Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 41294 (2)
ST_A "E OF T EXA S CITY SECRETARY noNTRACT NO. Ai la COUNTY Y OF TkR IT § TAX ABAITEMENT AGREEMENT,, This TAX A I:>A 1 ME I T AGREEMENT ("Agreement") is entered into by and between the CITY OF FO I T ' S RTH9 TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, and '.TEXAS REFRY CORP., a Texas corporation ("Company9'). The City Council of the City of Fort Worth ("City Council") hereby finds, and the City and Co mpany hereby agree, that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Agreement: A. On June 22, 2010, the City Council adopted Resolution No. 3 895=06.2010 entitled "Tax Abatement which is "Policy"), f Policy Statementor Qualifying Development Projects"(the incorporated herein by reference for all purposes, 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, in accordance with Chapter 312 of the Texas Tax Code (the "Code") . B. On December 15, 2010, the City Council adopted Ordinance No. 19493.12.2010 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 71, City of Fort Worth, Texas (the "Zone"). C. Company owns approximately 5.657 acres of real property within the Zone, as more specifically described in Exhibit "A" (the "Land"). Contingent on receipt of the tax abatement herein, Company intends to construct certain improvements and to install certain equipment and other personal property on the Land, as more specifically described in Exhibit "B" (the "Required Improvements"), in order to operate a facility for the mixing and blending of . g greases and coatings. Exhibits "A" and `B" are attached hereto and are hereby made a part of this Agreement for all purposes. D. On November 1, 2010 Company submitted an application for tax abatement to the City concerning the contemplated use of the Land (the "Application"), attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes. E. The contemplated use of the Land, the Required Improvements, and the terms of this Agreement are consistent with encouraging development of the Zone and generating g 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, the Ordinance and other applicable laws, ordinances, rules and regulations. Page 1 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. i2--23_1, . 30 OFFICIAL RECORD, CITY SECRETARY FT. WORTH, TX F. The terms of this Agreement, and the proposed use and nature of the Land and Required Improvements, satisfy the eligibility criteria for commercial/industrial tax abatement pursuant to Section 4 1 of the Policy G. 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 m which the Land is located. NOW, '11IIEREFORE, the City and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. COMPANY'S COVENANTS. 1.1. Real Property Improvements. Company shall expend a minimum of Three Million Five Hundred Thousand Dollars ($3 500,000.00) in Construction Costs to construct or install the Required Improvements (the "Construction Cost Commitment"). For purposes of this Agreement, "Construction Costs" shall mean the following expenditures directly associated with construction of the Required Improvements: site development and construction costs, contractor fees and the costs of supplies and materials; engineering fees; architectural fees; and other professional, development and permitting fees. 1.2. Completion Date of Required Improvements. Within thirty (30) calendar days following •completion of any inspections and audits undertaken by the City in accordance with Sections 3.1 and 3.2 of this Agreement after receipt of the Completion Notice, as provided in Section 3.3.3 of this Agreement, the City will notify Company in writing as to whether it concurs that all of the Required Improvements have been constructed or mstalled m accordance with this Agreement If the City does not concur, the written notice will specify the nature of the disagreement. In this event, Company will have the right to take corrective measures or to provide appropriate supplemental mformation and to submit an amended Completion Notice. When, and if, the City concurs that all of the Required Improvements have been constructed or installed in accordance with this Agreement, the City's written notice to Company shall state this fact, and such notice shall be deemed a "Certificate of Completion" for purposes of this Agreement. The date of the Completion Notice (or, if the Completion Notice was amended, the date of the last amendment) submitted by Company that served as the basis for issuance of the Certificate of Completion shall constitute the "Completion Date' for purposes of this Agreement. Company covenants and agrees that the Completion Date shall occur by June 30, 2012 (the "Completion Deadline"). Page 2 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. 1.3. Installation of Tangible Personal Property. Company covenants and agrees that New Taxable Tangible Personal Property having a value of at least Seven Million Seven Hundred Fifty Thousand Dollars ($7,750,000.00) shall be m place on the Land by January 1 of the year following the year in which the Completion Date occurred, as determined by Tarrant Appraisal District. For purposes of this Agreement, "New Taxable Tangible Personal Property" means any personal property other than inventory and supplies that (i) is subject to ad valorem taxation by the City; (ii) is located on the Land; (iii) is owned or leased by Company; and (iv) was not located in the City prior to the Effective Date of this Agreement. 1.4. Use of Land and Required Improvements. Company covenants that the Required Improvements and the Land shall be used as a facihty for the mixing and blending of greases and coatings. In addition, Company 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; FEE WAIVERS. Subject to and in accordance with this Agreement, the City will grant to Company annual property tax abatements during the eight (8)-year Abatement Term, as defined in Section 2.4, on (i) the Land and any improvements located on the Land and (ii) New Taxable Tangible Personal Property located on the Land ("Abatement"). The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Land, the increase in value of improvements located on the Land, and the increase in value of New Taxable Tangible Personal Property located on the Land over their respective values as of January 1, 2010, which is the year in which this Agreement was entered into and upon attainment of certain construction, construction contracting, employment, and supply and service spending benchmarks, all as more specifically set forth in this Section 2. 