3ad,lob Crentio�: Te pora ry 1. How many construction jobs will be,created? 2 2. What is the e,stimared payroll for thoso jobs? $425,00.0 Permanent 1. .How many pess0118 are r,=Oxatly employed? 591 2. What percent of cu1.'rent employees abovc axe For Forth rosiclents2 Z$ YO 3. What peraexat of current employees above are Central City residents? 13 % *3'reeport: exemption not claimeadeby�CCE ECp01o6C3 Jun •30. 2003 1 08PM No. 2113 P .' 6 4. Please complete the following table, Est, irst Year Est.Fifth!ear XA.Tenth Year env Jobs to be xeate 3 2 2 Less Transfers* 12 0 0 Na 76b4 11 2 2 %of Net,fobs to be tl le by Fort Worth.12esidenfis 252 100% 1001 of Net Jobs to be fluoa by Central City Residents 10% 502 50% * .f y employees will be transferring,please describe from where tbcy will be transferring. Dallas -- Duckn.er Produerl on Far-ll .ty Please attach a description of the jobs to be created, tasks to beperfortned for each, and we ga rate fbr each classifiration., and a brief description of the employee benefit paolagc(s)offered including portion paid by employee and employer respectively. 9ce question 411 for more inf'orrnatipfl, 9� focal CowA Itments: What percent of the constt^uction.costs(7A,above)wM you coranaixtb Spend with: d Fort Worth businesses? 25 . % (I.e_ $1.283,750) m Certified Minority and Woman-owned Business Enterprises? 15 % U_e_ $770,250) Regarding discretionary suxrDly and servic�enses*(i.e. landscaping,office of m.an;ufactwi .g supplies,janito64 services, etc.): m What is the annual amourxt of discaetionary supply and service expenses?$734,200 (Production iaclllty) Whet percentage will be committed to port Worth businesses? 25 % (I.e. $183,550) a What percentage will be,committed to certified Minority andWotnan.-Owned businesses? 15 °/a (;110,130) Discretionary expenses izicurred durlftg the normal maintenance and operation orbusiness activities Page 5 of 7 SOO I0603 Jun .30 , 2003 1 :08PM No.2113 P . 1 Iyrsczos�s 10.Is any person or firm receiving,any form of compensad.on, commission or other monetoxy benefit based on the level of incentives obtained,by the applicant from the City of Fort Forth? if yes, please explguln And/or attach details. �o. 11.Please provide the following information as attachments: a) Explain why the incentive(s) requested is(are) necessmy for the success of this project. Include a developrmcat and/or business operatibg pro-fbnn,a or other documentation to substantiate your request. b) Describe any environmental impacts,associated with this project, c) Desetibe any direct benefits to the City of Fort Worth as a result of this project. d) Attach a legal description or surveyor's metes&bau nds degedption_ e) Attached a site plan for any real estate development project. f) Attach a copy of the most Tecorit zeal and personal property tax statement from the Tarrant Appraisal District. g) 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. h) Attach a brief description of the employee benefit package(s) offered, (i.e. health insurance, tetiremeut,public transportation assistance,day care provisions,eto.)including portion paid by employee and employer respectively. On b4alf of the applicant, I certify the information contained iu this application (inelutdidg all auacbnonts) to be true and correct. I