HomeMy WebLinkAboutContract 46195-CA1 CITY SE METARY
CONTRACT NO.lq- — I
ASSIGNMENT OF TAX ABATEMENT AGREEMENT$ q1_I S
FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE
BY AND BEi VEETv LTviP TaAL T Y,—INC.AND AGNL BLADE,L.P.
This Assignment of Tax Abatement Agreement for Property Located In A Neighborhood
Empowerment Zone (this "Assignment') is entered into and effective as of February 14, 2018 by and
between LMP Realty, LLC, a Pennsylvania limited liability company f/k/a LMP Realty, Inc., a
Pennsylvania corporation, with its principal place of business at 820 Lincoln Avenue, West Chester,PA
19380 ("Assign,") and AGNL Blade, L.P., a Delaware limited partnership with a place of business at
245 Park Avenue,New York,NY 10167-0094("Assignee"), and is hereby acknowledged and approved
by the City of Fort Worth City Counsel(the"City Council').
RECITALS:
WHEREAS, Assignor and the City of Fort Worth (the "Clity") entered into a Tax Abatement
Agreement For Property Located In A Neighborhood Empowerment Zone for the property located at
1700 Meacham Blvd., Fort Worth, Texas (more fully described in the Abatement Agreement (defined
below) as the "Premises"), approved by the City Council through Mayor and City Council
Communication No. C-27039 dated October 14, 2014 (the "Abntenrent Agreement'). The Abatement
Agreement is attached hereto as Exhibit"A"and made a part hereof;
WHEREAS, the Abatement Agreement conditioned Assignor's eligibility for the contemplated
tax abatements upon, amongst other things, (1) Assignor's completion of certain improvements to the
Premises(defined as the"Project" in the Abatement Agreement and more fully described in therein);and
(2)continuous use of the Premises as a warehouse facility as required by Paragraph 1.3 of the Abatement
Agreement;
WHEREAS, the City Council has acknowledged that Assignor. (1) successfully and timely
completed the Project on or about February 2016, which included the construction of a 295,000 square
foot warehouse and certain other improvements, and (2) continuously utilized the Premises as a
warehouse,as required by Paragraph 1.3 of the Abatement Agreement;
WHEREAS,Assignor was not eligible for the tax abatement in 2016 because the Project was not
completed until February 2016,as provided by Paragraph 2.5 of the Abatement Agreement;
WHEREAS, Assignor entered into a sale/leaseback transaction with Assignee on or about
February 9, 2017 pursuant to which ownership of the Premises transferred to Assignee and concurrently
therewith, Assignor entered into a lease agreement ("the Leaseback"), as tenant, with Assignee, as
landlord,for the Premises;
NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto,
intending to be legally bound,hereby agree to the following terms and conditions:
1. Effective as of the date hereof,Assignor hereby assigns,transfers, sets over, grants and
conveys to Assignee all of the rights,title and interest of Assignor under the Abatement Agreement so
that the tax abatements previously granted with respect to the Project may be claimed by Assignee.
2. Effective as of the date hereof,Assignee, hereby accepts such assignment and agrees to
assume all of terms, conditions, rights, duties and obligations of Assignor under the Abatement
Agreement; provided, Assignee shall not assume any obligations of Assignor arising under the
Abatement Agreement prior to the date hereof.
�C0�0
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
3. The City Council hereby acknowledges and approves this Assignment, which shall be
effective as of the date hereof, and confirms that this Assignment shall not result in a restriction of
any rights or benefits under the Abatement Agreement.
4. Each of Assignor and Assignee represents to the other as follows: (i) it is authorized
to enter into this Assignment and no consent or authorization from any other party, person or
entity is required for the execution of this Assignment other than any consents or authorizations
that have been obtained on or prior to the date hereol, and (ii) it has not assigned, transferred or
conveyed any of its interest under the Abatement Agreement to any other party prior to the date of
this Assignment.
5. `Hie City Council represents to Assignor and Assignee that it is authorized to approve
this Assignment and no consent or authorization frorn any other party, person or entity is required
for the execution of this Assignment other than any consents or authorizations that have been
obtained on or prior to the date hereof.
6. All notices to Assignee shall addressed to Assignee at the following address:
AGNL Blade, L.P.
c/o Angelo, Gordon &Co., L.P.
245 Park Avenue, 24"'Floor
New York,New York 10167
Attention: Gordon J. Whiting
and:
AGNL Manager 111, Inc.
c/o Angelo,Gordon& Co., L.P.
245 Park Avenue,20' Floor
New York,New York 10167
Attention: Frank Stadelmaier
with a copy to:
Sheppard, Mullin, Richter& Hampton LLP
2099 Pennsylvania Avenue, Suite 100
Washington, DC 20006
Attention: Michele E. Williams, Esq.
and a copy to:
LM P Realty, LLC
820 Lincoln Avenue
West Chester, PA 19380
Attention: Edward v. McAssey
7. Each party hereto agrees to cooperate with the other and to execute and deliver
such further instruments and documents and do all such further acts and things as such party may
reasonably be requested to do from time to time by the other party in order to carry out the
provisions and objectives of this Assignment.