2.1.1. Abatement Based on Construction Expenditures and Personal Property Investment (25% Component). Company shall receive a twenty-five percent (25%) Abatement in each year of the Abatement Term, as defined in Section 2 4, if (i) the Completion Date occurs on or before the Completion Deadline; (ii) at least Three Million Five Hundred Thousand Dollars ($3,500,000.00) in Construction Costs have been expended on the Required Improvements as of the Completion Date; and (iii) New Taxable Tangible Personal Property having a value of at least Seven Million Seven Hundred Thousand Dollars ($7,750,000.00) has been placed on the Land by January 1 of the year following the year in which the Completion Date occurred, as Page 3 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. deteituined by Tarrant Appraisal District If (i) the Completion Date does not occur by the Completion Deadline; (ii) less than Three Million Five Hundred Thousand Dollars ($3,500,000.00) in Construction Costs have been expended on the Required Improvements as of the Completion Date; or (iii) New Taxable Tangible Personal Property having a value of at least Seven Million Seven Hundred Fifty Thousand Dollars ($7,750,000.00) has not been placed on the Land as of January 1 of the year following the year in which the Completion Date occurred, as determined by Tarrant Appraisal District, not only will Company be ineligible to receive the twenty-five percent (25%) Abatement under this Section 2.1.1, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Construction Spending with Fort Worth Companies (15% Component). Company shall receive a fifteen percent (15%) Abatement in each year of the Abatement Term as defined in Section 2.4, if by the Completion Date at least Two Million Eight Hundred Thousand Dollars ($2,800,000.00) in Construction Costs for the Required Improvements have been expended with Fort Worth Companies (the "Fort Worth Construction Commitment"). For purposes of this Agreement, ` Fort Worth Company" means a business that (i) has a Principal Office (as defined in the Policy) located within the corporate limits of the City and (ii) has provided from such office the products or services that Company is seeking to have credited as Construction Costs for purposes of the Fort Worth Construction Commitment If the Fort Worth Construction Commitment is not met, Company will be ineligible to receive the fifteen percent (15%) Abatement under this Section 2 1 2 in any year of the Abatement Term. 2.1.3. Abatement Based on Construction Spending with Fort Worth Certified M/WBE Companies (10% Component). Company shall receive a ten percent (10%) Abatement in each year of the Abatement Term, as defined in Section 2 4, if by the Completion Date at least Eight Hundred Seventy-five Thousand Dollars ($875,000.00) in Construction Costs for the Required Improvements have been expended with Fort Worth Certified M/WBE Companies (the "M/WBE Construction Commitment"). For purposes of this Agreement, "Fort Worth Certified M/WBE Company" means a minority or woman -owned business that (i) has received certification as a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA) (ii) has a Principal Office (as defined in the Policy) located within the corporate limits of the City, and (iii) has provided from such office the products or services that Company is seeking to have credited as Construction Costs for purposes of the M/WBE Construction Commitment. If the M/WBE Construction Commitment is not met, Company will be ineligible to receive the ten percent (10%) Abatement under this Section 2.1.3 in any year of the Abatement Telu1. Expenditures with Fort Worth Certified M/WBE Page 4 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. the Abatement Term. Expenditures with Fort Worth Certified M/WBE Companies shall also count as expenditures with Fort Worth Companies for purposes of measuring compliance with the Fort Worth Construction Commitment. 2.1.4. Abatement Based on Overall Employment (5% Component). Company shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2 4, if in the previous calendar year Company provided and filled at least thirty (30) Full-time Jobs on the Land (the "Overall Employment Commitment"). For purposes of this Agreement, "Full- time Job" means a job filled by one (1) mdividual for a period of not less than forty (40) hours per week. Determination of compliance with the Overall Employment Commitment shall be based on Company s employment data on August 1 (or such other date as may mutually be acceptable to both the City and Company) of each year during the Compliance Auditing Term, as defined in Section 2.4. If the Overall Employment Commitment is not met in a given year of the Compliance Auditing Term, then Company will be ineligible to receive the five percent (5%) Abatement under this Section 2.1.4 in the following year of the Abatement Term. Page 5 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. 