further certify that, on behalf of the applicant. I have read the current applicable " .,and Bank policy," "Tax Abatement Policy," andlor "Fort Worth Enterprise Zone" Information Packet and agree to Comply with the g4 delines and criteria stated therein. --J6;KPL`s' W WAbr: 6r,�LG-CTbk ar 0P6-RA-1-r-a,J., Printed Name Title bat For Internal Ise N y Project Lo,54on(check all that apply): urban village _:noighborhood ernpowermont zone __ ;nP district ratgeted area _;Dt,'ate enterprise zone _:Model 13loeks Central City ^;CDBG eligible area ;Commercial corridor Foreign trade zone Page 6 of 7 ' IIcpo14�0� Jun•30 , 2003 1 : 08PM No . 2113 P. 8 Def tuitions Abatement-the f611 or partial oXemption from ad valorem taxes on eligible properties for a period of up to ten years and amount of up to 1.00%of the increase in appraised value(as reflected on the certified tart roll of the appropriate county appraisal,&frict)resulting from improvements begun aft tlxo execution of the tax abatement agreement. Migible properties must be located in a reinvestment zone. Capital 7rfvestment—includes only.real property improvements such as new facilities and structures,site improvements,facility expansion.,,and facility modernization. Capital investment does NOT include land acquisition costs and/or any existing improvements,of personal property(suoh as roachinery, equipment, and/or supplies and inventory), Central Cit_.—the area in Port Worth that is within Interstate Loop 820 consisting of., ail Community Development Block Grant(CDBGr) eligible census block groups, anal all State-designated anterprise zones, mid all census block groups that are contiguous* yY 7$percent or more of their perimeter to CDIiG- eligible block groups or enterprise zones. Enterprise project—a business that is nominated by an enterprise zone,governing body and approved by TDED fosr State and local benefits. The business must commit to create or retain permanent jobs,make capital invcstment in the enterprise zone,fill at least 25 pereerxt of its new j obs with individuals who are either eeou9miealIy disadvantaged or residents of an enterprise zone within the governing body's jwisdiction, end maintain the level of employment from the date jobs are certified by the TDED for at least three years. Facility Ex-vansion—a new permanent real property imptovernent such as a building or buildings constructed to provide additional square footage to acem modate increased space requirements of a Port Worth oompmy. Facility Modernization--anew permanent real property improvement undertaken to provide increased productivity for a n&w or existing Fort Worth company. Fort"Worth Company—a busYnoes that has a principal office located within trio arty limits of Fort Worth. Minority or Woman-Owned Business Enterprise(MWBE) a,minority or woman-owned business that has received cortification as either a Minority Business Enterprise'(MBE) or Woman-owned.Business Enwrprisc(WBE)by either the Worth Central Texas Regional Certificatioti.Agency(NCTRCA)or the Texas Departrzuerrt of Transp=14tion(TxDOT),Flighway Division. Reinvestment zone—an area designated as such by the City of Fort Worth or State of Texan ih accordance with the Texas Property Redevelopment and Tax Abatement Act,Sedtior►s 312.001 through 312.209 of the Tax Cade. Residential Development Project development project which proposes to construct or renovate multi- family residential living units on property that is(pr meets the requirements to be)zoned multi-family as defined by the City of Fort Worth zoning Ordiriance. Supply and Service Rxyemes.