8. Each party acknowledges that such party has not relied on or received a promise,
representation or warranty of any kind not otherwise contained or referred to herein to induce
such party to enter into this Assignment. Each of the parties hereto severally agrees that it has
read this Assignment, that it understands the contents thereof, and that each party is signing this
Assignment as its own free act and deed, without any persuasion or coercion on the part of
anyone, and with full advice of counsel,
9. Each party hereto hereby agrees that the State of Texas has a substantial
relationship to the parties and to the transaction contemplated herein, and in all respects
(including, without lintitirlg the generality of the foregoing, matters of construction, validity and
performance) this Assignment and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the State of Texas applicable to contracts made and
performed therein (without regard to its conflict of laws principles) and all applicable law of the
United States of America.
10. The parties hereby agree to waive any right to trial by jury with respect to any
action or proceeding brought by either party or any other person, relating to or arising out of this
Assignment. The parties hereby acknowledge and agree that this Assignment constitutes a
written consent to waiver oftrial by jury pursuant to any applicable state statutes.
11. This Assignment may be executed in two or more counterparts, and if so
executed each counterpart shall be deemed an original but all counterparts together shall
constitute one instrument. facsimile or pdf signatures shall be effective signatures for purposes
of finalizing and executing this Assignment.
12. If any term or provision of this Assignment or the application thereof to any party
or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to the parties or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision ofthis Assignment shall be valid and enforceable to the fullest extent permitted by
law.
13. This Assignment contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior written agreements of the parties with
respect to the subject matter hereof. This Assignment is binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
]Remainder of Page Intentionally Left Blank; Signatures on Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed
by their duly authorized representatives,all as of the day and year first above written.
ASSIGNOR:
LMP REALTY,LLC,
a Pennsylvani limited liability company
By:
ame: Edwar V. McAssey
Title: President
ASSIGNEE:
AGNL BLADE,L.P.,
a Delaware limited partnership
By: AGNL BLADE GP, L.L.C.,
a Delaware limited liability company,
its Gcncral Partner
By: AGNL MANAGER III, INC.,
a Delaware corporation,
its Manager
By: ')�
Name: Gordo Whiting
Title: President and Managing Direc
ACKNOWLEDGED AND AGREED TO BY
THE CITY C01IN L AS OF Fee Pruc9 Yl L`b
c.-O aten
By: `r.
Name:
Title: gY1q�`e r
A S
FO
ary kayser, City Secretar
.:
APPROVED AS TO FORM AND LEGA A'7
Melinda Ramos
Sr.Assistant City Attorney
M& C: C-28576
ao►g� 30�-��0
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
i
COY SECMAW i
CONTRACT NO, �J
TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD
EMPOWERMENT ZONE
1700 Meacham Boulevard
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 David Cooke,its duly authorized City
Manager, and LMP Realty, Inc., ("Owner") of property located at 1700 Meacham Boulevard, Lot
IRA, Lasko Industrial Addition, being 37.950 acres of land located in the William B. Tucker Survey,
Abstract No. 1515 and the John Bursey Survey,Abstract No. 122 and compromising all of Block 1-R,
Lasko Industrial Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat
recorded in Cabinet AQ, Slide 285,Plat Records,Tarrant County,Texas.
The City Council of the City of fort Worth ("City Council") hereby finds and the City and
Owner hereby agree that the following statements axe true and correct and constitute the basis upon
which the City and Owner have entered into this Agreement: ,
A. Chapter 378 of the Texas Local Government Code allows a municipality to create a
neighborhood empowerment zone if the municipality determines that the creation of the zone would
promote:
(1) the creation of affordable housing,including manufactured housing in the zone;
(2) an increase in economic development in the zone;
(3) an increase in the quality of social services, education, or public safety provided to
residents of the zone; or
(4) the rehabilitation of affordable housing in the zone.
B. Chapter 378 of the Texas Local Government Code provides that a municipality that
creates a neighborhood empowerment zone may enter into agreements abating municipal property
taxes on property in the zone.
C. On July 31, 2001, the City Council adopted basic incentives for property owners who
own property located in a Neighborhood Empowerment Zone, 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, titled "Neighborhood
Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"), these were readopted on May 6,
2014(Resolution No. 4319).
D. The NEZ Incentives 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").
E. On November 12, 2013, the City Council adopted Ordinance No. 21034
("Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No. 37," City of Fort
Worth, Texas ("Zone") and adopted Resolution No. 4260 establishing "Designation of 28t"
Street/Meachaln Area as a Neighborhood Empowerment Zone"("NEZ").
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NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard
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F. Owner owns certain real property located entirely within the Zone and that is more
particularly described in Exhibit"I", attached hereto and hereby made a part of this Agreement for all
purposes (the"Premises").
G. Owner or its assigns plan to construct a Warehouse, more particularly described in
Section 1.1 of this Agreement, on the Premises(the"Project").