2.1.5. Abatement Based on Fort Worth Employment (5% Component). Company shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2 4, if in the previous calendar year the greater of at least (i) nineteen (19) Full-time Jobs on the Land or (ii) sixty- five percent (65%) of all Full-time Jobs on the Land, regardless of the number of such Full-time Jobs, were held by individuals residing at a location within the corporate limits of the City (the "Fort Worth Employment Commitment") Determination of compliance with the Fort Worth Employment Commitment shall be based on Company's employment data on August 1 (or such other date as may mutually be acceptable to both the City and Company) of each year during the Compliance Auditing Term, as defined m Section 2 4 If the Fort Worth Employment Commitment is not met in a given year of the Compliance Auditing Term, then Company will be ineligible to receive the five percent (5%) Abatement under this Section 2 1 5 in the following year of the Abatement Term. 2.1.6. Abatement Based on Central City Employment (5% Component). Company shall receive a five percent (5%) Abatement in any given year of the Abatement Tenn, as defined in Section 2 4, if in the previous calendar year the greater of at least (i) eight (8) Full-time Jobs on the Land or (ii) twenty-five percent (25%) of all Full-time Jobs on the Land, regardless of the number of such Full-time Jobs, were held by individuals residing at a location within the Central City (the "Central City Employment Commitment"). For purposes of this Agreement, "Central City" means (i) that area in the corporate limits of the City within Loop 820 (a) consisting of all Community Development Block Grant ("CDBG') eligible census block groups; (b) all state -designated enterprise zones; and (c) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or enterprise zones, as well as (ii) any CDBG eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map attached hereto as Exhibit `D", which is hereby made a part of this Agreement for all purposes The number of Full-time Jobs provided and filled on the Land by Company and held by individuals residing in the Central City shall also count as Full-time Jobs held by individuals residing in the corporate limits of the City for purposes of measuring compliance with the Fort Worth Employment Commitment. Determination of compliance with the Central City Employment Commitment shall be based on Company's employment data on August 1 (or such other date as may mutually be acceptable to both the City and Company) of each year during the Compliance Auditing Term, as defined in Section 2 4 If the Central City Employment Commitment is not met in a given year of the Compliance Auditing Term, then Company will be ineligible to receive the five percent (5%) Abatement under this Section 2 1 6 in the following year of the Abatement Term. 2.1.7. Abatement Based on Supply and Service Expenditures with Fort Companies (5% Component). Company shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2 4, if in the previous calendar year it expended the greater of at least (i) Twenty-five Thousand Six Hundred Dollars ($25,600.00) in local discretionary funds for supplies and services directly in connection with the operation or maintenance of the Land ("Supply and Service Expenditures') or (ii) fifty percent (50%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, with Fort Worth Compames ("Fort Worth Supply and Service Spending Commitment"). If the Fort Worth Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Term, then Company will be ineligible to receive the five percent (5%) Abatement under this Section 2 1 7 in the following year of the Abatement Term. Page 6 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. 2.1.8. Abatement Based on Supply and Service Expenditures with Fort Worth M/WBE Companies (5% Component). Company shall receive a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2 4, if in the previous calendar year it made the greater of at least (i) Twelve Thousand Eight Hundred Dollars ($12,800 00) in Supply and Service Expenditures or (ii) forty percent (40%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, with Fort Worth Certified M/WBE Companies (".M/WBE Supply and Service Spending Commitment"). If the M/WBE Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Term, then Company will be ineligible to receive the five percent (5%) Abatement under this Section 2 1 8 in the following year of the Abatement Term Expenditures with Fort Worth Certified M/WBE Companies shall also count as expenditures with Fort Worth Companies for purposes of measuring compliance with the Fort Worth Supply and Service Spending Commitment. 2.2. Abatement Limitation. Notwithstanding anything to the contrary herein, Company's Abatement in any given year of the Abatement Term shall be based (i) on the increase in the real property value of the Land and any improvements on the Land since January 1, 2010, up to a maximum increase of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000.00) and (ii) on the increase m the value of New Taxable Tangible Personal Property located on the Land since January 1, 2010, up to a maximum increase of Eleven Million Six Hundred Twenty-five Thousand Dollars ($11,625,000.00). In other words, with regard to the real property tax Abatement, in any year in which the taxable value of the Land and the improvements on the Land exceeds (i) the value of the Land and the improvements on the Land as of January 1, 2010 plus (ii) $5 250,000.00, Company's real property tax Abatement for that tax year shall be capped and calculated as if the increase m the value of the Land and improvements on the Land since January 1, 2010 had only been $5,250,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of the Land and improvements on the Land is $6,000,000.00 over their collective value as of January 1, 2010, Company would receive a maximum real property tax Abatement of seventy-five percent (75%) of $5,250,000.00 in valuation for that year and would pay full taxes on the $750,000.00 difference over the cap. Along the same lines, if the value of New Taxable Tangible Personal Property located on the Land in a given year of the Abatement Term is $12,000,000.00 over the value of that Property as of January 1, 2010, Company would receive a maximum personal property tax Abatement of seventy-five percent (75%) of $11,625,000,00 in valuation for that year and would pay full taxes on the $375,000.00 difference over the cap. 2.3. Protests Over Appraisals or Assessments. Company 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. 