--discretionary expenses incurred during the normal maintenance and operation activities of a business. Page 7 of WDUIQ603 Jun , 30. 2003 1 : 09PM No.2113 P . 9 city of Fort worth Incentive Application Schedule X Ila. The requested abatement Will enable CCE to control operating costs associated with the proposed expansion, thereby facilitating CCE's ability to implement the expansion. With the additional warehouse space, CCE will have the added capacity to store products needed for the Ft. Worth area. This increased capacity'will enable CCE to provide Coca- Cola products to Ft. Worth consumers at a reduced price because increased transportation costs result in increased prices for the consumer. In the event that the proposed expansion is not undertaken, CCE will lose a competitive pricing advantage and a corresponding competitive edge in the market. Ft. Worth consumers, in turn,will lose an opportunity to acquire Coca-Cola products at a reduced cost. 11b. None. 1.1c. Direct benefits to Tarrant County resulting from the Project: CCE estimates that the proposed expansion will result in the creation of 23 new, full-time jobs and will require a capital investment in the amount of$7,135,000. CCE will retain the 591 persons currently employed at the facility. In addition, CCE projects that it will pay approximately $82,500 in sales tax, as a result of the expansion. CCE also plans to continue its strong commitment to the Ft. Worth community. Last year, CCE donated over $250,000 to the Ft. Worth area. Some of the charities.affected by this investment include the Ft. Worth Education Association, the North Texas Fair and the Tarrant Area Food Banks. In addition, CCE donated over $140,000 of Coca-Cola products to local charities, thereby illustrating its strong Commitment to use its resources for the benefit of the entire community. lid, Legal description of land: Being Lot 1, Block 3 of FOSSIL CREED ADDITION, PHASE ONE, an Addition to the City of FORT WORTH, TARRANT County, Texas, according to the flat thereof recorded in Volume 388-140,Page 40, Plat Records,TARRANT County, Texas. Ile. See attached Exhibit A. I if, See attached Exhibit B. 11g. New job descriptions and corresponding salary levels: Estimated Position Quantity Annual Salary Total Salary,___ Start Date Supervisors 4 $50,000 $200,000 March 2004 PIS Drivers 5 $35,000 $175,000 March 2004 Bulk Drivers 2 $35,000 $70,000 March 2004 Mini-Bulk Drivers 3 $35,000 $105,000 March 2004 Forklift Drivers 1 $29,000 $29,000 March 2004 Loaders r 6 $25,000 $150,000 March 2004 Checkers 2 $30,000 $60,000 March 2004. Coma u-1 41 1 9 8 0-1.DOC Jun .30 , 2003 1 :09PM No.2113 P . 