H. On July 28, 2014, Owner submitted an application for tax abatement to the City
concerning the Premises (the "Application"), attached hereto as Exhibit "2" and hereby made a part
of this Agreement for all purposes.
I. On or about October 16, 2014, Owner was informed that the footprint of the
Warehouse would have to be reduced from 309,000 square feet to appx. 295,500 square feet to avoid
intrusion on a stomn water drainage channel (an the east side of the building lot) sufficient to obtain
necessary Project approval from the United States Army Corps of Engineers.
J. The contemplated use of the Premises, the Required Improvements, as defined in
Section l.l, and the terms of this Agreement are consistent with encouraging development of the
Zone in accordance with the purposes for its creation and are in compliance with the NEZ Incentives, i
the Ordinance and other applicable laws,ordinances,rules and regulations.
K. The terms of this Agreement, and the Premises and Required Improvements, satisfy
the eligibility criteria of the NEZ Incentives.
L. 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 Premises is located.
NOW, THEREFORE; the City and Owner, for and in consideration of the terms and
conditions set forth herein,do hereby contract,covenant and agree as follows;
1. OWNER'S.COVENANTS.
1.1. Real Property Improvements.
Owner shall construct, or cause to be constructed, on and within the Premises certain
improvements consisting of a warehouse of at least 295,500 square feet in size, and having a
construction cost upon completion of$9,100,000.00 including site development costs but such
minimum construction costs shall be reduced by any construction cost saving(collectively,the
"Required Improvements"). The type, preliminary site plan, and conceptual elevation of the
Required Improvements are described in Exhibit"3". Tarrant Appraisal District trust appraise
the property (improvements and land) within 10% of$9,100,000.00. Owner shall provide a
copy of the final construction invoices, and final site plan to City once it is approved by the
Department of Development and the parties agree that such final site plan; construction
invoices shall be a part of this Agreement and shall be labeled Exhibit"4". The final site plan
shall be in substantially the same form as the preliminary site plan. Minor variations, and
more substantial variations if approved in writing by both of the parties to this Agreement, in j
the Required Improvements from the description provided in the Application for Tax I
Abatement shall not constitute an Event of Default, as defined in Section 4.1,provided that the
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conditions in the first sentence of this Section 1,1 are met and the Required Improvements are
used for the purposes and in the manner described.in Exhibit"3".
1.2. Completion Date of Required Improvements.
Owner covenants to substantially complete construction of all of the Required
Improvements within two years from the date of Council approval of the tax abatement. The
abatement will automatically terminate two years after Council approval if a building permit
has not been pulled and a foundation has not been poured, unless delayed because of force
majeure, in which case the two-years 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, delays caused by adverse
weather, delays in receipt of any required permits or approvals from any governmental
authority, or acts of God, fires, strikes, national disasters, wars, riots and material or labor
restrictions, and shortages as determined by the City of Fort Worth in its sole discretion,which
shall not be unreasonably withheld, but shall not include construction delays caused due to
purely financial matters, such as, without limitation, delays in the obtaining of adequate
financing.
1.3. Use of Premises.
Owner covenants that the Required Improvements shall be constructed and the
Premises shall be continuously used as a warehouse and in accordance with the description
of the Project set forth in the Exhibit"3". In addition, Owner covenants that throughout the
Term, the Required Improvements shall be operated and maintained for the purposes set
forth in this Agreement and in a manner that is consistent with the general purposes of
encouraging development or redevelopment of the Zone.
2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS,
Subject to and in accordance with this Agreement, the City hereby grants to Owner real
property tax abatement on the Premises,the Required Improvements, as specifically provided in this
Section 2 ("Abatement"). Abatement of real property taxes only includes City of Fort Worth-
imposed taxes and not taxes from other taxing entities.
2.1. Amount of Abatement.
s
The actual amount of the Abatement granted under this Agreement shall be based
upon the increase in value of the Premises and the Required Improvements over their ,
values as determined by TAD on October 14, 2014, and this amount is $296,578.00 the
year in which this Agreement was entered into:
One Hundred percent (100%) of the increase in value from the
construction of the Required Improvements.
i
If the square footage requirement and the appraised value of the Required
Improvements are less than as provided in Section 1.1 of this Agreement, except that
such minimum construction costs shall be reduced by construction cost savings, Owner
shall not be eligible to receive any Abatement under this Agreement, i
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2.2. Increase in Value.
The abatement shall apply only to taxes on the increase in value of the Premises due
to construction of the Required Improvements and shall not apply to taxes on the land, nor
shall the abatement apply to mineral interests.
5..
2.3. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this Agreement,
Owner's Abatement in any given year shall be based on the increase in value of the Premises
over its value on October 14, 2014, including the Required Improvements, up to a maximum
of$13,650,000.00. In other words, by way of example only, if the increase in value of the
Premises over its value on October 14, 2014, including the Required Improvements,in a given
year is$15,500,000.00, Owner's Abatement for that tax year shall be capped and calculated as
if the appraised value of the Premises for that year had only been$13,650,000,00.