2.4. Terms. This Agreement shall take effect on the date as of which both the City and Company have executed this Agreement (the ' Effective Date") and, unless terminated earlier in accordance with its terms and conditions, shall expire simultaneously upon expiration of the Abatement Term, as defined below (the "Term") The percentage of overall Abatement available to Company in any given year will be based in part on Company s compliance with the Overall Employment Commitment, the Fort Worth Page 7 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, and the M/WBE Supply and Service Spending Commitment The term during which the City will audit Company's compliance with such annual commitments shall commence in the first full calendar year following the year in which the Completion Date occurred and expire on December 31 of the eighth (8th) year thereafter (the "Compliance Auditing Term") The term during which Company may receive an Abatement shall commence on January 1 of the second full calendar year following the year in which the Completion Date occurred and expire on December 31 of the eighth (8th) year thereafter (the "Abatement Term") 2.5. Waiver of Certain Fees. Company and its contractors will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to construction of the Required Improvements. However, as further consideration for the public purposes that will be achieved from construction and use of the Required Improvements and the development of the Land in accordance with this Agreement, and unless otherwise prohibited by applicable law ordinance, rule or regulation, the City agrees to waive the following fees related to the Required Improvements that would otherwise be charged by the City at any time prior to the Completion Deadline: (i) all building permit, plan review, mspection, and re-mspection fees; (ii) all zoning fees, (m) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the City in accordance with federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its contractors. 3. INSPECTIONS, AUDITS, AND REPORTS AND FILINGS. 3.1. Inspection of the Land and Required Improvements. At any tune during normal office hours throughout the Term and following reasonable notice to Company, the City shall have and Company shall provide or cause provision of access to the Land and any improvements thereon, including the Required Improvements, in order for the City to mspect the Land and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Company shall cause full cooperation with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by Company's security personnel while on the Land. 3.2. Audits. Page 8 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. The City shall have the right to audit the financial and business records of Company and any of its Affiliates (as defined in Section 5) that relate to the Required Improvements and this Agreement in general (collect±vely, the "Records") at any time during the Terns in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available hereunder. Company shall make all p Y Records available to the City on the Land or at another location in the Cityfollowing g reasonable advance notice by the City and shall otherwise cooperate fullywith the City during any audit. � 3.3. Reports and Filing 3.3.1. Plan for Use of Fort worth Certified M WBF Companies. v� f- Within thirtycalendar da s exe ' y following cation of this Agreement, Company will file a plan with the City as to how the M/WBE Construction Commitment and the E Supply and Service Spending Commitment will be attained. Company agrees to meet with the City's E Office as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 33,2. Monthl MAVBE Construction Spending Reports. From the date of execution of this Agreement until the Completion Date, in order to enable the City to assist Company in meeting the M/WBE Construction Commitment, Company will provide the City with a monthlyreport in a form reasonably acceptable to the City that specifically outlines the thenncurrent aggregate Construction Costs expended by and on behalf of Company with Fort Worth Certified MAYBE Companies for the Required Improvements. 3.3.3, completion Notice. Once Company believes that all of the Required Improvements have been constructed or installed in accordance with this Agreement, Companywill provide the City with a report in a form reasonably acceptable to the Citythat specifically • p y outlines the Construction Costs expended by and on behalf of Company for the p y Required Immprovements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without g limitation, final lien waivers signed by Company's general contractor (the "Completion Notice"). The Completion Notice shall also include actual Construction Required expended by and on behalf of Companyfor the Re uired Improvements with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid to such contractors. The Completion Notice shall be reviewed by the City in accordance with Section 1.2 of this Agreement. Page 9 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. 3.3.4. Annual Employment Report. In order to determine whether Company attained the Overall Employment Commitment, the Fort Worth Employment Commitment, and the Central City Employment Commitment m a given year of the Compliance Auditing Term, on or before December 31 of each year of the Compliance Auditing Term, Company shall provide the City with a report in a form reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs on the Land; (n) the total number of individuals residing within the corporate limits of the City who held Full-time Jobs on the Land; and (iii) the total number of mdividuals residing within the Central City who held Full-time Jobs on the Land, all as of August 1 (or such other date as may mutually be acceptable to both the City and Company) of that year, together with reasonable documentation regarding the residency of such employees. 3.3.5. Annual Supply and Service Spending Report. In order to determine whether Company attained the Fort Worth Supply and Service Spendmg Commitment and the M/WBE Supply and Service Spending Commitment in a given year, on or before December 31 of each year of the Compliance Auditing Term, Company will provide a report to the City in a form reasonably acceptable to the City that specifically outlines the Supply and Service Expenditures made in the same calendar year with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with reasonable documentation verifying that such Expenditures were made. 3.3.6. General. Company shall supply or cause to be supplied any additional information requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined and more specifically outlined in Section 4. 