10 I lh. lion-bargaining Employee Benefit Plans: A. Health and Welfare Plan, including the following (i) Self Insured Medical plan, which includes v'isidn and prescription drug benefits; United Health Care PPO, Blue Cross/Blue Shield PPO, Advance PCS and Vision Service Plan are the third-party administrators. Aetna HMO, CIGNA HMO B. Retirement Plans (i) Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan;Putnam Retail Management is third-party administrator (ii) Coca-Cola Enterprises Inc. Employees Pension Plan (iii) Coca-Cola Enterprises Supplemental Matched Employee Savings and Investment Plan; nonqualified top hat plan available to employees with base salary above$90,000 (iv) Employee Stock Purchase Plan—managed by Computershare C. Stock Option Plan- (i) 2001 Coca-Cola.Enterprises Inc. Stock Option Plan D. Additional Benefits: (i) Sick pay/Short-Term Disability (ii) Long-Term Disability (iii) Vacation: l onure Amount over 1 yr. 2'Weeks 5— 10 yrs. 3 weeks 10 yrs. + 4 weeks (iv) Holidays (9) (v) Educational Assistance (vi) Adoption Assistance Quu w_1411980_1.DQC Ju,,n .30 , 2003 1 .09PM No.2113 P , 11 Jun ,30 , 2003 1 :09PM - No .2113 P . 12 R� _ ° h tl Y R Y PAW N WWY ° tr a s W H4� d tl a Y Q . n S tl a g W MIOM ROO2 OR J.A. CC 1 a yaa r�SakRaa4 ° . � � $ tl .a k W a „ p ➢ yet a tl u y ° e „ a v i� a• waaW°RHO V M n OY a a R Y r ¢ tl gg Y afil M,r 4 d Y°e.." • • Y� ♦ a d Y Y d a n a E d 4 Y Y P H 41 kfla iEeE tq. VI r W d W a P dl Y A W ♦ . w � � a TRI O A CP �o s a Owp sr0.4 OR 1 . B _ W i FF� 6T ptg Jr` h b M � PtopA Jun .30, 2003 1 : 10PM EXHIBIT B No , 2113 P , 13 Rpr US 03 03: 44p 20.02 TAX STATEMENT vA.QLE WOUNTAIN-UGINAW O.D. �wnwran© IANA HAYS,TAX ASSeSSOR/OOL1.15CMR CGnnpnNY�� RECEIPT0O$969!$98 P.O. If MOATQAdrz COMPANY Is NOT BLANK FOGTf WORTH, T T X 7817A MORTQAOX COMPANY HAS BRON NOTIFIED qS 7AxIIS DUE FORWARpiNQ AND ADDRESS CORREC71ON REQUMTED TAXING TAX JURISDICTION AM UNT 0E3g69698 D89s:;9698 PO$9G$698 . COCA COLA B6TTLIgG CO BUSINESS PI;R80NAL PROPERTY COCA—COLA BOTTLING Co 13127 NOEL ED STE 900 TAXES DUE DALLAS TX 75240-1355 AMOUNT DUE IF PJUD IN; PER 4. MAR APR ggs,egg, TAXES ARE DUE UPON RECEIPT AND MAY 291 1 pig,as BECOME DELINQUENT FEBRUARY 1ST, JUNIZ96,1 7 i TAXING TOTAL HOWS7SAD OVER B5l OISABt.6D 'TAXABLE TAB( RA-M TAX JURISDICTION ASSESSEp t:xzmpTtohl 'PISAaLED VET VALUE PER 8100 AMOUNT 4 1 TAMES UUE 3 IF PAID IN. FEE aC 54 Pr party taxes in Tbvzm we agpersed op of JehumY tat of eadh yaar and cover a period of one year from 1hpt data. MA Atq Propae'ty IN aacasmad sr! IQA% ippevised ypIlm, homaetoed property increasaa pre capped of 10% per year Tor APRtaK purposea. The tax atatutaa makes no prgyitlan for prorating of tafrtae based an owtherehip chan®cs awintr the "or wuh th* � axdaptton of over-se exemption accounts. MAY Thugs tax siatutoc alga,rnoka ho WoVlatan fm prorptine In eeee the proparty IN dlaposad of during the GAI4noor year. 1f yore awned trio propany dnrnribed on the sox atamment on Jmu,p ry 1st, then you area rasppnat0iq to sae the taxee era pale for the Entire yGRr. Nowowners are *ubjoot to s tax Ilan bainq plwoad on Nos praparty 18r any gnpaid taxes, RFIAI SSTATfi TAX ST4 ISVIENTS: It you Sald the property prior to Jerwery 1, soaz,plaeae return tfilc eta;geryatit to 'Amvg th Rhe dote you sot an the, purchaser a name and pddrq*s. N671Cti• Tawas than remain uppoid after dahuary at ahatl accrue penalty and Interest ohfq•da+d at the maximum rates pdrrditted tMdat the let" of '64 tatato of Y'axax, 2002 TAX STATEMENT EAQLB MOII►#TAIN-BAt31NAW �A 2 0' JANA HAYS,TFti(ASSkSSOR/CQLLRCTGR P.fa_I�ox7a�l6o FORT WORTH,TX 76179 PROPE"VALUES (817)2332-QBSQ X 222 OR 223 LAND OWNER:, HOMESITS COCA—COLA BOTTLING CO NON HOMESITE 1372,7 NOEL RD STE 900 AG MKT DALLAS TX 75240+-13E5 AG USE IMPROVEMENTS LEGAL: HOMESITE 08969658 PQ89G9698 NON HONIESITE 0003400 rOS$IL CREEK OTHER VALUES COCA COLA. BOTTLING Co PERSONAL 16,614,921 9USINESS PERSONAL PROPERTY NIIiUERAL$ TOTAL ASSESSED 16 614 92� 4 a RECEIPT # 8969698 Juo , 30. 