2.4. Protests Over Appraisals or Assessments. t
Owner shall have the right to protest and contest any or all appraisals or assessments
of the Premises and/or improvements thereon.
2.5. Term.
The term of the Abatement (the "Term") shall begin on January 1 of the year
following the calendar year in which a final certificate of occupancy is issued for the
Required Improvements ("Beginning Date") and, unless sooner terminated as herein
provided, shall end on December 31 immediately preceding the fifth (5t`) anniversary of the
Beginning Date.
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2.6. Abatement Application Fee. I
The City acknowledges receipt from Owner of the required Abatement application fee
of one half of one percent (.5%) of Project's estimated cost, not to exceed$2,000. The
application fee shall not be credited or refunded to any party for any reason.
3. RECORDS AUDITS AND EVALUATION OF PROHCT.
i
3.1. Inspection of Premises.
Between the execution date of this Agreement and the last day of the Term and for five
(5) years after termination("Compliance Auditing Term"), at any time during normal office s.
hours throughout the Terra and the year following the Term and following reasonable notice
to Owner, the City shall have and Owner shall provide access to the Premises in order for the
City to inspect the Premises and evaluate the Required Improvements 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.
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NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard i-
Approved by M&C C-27039, October 14,2014'
3.2. Audits.
The City shall have the right to audit at the City's expense 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 applicable Records available to the
City on the Premises 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 March 1 following the end of every year during the Compliance
Auditing Term and if requested by the City, 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 number and dollar amounts of all construction contracts
and subcontracts awarded on the Project.
Failure to provide all information within the control of Owner required by this Section 3.3
shall constitute an Event of Default, as defined in Section 4.1.
3.4. Determination of Com lianee.
On or before August 1 of each year during the Compliance Auditing Term, the City t
shall make a decision and rule on the actual annual percentage of Abatement available to
Owner for the following year of the Term and shall notify Owner of'such decision and
ruling. The actual percentage of the Abatement granted for a given year of the Term is
therefore based upon Owner's compliance with the terms and conditions of this Agreement f
during the previous year of the Compliance Auditing Term.
4. EVENTS OF DEFAULT.
4.1. Defined.
Unless otherwise specified herein, Owner shall be in default of this Agreement if(i)
Owner fails to construct the Required Improvements as defined in Section 1.1.; (ii) ad valorem
real property taxes with respect to the Premises or the Project, or its ad valorem taxes with
respect to the tangible personal property located on the Premises, 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) OWNER DOES
NOT COMPLY WITH CHAPTER 7 AND APPENDIX B OF THE CODE OF
ORDINANCE OF THE CITY OF FORT WORTH (collectively, each an "Event of f.
Default"). k
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4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred, the
City shall provide a written notice to Owner that describes the nature of the Event of Default.
Owner shall have sixty (60) calendar days from the date of receipt of this written notice to
fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will
require additional time to cure the Event of Default, Owner shall promptly notify the City in
writing, in which case (i) after advising the City Council in an open meeting of Owner's
efforts and intent to cure, Owner shall have ninety(90)calendar days-from the original date of
receipt of the written notice, or(ii) if Owner reasonably believes that Owner-will require more
than ninety (90) 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 1Liguidated Damages.
If an Event of Default, which is defined in Section 4.1, 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
Premises and in the vicinity of the Premises; (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 there from 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 not be eligible for the Abatement for the remaining Term and
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 Premises. Otherwise, this amount shall be due, owing
and paid to the City within sixty (60) days following the effective date of termination of this
Agreement. In the event that all or any portion of this amount is not paid to the City within ='
sixty (60)days following the effective date of termination of this Agreement, Owner shall also
be liable for all penalties and interest on any outstanding amount at the statutory rate for
delinquent taxes, as determined by the Code at the time of the payment of such penalties and
interest. Notwithstanding anything herein to the contrary, damages due under this paragraph
shall be the sole responsibility of LMP Realty,Inc.
4.4. Termination at Will.
I
If the City and Owner mutually determine that the development or use of the
Premises or the anticipated Required Improvements are no longer appropriate or feasible, or
that a higher or better use is preferable, the City and Owner may terminate this Agreement in
a written format that is signed by both parties. In this event, (i) if the Term has commenced,
the Term shall expire as of the effective date of the termination of this Agreement; (ii) there
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shall be no recapture of any taxes previously abated; and (iii) neither party shall have any
further rights or obligations hereunder.
4.5. Sexually oriented Business&Liquor Stores or Package Stores,
a. Owner understands and agrees the City has the right to terminate this
agreement if the Project contains or will contain a sexually oriented business.
b. Owner understands and agrees that the City has the right to terminate this
agreement as determined in City's sole discretion if the Project contains or will contain a
liquor store or package store.