4. EVENTS OF DEFAULT. 4.1. Effect of Failure to Meet Certain Commitments. The failure to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment and/or the M/WBE Supply and Service Spending Commitment shall result only in the failure to earn an a percentage of Abatement Page 10 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. that would otherwise have been available hereunder, as set forth in Sections 2.1.2 through 2.1.8, and shall not constitute an Event of Default, as defined in Section 4 2 4.2. Defined. Page 11 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. Company shall be in default of this Agreement if (i) any of the covenants set forth in any portion of Sections 1.1, 1.2, 1.3, or 14 of this Agreement are not met; (ii) any ad valorem taxes owed by Company or an Affiliate become delinquent and Company or the Affiliate, as the case may be, does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 4 1, Company breaches any of the other terms or conditions of this Agreement (collectively, each an ' Event of Default"). 4.3. Notice to Cure. If the City determines that an Event of Default has occurred, the City shall provide a written notice to Company that describes the nature of the Event of Default. If the Event of Default is on due to a breach under Section 1 1, 1.2, or 1.3 of this Agreement, the City will have the right to terminate this Agreement immediately. For any other Event of Default, Company shall have thirty (30) calendar days (or such additional time as the City and Company reasonably and mutually agree upon) from the date of receipt of this written notice to fully cure or have cured the Event of Default. If such Event of Default has not been cured within the time frame specifically allowed, the City shall have the right to terminate this Agreement immediately upon provision of written notice to Company. 4.4. Termination for Event of Default and Payment of Liquidated Damages. Company 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 adnumstrative oversight and involvement by the City and (ui) otherwise harm the City, and Company 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 and as authorized by Section 3 12.205(b)(6) of the Code, Company shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year in which an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Company 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 4 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 Company'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 that would otherwise have been available hereunder, as set forth m Sections 2 12 through 2.1.8, and shall not constitute an Event of Default, as defined in Section 4.2. 4.2. Defined. Company shall be m default of this Agreement if (i) any of the covenants set forth m any portion of Sections 1 1, 1.2, 1.3, or 1.4 of this Agreement are not met, (n) any ad valorem taxes owed by Company or an Affiliate become delinquent and Company or the Affiliate, as the case may be, does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 4.1, Company breaches any of the other terms or conditions of this Agreement.•(collectively, each an "Event of Default"). 43. Notice to Cure. If the City determines that an Event of Default has occurred, the City shall provide a written notice to Company that describes the nature of the Event of Default. If the Event of Default is on due to a breach. under Section 1.1, 1.2, or 1.3 of this Agreement, the City will have the nght to terminate this Agreement immediately. For any other Event of Default, Company shall have thirty. (30) calendar days (or such additional time as the City and Company reasonably and mutually agree upon) from the date of receipt of this written notice to fully cure or have cured the Event of Default. If such Event of Default has not been cured within the time frame specifically allowed, the City shall have the right to terminate this Agreement immediately upon provision of written notice to Company. 4.4. Termination for Event of Default and Payment of Liquidated Damages. Company acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and m the vicinity of the Land; (ii) require unplanned and expensive, additional acimtmstrative oversight and involvement by the City and (iii) otherwise harm the City, and Company agrees that the amounts of actual damages therefrom are speculative m nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for an Event of Default and as authorized by Section 312.205(b)(6) of the Code, c'sall pay the Cityas hquidated damages, all taxes that were abated in accordance with t6this Agreement for each year in which an Event of Default existed and which otherwise S would -have been paid to the City in the • absence of th s Agreement. The City and soikeo'1 Company agree that this amount is areasonable approximation of actual damages that the ft City will incur as a result of an uncured Event of Default and that this Section .4.4 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 Company's ad valorem property tax appraisal by the appraisal distnct 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 Page 11 • Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. this Agreement, Company shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). If this Agreement is terminated on account of Company s failure to construct or to cause to be constructed the Required Improvements in accordance with Sections 1.1 and 1.2 of this Agreement, no liquidated damages will be owed to the City because taxes will not yet have been abated hereunder. 4.5. Termination at Will. Company may terminate this Agreement at any time by providing written notice of such intent to the City. In this event, there shall be no recapture of any taxes abated prior to the effective date of termination, and neither party shall have any further rights or obligations hereunder. 4.6. Knowing Employment of Undocumented Workers. Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.0 Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received; or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received Page 12 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. For purposes of this Section 4.6, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Abatement. This rate of interest can be applied each year, but will only apply to the aggregate amount of Abatement and is not applied to interest calculated. For example, if the aggregate amount of Abatement is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 4 6 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 4 6 shall survive the expiration or termination of this Agreement. 5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. Company may assign this Agreement and all or any portion of the benefits provided hereunder to an Affiliate without the consent of the City, provided that (i) prior to or contemporaneously with the effectiveness of such assignment, 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 m writing to assume all terms and conditions of Company under this Agreement For purposes of this Agreement, an "Affihate" 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 (50%) 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 1 nreasonably 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 consent shall constitute an Event of Default. 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 writmg, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 Page 13 Tax Abatement Ageement between City of Fort Worth and Texas Refinery Corp. Company: Texas Refinery Corp. Attn 800 N. Mam St. Fort Worth, TX 76106 with copies to: the City Attorney and Housing and Economic Development Director at the same address 7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all apphcable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 8. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 9. NO WAIVER The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. VENUE AND JURISDICTION. If any action, whether or not real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie m state courts located in Tarrant County, Texas or the United States Court for the Northern District of Texas — Fort Worth Division This Agreement shall be construed m accordance with the laws of the State of Texas. 11. NO THIRD PARTY RIGHTS. The provisions of this Agreement are solely for the benefit of the City and Company, and are not intended to create any rights, contractual or otherwise, in any other person or entity. 12. FORCE MAJEURE. If the performance by either party of any obligation hereunder is delayed by reason of Force Majeure, the time period applicable to performance of such obligation shall be extended for Page 14 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. a period of time equal to the period of the specific event of Force Majeure For purposes of this Agreement, "Force Majeure" shall mean an event beyond Company's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, terrorism, riots, material or labor restrictions, and unreasonable delays by the City in issuing any permits with respect to the Required Improvements or inspecting any of the Required Improvements (taking into account the City's then -current workload with respect to the issuance of permits or the conducting of inspections), but shall not include construction delays caused due to purely financial matters involving Company, such as, without limitation, delays in the obtaining of adequate financing. 13. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against either party, regardless of the actual drafter of this Agreement. In the event of any conflict between any City ordinances and regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. 14. BONDHOLDER RIGHTS. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 15. CONFLICTS OF INTEREST. Neither the Land nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone. 16. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 17. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, 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 Page 15 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in venting by both parties and approved by the City Council. 18. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES] Page 16 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. CITY OF FORT WORTH By: saa)Alanis Assistant City Manager Date: I AT'IES T By: Mil' City Secretary STATE OF TEXAS APPROVED AS TO FORM AND LEGALITY: Peter Vaky Assistant City Attorney M&C: CQ24662 12=14=10 fop? L*Ltz t000 000 h FIL 4" Fib V gifts Olt 490 0 0 oao� oIO Zt34 td o 4,, ado®U00`444(424,:oca COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this daypersonally appeared Susan Alanis, � y PP Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized zed under the laws of the State of Texas, known to me to be theperson and officer . . whose name is subscribed to the foregoing instrument, and acknowledged to me that the same g was the act of the CITY OF FORT WORTH, that she was duly authorized to erform the same e by appropriate resolution of the City Council of the City of Fort Worth and that she executed the same as the act of the Crry OF FORT WO i k'T` , for the purposes and consideration therein expressed p essed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF itztA , 2010. Notary Public in and for the State of Texas tiCkturti Ltviaa. tYk Het rr Gilt/ Notary's Printed Name Page 17 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. OFFICE this a3 day of disaabsciat..Mb..a.