2003 1 : 10PM No ,2113 P. 14 npt", 09 p: 03=44p P»3 2002 TAX STATEMENT EAGLE MOUWAIWSAGINAW LS.D, MORTGAGIA JANA HAYS,TAX ASSESSCRMOLLECTOR COMPAniv PIO.BOX7818d ... .r RECEIPT 00446802 FORT WORTH,T9 76179 10 MORTGACIV COMPANY IS NOT BL01( ' MbEIYQAQ@ COMPANY HAS BlgM NQTIPIQO OP TAim9 DUt FORWARDINQ AND ADDRI=$s•C0RRrr0llON REAUEVED TAXING TAX URISDICTION AMOUNT 04414802 04414802 14555 3 1 FOSSIL CR9NK #k1 ADDITION BLK 3 LOT 1 , ACf 40.6339 COCA COLA BOTTLING CO, 13727 NOEL RD STE 9*0 TAXES DUE DXLLAS TX 7524Q-1355 AMOUNT DUE IF PAID IN., FEB MAR APR TAXES A e DUE UPON RECEIPT AND MAY 107,717 85CQME OELINQUON'Y FEBRUARY 1 ST, JUN 7 TAXING TOTAL HOM6sT6Ao OVER 891 nlaARIAQ TAXABLE TAX RATE JURISDICTION ASSESSED DISABLED VRT VALyI� PER 0100 AAM�l�Tf KMW..-SAGT AW. R n ' .ys.Ayyy c c ■AXeTs DUBS J8 IF PAID IN. �a gyp, ry y p 'il prlR,altris a Tax as 4% 19 a�6ieeC value. hotnah gno Property and arm capped at ia%6 parry#•prhfordote. 1,11/+r� tar lwrpeaes. APR The kax mtmutos matrm no provifloo for prorating of tnxnei ttaatd qn wvnarahlp cnangec during the Yaar vrlth the MAY exaaptlem of over•63 exemptlah ndap➢M'lN, JUN Thmtro,tax st%=es also make no provlslon for prcratlan in amat:the vt'aperiy Is d1spaeed of during the aaktAt or year. It yw� ow 4d 1 a property geetribad on the t x ®tetemenr Qn Jam2ey 1#t t},vn you uo revpoel�ibla to see taxax ar4 preia ror t�ia an%eq year, *W Qwnors are audjeet to a tax Ilea Ow6g plaood an his property hr any unpaid tay{yc, R R6T71TE TAX 8Tf1TEm6NT$ if au void the nloo prior to January 1, 2QD2,olseaa return this ctzmAmant to Lis wld+�o at4 You soap and the prsehaar'a t�rirhre and agac, , NOTIy @ 76 as at remslrt anpalti altar nary 21 shall aodcua oQnalcY and intsrvat charged at the maxlo*" rates Permlttad under to Iowa of tna Ettaca a4 Taxes. 2002 TAX STATEMENT JAN 2 EAGLE MOUNlrAlwsAQItYAW I.S,Q. JANA MAYS,TAX Aj98P-3qORjj;OLLECT0A P.O.50)(PRIS0 FORT WORTH,TX 76179 PROPERTY VALUES (B17)232-WBG X;1=OR223 LAND OVMER. HOMEWTE COCA QOLA BOTTLING CO r NON HOWIESITIE 13727 NOEL RD STE 900 AG MKT - DaLLAS TB 75240-1345 A(3 USE IMPROVEMENTS LEGAL HOMESITE 3 49 9 5 0 4414 8 0 2 14555 3 1 NON HOMI~SITE 0003400 FOSSIL CREEK OTHER VALUES FOSSIL C17FEX #1 ADDITION PERSONAL SLY 3 LOT 1 MINERALS, TOTAL ASSESSED 6,150,0001 ACRES: 40.6339 RECEIPT #04414802 i R'g a Jun .30. 2003 1 . 1 OPM . ��-�1r 10�z Feb 28 2003 l.'No', 2113 P.O. 15 BETSY PRZCF 100 E,Weatherford, Fort Worth TX 76196 a TARRANT COUNTY t, �IT�IT B (517) 884,1100 u, e-mall.iaXoffce@tarranwour)ty,opm " TAx AssFSSOR-CQL,LEtY 11'011 web;WWW,tlrrantcounty,com ORIGINAL RECEIPT � DATE: 02/29/2003 LEGAL; f-OSSIL CREEK#1 ADDITION ACCOUNT: 0000441002 BLK 3 LOT 1 OWNER: COCA COLA BOTTLING Co, PARCEL ADDRESS; 0003400 FOSSIL CI4InEK BLuO EXEMPTIONS: PION; 14555-8.1 ACRES: 40,6339 RECEIPT*35775.494 CHECK#; 02332216 DEPOSIT#:200302071476-20Q2/tcrps , ,EAR, TAXING ENTITIES VALUE PER $10D'` PAY TYPE RATE PAID BASF;TAB.FAIb.: 1N7REST P'A►D 2002 ARRANT COUNTY 6,150,00 0.27250 L 01/3112003 16,75-8.7 0.0 2o02 T G COLLEGE 6,150,000 0.13938 L , 01/3112o03 8,571,67 0.00 2002 FT WORTH CITY 6,150,000 0,86600 L 01/31/2003 53,197.50 0,0 2002 REQ WATER DIST 6,150,00 01ti2000 L 01/31/2003 1,230,o d,0 2002 T C HOSPITAL 6,150,001 0.2.3240 L 01/3112003 1d,292,6 0.0 AMOUNT T PI 6 6 94,050. 