5. EFFECT_O)F_SALE OF PREMISES.
Company may assign this Agreement and all or any portion of the benefits provided
hereunder to LMP Realty, Inc., or an Affiliate without the consent of the City,provided that(i)prior
to or contemporaneously with the effectiveness of such assignment, Company provides the City
with written notice of such assignment, which notice shall include the name of the Affiliate and a
contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all
terms and conditions of Company under this Agreement. For purposes of this Agreement, an
"Affiliate" means all entities, incorporated or otherwise, under common control with Company,
controlled by Company or controlling Company. For purposes of this definition, "control" means
fifty percent (501/6) or more of the ownership determined by either value or vote. Company may not
otherwise assign this Agreement or any of the benefits provided hereunder to another party without
the consent of the City Council, which consent shall not unreasonably be withheld or delayed,
provided that (i) 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 Company under this Agreement. Any attempted assignment
without the City Council's prior written 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.
r
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 Ed McAssey
Attn: City Manager Chief Operating Officer
1000 Throckmorton Lasko Products
Fort Worth, TX 76102 820 Lincoln Avenue
West Chester,PA 19380
r
and
Housing&Economic Development Department
Attn: Jay Chapa, Director
1000 Throckmorton
Foil Worth, TX 76102
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7. MISCELLANEOUS.
7.1. Bonds.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
7.2. Conflicts of Interest.
Neither the Premises nor any of the Required Improvements covered by this
Agreement are owned or leased by any member of the City Council, any member of the City
Planning 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"3",the body of
this Agreement shall control. As of October 14, 2014, the City is unaware of any conflicts
between this Agreement and the City's zoning ordinance or other ordinances or regulations.
7.4. Future Application.
A portion or all of the Premises and/or Required Improvements may be eligible for
complete or partial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement shall not be construed as evidence that such exemptions do not
apply to the Premises and/or Required Improvements,
7.5. Ci Council Authorization.
This Agreement was authorized by the City Council through approval Mayor and
Council Communication No. C-27039 on October 14, 2014, which, among other things,
authorized the City Manager to execute this Agreement on behalf of the City.
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 full 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 tern 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.
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NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard
Approved by M&C C-27039, October 14,2014
7.7. Owner Standin .
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. Severability. E
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.
7.10, .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.
7.11. Entirety of A reemen#.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between
the City and Owner, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement. This Agreement shall
not be amended unless executed in writing by both parties and approved by the City
Council. This Agreement may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument.
(REMAINDER OF PAGE INTENTIONALLY BLANK)
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Page 9 of 12
NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard
Approved by M&C C-27039, October 14,2014
City of Fort Worth: LMP Realty,
By:
Fernando Costa Edward V. McAssey II •esident
Assistant City Manager
F OR
ATTEST: go40�
0
By.
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Al
APPROVED AS TO FORM AND LEGALIT
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Melinda Ramos
Sr, Assistant City Attorney
M & C: C-27039
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, 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 said CITY OF FORT WORTH, TEXAS, a municipal
corporation, 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 said City for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 610� day of
4/, , 2014.
`"YP" :VOiJIADANIEIS
otar Public in and for ,'4��" '94r, NoTaryJlic,State of Texasthe State of Texas ' any misslan>xp[res
`',FOFVa`' y 10, 2017 €E`
�nxu+" E
sarad�eaunram.•umaccas�9-s E
Notary's Printed Name
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Page 10 of 12 i
NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard 3
Approved by M&C C-27039, October 14,2014
COMMONWEALTH OF FENNSYLVANIA§
COUNTY OF CHESTER§
BEFORE ME, the undersigned authority, on this day personally appeared Edward V. McAssey III,
President of LMP Realty, Inc., known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the act and deed of LMP
Realty,Inc..
GIVEN UNDER MY HAND AND SEAL OF OFFICE this � day of
Gov , 2014.
Notary Public in and forNOTARIALSM
The Commonwealth of Pennsylvania RVAN0DRG% 1pl
Notary's Printed Name
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Page 11 of 12
NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard �
Approved by M&C C-27039, October 14,2014
Exhibit 1: Property Description
Exhibit 2: Application: (NEZ)Incentives and Tax Abatement
Exhibit 3: Project description
Exhibit 4., Final Construction Invoices and Final Site Plan(to be attached after construction)
Page 12 of 12
NEZ Tax Abatement with IMP Realty,Inc., 1700 Meacham Boulevard
Approved by M&C C-27039, October 14,2014
Exhibit 1.
Property Description
1700 Meacham Boulevard, Lot IRA,Lasko Industrial Addition,being 37.950 acres of
land located in the William B. Tucker Survey,Abstract No. 1515 and the John Bursey
Survey, Abstract No. 122 and compromising all of Block I-R,Lasko Industrial Addition
to the City of Fort Worth,Tarrant County,Texas, according to the Plat recorded in
Cabinet AQ, Slide 285, Plat Records,Tarrant County,Texas.
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Exhibit 2
a
? FORTWORTH A.pplicatianNo.