--•••• k LINDA M. NIRRLINGEA 4 �R • MY COMMISSION' EXPIRES Vq V `�\-(%`\♦ • \ �a) ' Jr F1 2014 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX TEXAS REFINERY CORP): am Title Date: �'2 cb22 QY® ATTEST: By: STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared JetePv esvoms, oe Jteaicnir of TEXAS REFINER' CORP., .known to me to be the person and officer whose name is subscribed to the foregoing instrent � g urn and acknowledged to me that the same was his act and that s/he executed the same as the act of TEXAS REFINERY CORP. for the purposes and consideration therein expressed p d and in the capacity therein stated. „GIVEN • UNDER AND SEAL, OF OFFICE this j[day of ,a)F> / ,2010. Notary Public in and for the State of Texas Notary's Printed SIAM OF TE My Comm. Exp. 01.13 2012 `' Page 18 Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBITS "A" — Legal Description of the Land "B" — Description of the Required Improvements "C" — Tax Abatement Application "D" — Map of Central City Tax Abatement Agreement between City of Fort Worth and Texas Refinery Corp. Exhibit "A" Legal Description of the Land 600 NORTH BEA.C11 FIELD N(Yl S: 5.657 acres of land situated rn the L.G. TINSLEY SURVEY, ABSTRACT NO. 1523, City of Fort Worth, Tarrant County, Texas and being,. all that certain tract of land conveyed to Panther Industries, inc., a Texas Corporation, by deed recorded in Volume 12772 Page 617, Decd Records, Tarrant County, le slid 5.657 acres being, more particularly described by metes and bounds ns follows: BEGINNING at a 1" iron found at the Southwest corner of said Panther tract in the North line ofa tract of land conveyed to the City of Fort Worth and the City of Dallas, Texas, by deed recorded in Volume 7726, Page 1848 Deed Records, Tarrant County, Texas also known as the Trinity Rail Express (R.O.W. varies), saidiron being in the Bast line of North Beach Street (R.O. W, varies); TIIENCE N 00%%d 09' 00" E, along the East line of said North Beach Street, 598.14 feet to a'V iron set with Fulton Surveying cap at the Northwest coiner of said Panther tract and the Southwest cornet of Lot A, 131ock I, E. AND M. ADDITION an Addition to the Cit) of Fort Worth, TvTant County, Texas, according to the Plat recorded in Volume 388-62, Page 13, Plat Records, Tarrant County, 'texas; THE NCI S 890 %d 57' 56" E, along the common line of said Panther tract and said L . AND M. ADDITION, 7S3.72 feet to a a'Y' in concrete found at the Northeast comer of slid Panther tract in the West line of tract of land conveyed to North Texas Steel Company, Inc. by deed recorded in Volume 5841, Page 693, Deed Records, Tarrant County Texas; THENCE S 0O%%d 13' 0r1" W, along the common line of said Panther and North Texas tracts, 30.69 feet to z I" iron found at the Southeast corner of said Panther tract in the North line of said City of Fort Worth and Dallas tract: FFJENC f: S 54%%D 10 C)0" W, along. the North line of sand City of Fort Worth and Dallas tract. 968.48 feel to the POINT OF BEGINNING and containing. 5.657 acres of lend. Exhibit "B" Description of the Required Improvements As stated in the Incentive Application: "Due to the Public Infrastructure Project: Trinity River Vision, the Texas Refineiy Corporation has been forced to relocate their cold processing mixing and blending operations from N. Main to 600 N. Beach Street. The project includes building a 65,000 Sf Warehouse and Process Operations Building with 16,000 SF Tank Storage Containment Area. The site will mclude a detention pond for Storm water run- off and make aesthetic improvements to the frontage on Beach Street.' Exhibit "C" Tax Abatement Application FORT WORTH City of Fort Worth Incentive Application Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-6103 Incentive Application GENERAL INFORMATION 1. Applicant Information: Company Name Texas Refinery Corporation Company Address 804 N. Main City, State, Zip Code Fort Worth, TX 76106 Contact Person (include title/position): _Joe Allen, Project Manager Telephone Number 817.332.1161 ext. Mobile Telephone Number 817.821.9907 Fax Number E-mail address: JoeAllenTX@texasrefinery.com 2. Project Site Information (if different from above): Address/ Location: 600 N. Beach 3. Development requests that will be sought for the project (check all that apply): A. Replat: x_ B. Rezoning: Current zoning: _K1 Requested zoning: C. Variances: If yes, please describe: D. Downtown Design Review Board: E. Landmark Commission: 4. Incentive(s) Requested:1 Waiver of all development fees, Platting fees, inspection fees, building permit fees and inspection, ordinance fees and inspection, and expedited plan review as identified in the Area 2 Relocation Incentives Policy and Guidelines for Qualifying Businesses Affected by Public Infrastructure Projects Policy. Additionally, Eight -Year 75% tax abatement on new real and new personal property investments for businesses relocating due to the Public Infrastructure Project: Trinity River Vision. 5. Specify elements of project that make it eligible for the requested incentive(s): This project is the result of the forced relocation of Texas Refinery Factory, Texas Refinery Canada, and the Texas Refinery Laboratory brought about by the Trinity River Vision Public Infrastructure Project. This has placed and extreme financial hardship on Texas ' Please see Incentive Policy for a list of incentives. Page 2 of 8 Refinery and its ability to maintain operations in a very competitive marketplace. This assistance is required in order to complete the move and continue operations. 6. Do you intend to pursue abatement of: County Taxes? x Yes ❑ No 7. What level of abatement will you request: Years? 8 Percentage? 75% PROJECT INFORMATION For real estate projects, please include below the project concept project benefits and how the project relates to existing community plans. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. Any incentives given by the City should be considered only "gap" financing and should not be considered a substitute for debt and equity. However, the City is under no obligation to provide gap financing just because a gap exists. In order for a property owner/developer to be eligible to receive incentives and/or tax abatement for a project, the property owner/developer: A. Must complete and submit this application and the application fee to the City; B. Owner/developer or owner/developer's principals must not be delinquent in paying property taxes for any property owned in Fort Worth; C. Owner/developer or owner/developer's principals must not have ever been subject to the City of Fort Worth's Building Standards Commission's Review; D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens filed against any other property owned by the applicant property owner/developer. ` Liens' includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. For business expansion projects2, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate, please answer all that apply. 