2 At4?tOUAI`t'►SAID PAYER:COCA..COLA BOTTLING CO BASE TAX 94,060.72 13727 NOPL,RD STE goo TOTAL PAID 94,050.72 DALLAS TX 75240-1355 REMAINING AMOUNT DUE AS OF 02/28/2003 $0.00 ....................w........,�. ....... •.ni-.-nn rtn hh.l y...hl.•lir+hy+, ♦. -f p.h...........T...1. rth.yF�•I./hhl .•♦!h•n..•... ..........- COCA CQLA8017LINGCQ, " THIS IS A REC-EIP:T' h..rtrt REMAINING AMOUNT DUE ! AS OP 02/28/20Q3 00004414807 Il�ll�l�lull�ll��lll��f1�I�1�11�I�1�1�I� COCA-COLA BOTTLING CO 13727 NOEL, RD STE 900 Macke checKs payable to DALLAS TX 75240-1355 BETSY PRIC5, TAX ASSESSOR-COLLECTOR PO BOX 961018 FORT WORTH TX 76161-0018 000044148Q2 QQ96069074 g1300000000 003476002q 08282DQ320000 J ui 3 0 . 2003 1 : 11 PM PRICE F ax-81(B'341052 Feb 28 2003 O o _2113 F rP • 16 BETSy 100 E. Weatherford, i;orr Worth TX 761$6 (817) 884-1100 TA1zl3AivT COUNTY e-mail:taxoffob0tarrantcount .cam o- TAX ASSESSD(�-COLLECTnR y web:www.tarrantooun ty.com ORIGINAL RECEIPT 1 DATE: 02/28/2003 LEGAL,, COCA COLA BOTTLING CO ACCOUNT; 09008969698 BUSINESS PER,90NAL,PROPERLY OWNER: COCA-COLA BOTTLING CO PARCEL ADdRBSs: 0003400 FOS$IL CREEK BLVD EXEMPTIONS: PION; P ACRES: 0 RECEIPT#:3577$496 CHECK#:02332218 DEP051T ;200302071476.402/tcrps r YEAR. TAXING ENTITIES .",.VAI Ulr. .. PAR$100 PAY Type bA7 F?AICi BASE TA. X PAID , INTIEREST PAID 2002 FT WORTH-CITY 16,614,921 0.86500 L 01/31/2003 143,719,0 0.0 2002 rARRANT COUNTY 1$,614,921 0.21250 L 01/31/2003 45,275-8$ 0.0 2002 C HOSPITAI- 18,614.921 0.23240 L 01/31/2003 38,613.o8 0.0 2002 C COLLEGE 16,814,921 0.13938 L 01/31/2.003 23,167.88 0.00 2002 REG WATER DIST 16,614,921 0.02000 L 01/31/2003 3,3?_2 98 0.0 AM14oUNT TE O D 254,08$.67 AMOUNT PAIDPAYER;COCA-coLA BOTTLING CO aaSE TAX 25A.088.67 13727 NOEL RO STE goo TOTAL PAID 2 4,oss.s7 DALLAS TA 762Q0-1355 REMAINING AMOUNT DUE AS OF D217-8/2003 �o.aa ....... •...................... .................. COCA-COLA 60'i`TLIN6 CO THIS IS A kl�CEJP"T REMAINING AMOUNT DUB AS OF p2/28/20a3 p09o89i9698 Moo 1�111�11111��1111111111111�II�IIIill111111� COCA-COLA BOTTLING CO 1.3727 NOEL RD STB 900 DALLAS TX 75240-1355 Mgke ahet,st payabla to; BETSY PRICE, TAX ASSESSOR-COLLECTOR PO BOX 961018 FORT WORTH TX 76161-0018 00008169698 QU-56069074 00:54160024 022820DIE0000 °rfV� I I � i • T'h Wit` �'.��«�'` ..:+.Is3 �o�3.R� "��;3G✓�� R 1F-i Oil- MIR �r_th.0.� � c y, ya� f-<r+�zc'�,�f-"�7 a �t•� �.a��;�-t?�„a. �•,- ®:A� `F'+'� � � r{� ��_,. lt C � 7 IN I M5 j @alb s r - -1 O."a in, 05 "� `y�qua Y•"�"Y.•'y.� __.. _ �� .,r,� �•.z�M��t z :32Ego n'2 � • fr�«.,'' �i,-n s`�-."