CTPY OF FORT WORTH
NEIGH13ORROOD EMPOWERMENT ZONE' (NEZ) PROGRAM
PROJECT CERTIFICATION APPLICATION
1, .APPLICATION CHECKLIST - Please submit the following documentation:
A completed application form
Q' A list of all properties owned by the applicant,owner,developer,associates,principals,partners,and agents
in the City Fort Worth
❑ Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the
application fee is$25.00.For multifamily,commercial,industrial,commercial facilities,and mixed-use tarp
abatement applications:0.5%of the total Capital Investment of the project,with a$200,00 minimum and
not to exceed$2,000,00,For residential tax abatement applications:$100.00 per house.
[+ Proof of ownership,such as a warranty deed,affidavit of heirship,or a probated will OR evidence of site
control,such as option to buy(A registered warrPuty deed is required for tax abaterneut applicstxon.)
Title abstract of the property(only if applying for release of City liens)
A reduced 11 x17 floor plan,site plan,and site elevation with
a written detailed project description that includes a construction time line
A detai led line item budget showing the cost breakdown for the project
[r7 Copy of Encorporation Papers noting all principals,partners,and agents if npplfcnble
Required-Meet with the Council-member and Neighborhood&other Organizations representing the NEZ
as outlined in the Public Notice 3requirement of the NEZ Polley and GW dellnes revised April 6,2004 or
followed guidelines of NDZ Strategic Plan if a Strategic Plan is in place for the specific NEZ.
❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development
Corporation(For projects located in Woodhaven NItZ only)
INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED
DOCUMENTS SHOWN IN THE ABOVE CREC(MIST ARE SUBMITTED WITHIN 30 DAYS AFTER THE i
APPLICATION IS RECEIVED.
YOU MUST' APPLY FOR TAX ABATEMENT BEFORE ANY )WILDING PERMITS ARE ISSUED FOR YOUR
PROPERTY AND BEFORE ANY 11"ROVEMENTS ARE MADE TO YOUR PROPERTY. IT TAKES 60 TO 90 j
BUSVXSs DA-ys TO COMPLETE, THE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER THE
ISSUANCE OF NEZ CEltTIFICATION DEPENDING ON THE COIV pLEXrI1Y OF YOUR. PROJECT. ALL
BUILDING PERMITS MUST BE PULLED ' n'B(KN T fE 12 MONTH PERIOD THAT CERTIFICATION WAS
APPROVED,OR WITIEN THE 12 KONTH PERIOD THAT HE TAX ABATEMENT WAS APPROVED,OR YOU
WILL BE REQUIRED TO RE-APPLY I,'ORNRZ INCENTIVES. '
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rr apv_LI�Ai�T��A.�i i
1, Applicant, Lmr 51 2. ContnctPersoa: +; RO&I 1]
3. Address: �: i�A4-es FA EN.02.2 FT.
"� ����
Street City I State Zip
4. Plimie no.: S. Fax No.:
G, Entail: ?
7. Agent(if any)
S. Address:
State Zip
Street City
9. Phone no,: 'Z�� •�'�� • R�i�7�{ -- 10. FaxNo.:
. 11. laznail.
Revised July 12,2011
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F�QR�V �RTH ApplcationNo.
PROJECT FLIGIBILI y
L Please list doyen the addresses and legal descriptions of the project and other properties your
organization owns in Fort Worth. Attach metes and bounds description if no address or legal
description is available. -Attach a map showing the location of the project.
Table 1 P hip IF CAT d4G4HF=:P
-Address Zip Cade n
Pro'ect Location Subdivision Name Lot Na. Block No.
lla9 MEAe,H-AM `Iry 100 LAMe4o !MRj.IX•App t R 2 R
L I 1 R
Other properties owned in the My of Fort Worth -continue on a separate sheet and attach if necessary.
2. For each property listed•in Table 1,please checlt the boxes below to indleate if.
• there are taxes past due,or
there are City liens;ox
• you (meaning the applicant, developer, associates, agents; principals) have been subject to a Building
Standards Commission's Order of Demolition where the property was demolished Within the last ftve
years.
'gable 2 Property Taxes and City Liens
Property City Liens oA Property
Address Taxes Weed Board-up/Open Demolition Paring Order of
bun ,Liens Stacture Liens Liens Liens .Demolition
�LlGf4EEl
❑ ❑ ❑ ❑ ❑
❑ ❑ 11
❑ ❑ ❑
El
❑ W ❑ El ❑
_ ❑ Li ❑ ❑
- Li ❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑
Li
❑ ❑ ❑ .
(Please Attach additional sheets of paper as needed)
• I
If there are taxes due or liens against any property in the City of Fort Worth you may not be eligible
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for NFZ incentives i
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Revised July 12,2011 2
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FORTWORTH AppicationNo. - ---
3. Do you own other properties under other names? [ Yes❑No
If Yes,please specify
4. Does the proposed project conform�With �om!rtwotb Yes ❑No
If no,what steps are being taken to insure compliance?
$• Project ❑ ❑ ❑ ❑ p
❑Type: Single Family Multi-1~arnilyCommercial nusraommunFacilities Mixed-Use
❑owner Oceupiod
❑dental Property (�
S. Please describe the proposed rekdsoUa�-W commercial project: �,] �1 Y >t1I
7, If your project is a cominer-cial,industrial,or mixed-use project,please describe the types of
businesses that are being proposed:
WArR
8, is this anew conAmetion or rehab project? Alew Construction ❑'Rehab
9. $ow much is the total development cost of your project?
10, Will the eligible rehabilitation worlO equal to at least 30% of the Tarrant Appraisal District(TAD)
assessed value of the structure during the year rehabilitatiou occurs? ❑Yes ❑Iwro
*Eligible rehabilitation includes only physical improvements to teal property, It does NOT include;
Front yard fencing consisting of chain-link or solid material construction;personal property such as furniture,
appliances,equipment,and/or supplies.Total eligible rehabilitatioa costs shall equal to or exceed 30%of the
TAD appraised vabse of the structure during the year rehabilitation occurs.
U.How nauch is the focal square footage ofyour project' square feet
_ -:r�,A3 _z- `.14:. - - - .5..5•" e3��1. '��:�.�'•A.J.iI-lO��'� -�..40� •����'-�,GQR�IYF.S'6
- .: , ars tars& rneb y{]easep7reFr nesatt. F E.,;.:
F'M
- :.7n= ;.tr.it X,1`BZ�-:�'[;ply. n. :��:;:-:•'iv"f ."3<'��2, =_Ss.:r- .t-yC �I;a.��:-#.'•-'.i:�•%ers;Y-?:r;. --. .5•'�
.sv
12,For a single-family homeovvnershi mixed-use or multi-family develo ment ro'ect,please fall out
the number of residential units based on income range of owners or renters in the following table.
Table 3 Number of Residential Units and Income Range of Owners or Renters
<{: :r• ;,. �:�.. ber;ofU`it�`t:: _v. .:. -.ei'c. n ;s>
Sit. fit:. F.4`.
> 30%of AMFI*'4 r AdfFL 1�1
At or below 80%of AMFI
p1�Y y.1 +: - ]':' - _ .F :.$:•��lystx?i' ±,��.:fi:i�?.i 2:'rrrE'.i:3k}.`. y_ _ _ [�4•. :,�?r?'
Y`H.^4^`RL !�C 4•'1 ..{!� _ .fi• ;�s,'-':l: _ :�.i-.':�.f..:w'I..l..i � . :+e: -
S!.
=*AWI:Area Median Family'Incorne. Plcase see attachmom for income and housing payment guidelines.
13,For a multi#amil ro ect to be qualified for tax abatement, at least 20% of total units shall be
affot-dable to families at or below 80% of AMFL Check the box if you are requesting a'waiver of this
requirement. ❑
1.4. For a commercial, industrial or community facilities project, indicate square footage of non-
residential space.
..S` . :.:ir..:.;�ti.i�lf;4i��;`.; lV
_ _ -r- ;^ iw:. ;=? '¢y•y `'g ' ' y{p� Jl ,Ii -square feet square fea
Revised July 12,2011 3
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FORT WORTH Application.No,
15,How much will be your Capital Brvestrneat*** on the project?Please use the following table to provide
the details and amount of your Capital Investment(Attached additional sheets if necessary).
Table 4 Itetnixed Budget of the 1?ro1ect
A#nannt.
14V YS/
***Capital investment includes only real poperty improvements such as new facilities land strucores,site improvements,facility
expnnsion, and facility modernization. Cnpital Investment DOES NOT include land acquisit-son costs and/or any existing
ttnprovemsnts,or personal property(such as machinery,equipment,and/or supplies or inventory).
16. For a comuercial Wdustrial cornmillait facMt or mixed•-use ro`ect how many employees will the
project generate?
17. For a mixed-use pyajeet,Please indicate the percentage of all uses in the project in the following table.
Table 5 Percentage of Uses in a Mixed-Use Project
- "��� �T '�: ''.��. f' �°�''•~S [tilire)E+'���a�e• ' •,. ''-�.: •�� _ '���crcenEAg@: -
Residential
WOO
Patin
Entertainment
Retail sales i
Service
Tots/
HI. WCEN' IVES What iuceutives are you applying fox?
Municipal Property Tax Abatements
Must pro lde Final PIat Cabinet and Slide for Tax Abatement Cabinet Slide
715 years ❑More than 5 years
❑/residential owner occupied ❑Residential Rental Property ❑Apartments(5 plus units) ❑Commercial
Develn rusntFeeWaivers
All building permit related fees(including flans Review and Inspections)
P',at applieatiz tary�la -foal plat; }t5r f ttrrepla#
❑ Zoning application fee ❑ Board ofAdjushuent application fee
❑ Demolition fee ❑ Structure moving fee
Community pacilitics Agreement(CFA)application fee
VM Street and utility easement vacation applicatiou fee
Impnet Fee Waivers_--The maximum water/wastewater impact fee waiver amount fora commercial, industrlal,mixed-
use,or community Facility development project is equivalent to the waterlwastewater impact tee of two 6-1rich meters
[' Water (Meter Size $_ ►r (No.of meters -92hlr— ❑Transportation
Release of City Liens !