�`l'' r', `�1 ,r"f � o •` fire GM E 2- • to • Na , m oa EXHIBIT"E" PHASE H PROPERTY PET Bottle Blow Line Equipment, including: ® Bottle Blow Molds ® Bottle Descrambler ® Large Air Compressor ® Bottle Conveyor Line Equipment ® Bottle Air Dryer PHASE III PROPERTY Production Line Equipment, including: ® Water Filtration System ® Bottle Filling Equipment ® Mineral Injection System ® Various Packaging Equipment, including: Bottle Labeler Bottle Warmer Case Palletizer Bottle Blow Mold Bottle Descrambler City ®f Fort Worth, Texas "Agor a"d Council communication DATE REFERENCE NUMBER LOG NAME E 8/12/03 C-19710 17TAAGRMTCCE PAG 1 of 3 SUBJECT AUTHORIZE EXECUTION OF TAX ABATEMENT AGREEMENTS WITH COCA-COLA ENTERPRISES AND RELATED FINDINGS OF FACT BY THE CITY COUNCIL RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute Tax Abatement Agreements with Coca-Cola Enterprises (CCE) for a three phase project; and 2. Find that the statements set forth in the recitals of the attached Tax Abatement Agreements with CCE are true and correct. DISCUSSION: The real property subject to abatement in the attached Tax Abatement Agreements with CCE is located in the Fossil Creek Business Park in north Fort Worth. The City Council designated this property as Tax Abatement Reinvestment Zone Number 44. Project: CCE, an independent, public company traded on the New York Stock Exchange and in the business of marketing, producing, and distributing liquid nonalcoholic beverages to customers and consumers in their franchise territories, is planning an expansion of its Fossil Creek facility. The proposed expansion will consist of 110,000 square feet of warehouse space and 13,000 square feet of office space. The estimated cost of the expansion is $6,200,000. Taxable inventory is estimated to be $6,500,000 during Phase I, with the entire amount being taxable. CCE is also planning to acquire $300,000 in new taxable personal property during Phase I of the project. The expansion will make the Fossil Creek facility a favored location for the future development of a plastic molding line and a new bottling line. The plastic molding line, which will be Phase II is estimated to have an investment of $7,000,000 in personal property (equipment). The new bottling line, which will be Phase III is estimated to have an investment of $10,000,000 in personal property (equipment). If CCE decides to locate these operations in Fort Worth, they can be accommodated within existing space after the proposed expansion. While CCE is considering other possible locations for the expansion and future development, Fossil Creek is the preferred site of the study team. Employment: CCE will be retaining 591 employees of which 169 are Fort Worth residents and 81 are Central City residents. Additionally, a total of 48 new employees will be hired as a result of the three phase expansion. City of Fort Worth, Texas "ayor And C"Mouncit communication W W DATE* REFERENCE NUMBER LOG NAME E 8/12/03 C-1 9710 17TAAGRMTCCE 7 2 of 3 SUBJECT AUTHORIZE EXECUTION OF TAX ABATEMENT AGREEMENTS WITH COCA-COLA ENTERPRISES AND RELATED FINDINGS OF FACT BY THE CITY COUNCIL Utilization of Fort Worth Businesses:. Regarding utilization of Fort Worth based businesses, CCE has committed 25% of total construction spending to Fort Worth construction contractors and/or subcontractors during Phase I. Additionally, the company has committed 25% of total supply and service expenditures to Fort Worth companies. Utilization of Fort Worth M/WBE Businesses: Regarding the utilization of Fort Worth Minority Business.E i nterprises (MBEs) and Fort Worth Women Business Enterprises (WBEs), CCE has committed 15% of total construction spending to Fort Worth' M/WBE construction contractors and/or subcontractors during Phase I. Additionally, the company has committed 15% of total supply and service expenditures to Fort Worth M/WBE companies. The City's M/WBE Office has reviewed the M/WBE participation and finds the proposal to be reasonable. Abatement Terms: CCE will receive a ten-year tax abatement on real and personal property for Phase 1, a ten-year tax abatement on Phase 11 for personal property, and a ten-year tax abatement on Phase III for personal property, each of which could reach a maximum'of 90% annually. However, if neither Phase 11 nor Phase III's personal property is placed on the real property within Tax Abatement Reinvestment Zone No. 44, by November 1, 2007, the Phase I abatement will be reduced to a maximum of 80% annually and the abatement will not be available for the Phase 11 and Phase III property. Each abatement incorporates CCE's construction/personal property expenditures, employment, and total supply and service spending. All existing property, real and personal, will continue to be fully taxed. Each abatement is structured as follows: Years 1-3 Years 4-10 Construction of New Building and Improvements 20% 0% Minimum investment of$6,500,000 (Real and Personal Property) for Phase I Minimum investment of$7,000,000 (Personal Property) for Phase 11 Minimum investment of$10,000,000 (Personal Property) for Phase III Fort Worth Contractors at least 25% of total in Phase I Fort Worth M/WBE Contractors at least 15% of in Phase I Employment 30% 30% Retain current 591 employees Maintain 169 Fort Worth (FW) residents maintain 81 Central City (CC) residents Reduce by 1 percentage point for each person below 591 total, 169 FW, and 81 CC City of Fort Worth, Texas "Agor A"d cou"Cil commu"ientio" DATE REFERENCE NUMBER I LOG NAME PAGE 8/12/03 C-1 9710 1 7TAAGRMTCC7E 3 of 3 SUBJECT AUTHORIZE EXECUTION OF TAX.ABATEMENT AGREEMENTS WITH COCA-COLA ENTERPRISES AND RELATED FINDINGS OF FACT BY THE CITY COUNCIL Additional Employment (Total of 48 for all three phases) 30% 50% 1 percentage point for every 3 FW residents above 169 (maximum abatement for FW residents is 15% in years 1-3 and 25% in years 4-10) 1 percentage point for each CC resident above 81 Fort Worth residents must always be at least 25% of total employment Annual Supply and Service Spending 10% 10% Minimum annual spending of$734,200 in all phases FW Companies at least 25% of total FW MANBE Companies at least 15% of total TOTAL ABATEMENT POSSIBLE 90% 90% Each tax abatement has a cap of 90% per-year. If the maximum abatement for all three phases is reached, the abated taxes are projected to be approximately $103,541 annually ($37,368 for Phase 1, $27,248 for Phase 11, and $38,925 for Phase 111). CCE is currently paying $ 247,037 in annual property and inventory taxes to the City of Fort Worth. This reinvestment zone is located in COUNCIL DISTRICT 4. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action does not require the expenditure of City funds. RR:r Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Reid Rector 6140 Originating Department Head: Tom Higgins 6192 (from) APPROVED 08/19/03 Additional Information Contact: Peter Vaky 7601 Ardina Washington 8003