❑ Weed liens ❑Paving liens ❑Board up/open structure liens ❑Demolition liens F
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Revised duly 12,201 l `i i
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1..hitrft redo 11141 rho Etsi'nrm4�n. pr4)Yided is- rota and nourate to the; beat of r4y l-myled.ge, 1 hereby
:ackntiWige th 000f &5iclrir nnriQ ,v`hicllo18rns t1;e g2atrtsng oFtnx a6etements, e
waivcYs ttif re]eatia �i' City. Rw-, and 1b9t sny VIOLA,',04 Of,dt$ t@ MI af'tlte NFZ, U*- .1�cenlitrn ar
MISTtI;PRESEl<NATION shalt�O tstitute graudd&for*cotxori ve al app1[nax n ar terrnitwtiort of#ncentives at tite
discretion of flie-city,
K uudtrstatd t[IAt thn-aPproVal Crf faB Waiva's am 9-odw inCplfdms A011 na be'damedtobeapptovalof ally rwyGOLof '
,1110 project I fond stand that I am responalble In*ob6 -ag.wquira�permits and.•inspeations from the city$rtd,rn
en'siFrlssg the.projG�,t is lcsaatcd 3,n�the en�seat zt�uiug;d1s)rlck, '
I vwersfand that r6y appl", furl W411 not ba psoecswd if it J5 idcoi iplela. T ag Tt3 to •pxAutde'any° addltinnai i
inffirnX&iiort£oZ tleteftninlni;alfli�ilitu as,rouesiact 3,y the P;ty,,.
1 t?!1 iJtli;�l T-i
�FP—.rffVD OR TWFV N-AW) f 1 01M+1}� f T�1 T F) (DATF,)
9M. s,�I L •Y`'.Ls,f=3G'i�+}•.S' ;�•^ j1.S'lr yl\ W - { �RM1'r 4�, 'ti•• .......
•'r� �`�""�'i�-�;{" ��zC' { r�14� .� �,�tU�J 1 ��• �2.c� 3�:�-J:ti•.... 1_.• �
?.3s i,''�I�yy jJ.S 4'�\ lh.�y �:�R ,i, �_ a" lv, • .t �''�C/ �_� -S�"+''tii���ii:
1;G%s}:T��"`' N� ��C�`�,r.�14�i � .����. Y��, � �! -.�;':�gAk��ti�:��'v:�,.~�f;'r`'-'.-`•.5::'';_:
ivIec#�ztka�`etsinztaftlt�forrrt is aYailgl�3enn gnr s5'eltsiteh parmare it�'amta-t'i4n�fh��l�Z�l't�t�arrE,pleasc.tisit. �
unit wre5 s[tc al�vtiY,�a�tfsarthgaxrar�plauni�a�a�ddevcslopr�eaat �
-PDT otli4tra i<Jsa only
rMaouill
p
c No. _ lit wbTc7y: pz? CouAcil Dis[i onAMifitid UUAtefaaaaivpd bate}:- n rQr�n wirh zarnz ]Ys��Nn
SF Lj.Mvififaririty C;�mtn elat {�'Ttt¢Wsttisl [l Commvrdty av,,Ritiv MixO-Vw, ;
ion cpmplcdon data? tjHc n NBZ Q A##erMZ t3tgit(TNh1VS'ste C0nRvL ;1D YVT( ]M
otini No• cmisislurt#�iuith the l8Z plml y'ma UN'u
rdsbll.tty teW [l'Yes No .jrl MNni coplul€ttYesttxtsitt`? [i Yes. [ Zsier ll�ttec t#S Y30%0? :0'Yes [JNo Mcu ra3•xed-use clalutitloo �Yps,t an this prttpet#y? n des ONO Tax Gttrscltt-on�aftta['�e pcttlaS D Yes El No
en
•.Weed Betts Yes F]wo =Weed lids ❑Yfcs' b go
Daard upiopcn slruct ra)ions l 1Vv * Qaard-*j0pett strt wqa 11an [� n's n
■ 3etna1lpanllea Myw 0No • DatttOtt€.ot'11ms [IYes []No
i't ' gliezrs Q vm El No +Pav nglian Yes
. (?sdurai•deinalltinrs [ Yes El No 0IYCs CI No
Ce ifleti4 C1 w5 Chub v�r'ti{iga 6y w 13�te cpdif '; Con iSS OM
• t.
if rtvt�eriitiacl}xeastitr .
It E�r<Cd L : G_} pt10711t41 4Y�16 J7Y1GEit '�l Q it apeY116pri nt nWaWT :DCnrdv Ej.TPW
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- 'R�viaudxuiy.t2,2crl'l � -
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Exhibit 3
Project Description
• Warehouse of at least 295,500 square feet
• Steel fabrication with drilled piers and multiple loading docks
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