8. Type of Project: Residential _x Commercial/Industrial Mixed -use 9. Will this be a relocation? No x Yes If yes, where is the company currently located? _917 N. Main, 901 N. Houston, Fort Worth, Tx, 76106_. The headquarters at 800 N. Main will stay in its current location. 2 A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing. Page 3 of 8 ECD092705 10. Project Description A. Please provide a brief description of the project _Due to the Public Infrastructure Project : Trinity River Vision, the Texas Refinery Corporation has been forced to relocate their cold processing mixing and blending operations from N. Main to 600 N. Beach Street. The project includes building a 65,000 Sf Warehouse and Process Operations Building with 16,000 SF Tank Storage Containment Area. The site will include a detention pond for Storm water run-off and make aesthetic improvements to the frontage on Beach Street. B. Real Estate Development 1. Current Assessed Valuation of: Land $ Improvements: $ 2. New Development or Expansion (please circle one): Size 81,000 sq. ft.Cost of Construction $ 15,000,000 3. For mixed -use projects, please list square footage for each use 4. Site Development (parking, fencing, landscaping, etc.): Type of work to be done Parking, fencing, Landscaping, Trees Cost of Site Development $ $350,000 to $500,000 TBD C. Personal Property & Inventory 1. Personal Property: • Cost of equipment, machinery, furnishing, etc: $12,000,000_ • Purchase or lease? Most Equipment will be jurchased New 2. Inventory & Supplies: • Value of: Inventory $ 3,017,000 Supplies $ 89,000 • Percent of inventory eligible for Freeport exemption (inventory, exported from Texas within 175 days) 75 Page 4of8 ECD092705 11. Employment and Job Creation: A. During Construction 1. Anticipated date when construction will start? February, 2011 2. How many construction Jobs will be created? 110_ 3. What is the estimated payroll for these jobs? $1,400,000 B. From Development 1. How many persons are currently employed? _Total 91, transferring to new loca. 30_ 2. What percent of current employees above are Fort Worth residents? 3. What percent of current employees above are Central City residents? 70 % 25 % 4. Please complete the following table for new jobs to be created from direct hire by applicant. First Year By Year By Year Fifth Tenth Jobs to be Created 30 38 50 Total Less Transfers* 30 38 30 Net Jobs 0 8 20 % of Fort Net Worth Jobs Residents to be filled by 65 70 70 % of Central Net Jobs City Residents to be filled by 25 25 25 * If any employees will be transferring, please describe from where they will be transferring. The plant employees and Laboratory personnel will transfering from the current location on N. Main. 5. Please attach a description of the Jobs to be created, tasks to be performed for each and wage rate for each classification. SEE ATTACHED (5.) 6. Does the applicant provide the following benefits: IN of ■ Retirement Health Dental Domestic Partner Page 5 of 8 ECD092705 7. Please describe any ancillary (not direct hire by applicant) job creation that will occur as a result of completing this project. Freight Haulers, temporary workers, inspectors, construction workers, administrators, contract specialists, IT specialists, material handlers, and consultants are all hired and different times and rates. 12. Local Commitments: A. During Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? It is the intent to focus a minimum of 80% of all bids to Fort Worth and Tarrant County based businesses. • Fort Worth Certified Minority and Women Business Enterprises? _It is our intent to solicit at a minimum 15% of the bids to MWBE contractors. B. For Annual Supply & Service Needs Regarding discretionary supply and service expenses3 (i.e. landscaping, office or manufacturing supplies, janitorial services etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 32,000_ 2. What percentage will be committed to Fort Worth businesses? 90 % 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 40 % DISCLOSURES 13. Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. NO 3 Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a national purchasing contract. Page 6 of 8 ECD092705 14. These documents must be submitted prior to City Staff review of the application: a) Attach a site plan of the project. Included in Original Packet b) Explain why incentives are necessary for the success of this project. Include a business pro -forma or other documentation to substantiate your request. This project is necessary due to the forced relocation of Texas Refinery and its subsidiaries, from its location it has maintained since 1921 in order to evacuate land required for the Trinity River Vision, Public Infrastructure Project. This has and will place an extreme financial hardship on a ninety year Fort Worth institution. Our ability to maintain inventories through this difficult move in an extremely volatile marketplace will be crucial to the continued operations of Texas Refinery. Start-up costs in the new location, redirected shipments from current suppliers, operational costs of a new location now having to meet and exceed new building and operation standards will create a huge financial burden to Texas Refinery. c) Describe any environmental impacts associated with this project. The operations of Texas Refinery are a cold blending and mixing operation to produce greases and coatings. The environmental impacts are negligible and will meet all current EPA, TCEQ, and OSHA standards. In addition, Texas Refinery is dedicating part of the new site to a detention area for storm water runoff thus enhancing the conditions than what exist currently. d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be constructed as part of this project. A Fire Hydrant on North Beach Street where none currently exists, improved access from Beach Street into the site in two drive accesses, sidewalk installed, improved storm water detention, landscaping along Beach Street, and improved parking conditions are all planned. e) Describe any direct benefits to the City of Fort Worth as a result of this project. The above mentioned improvements, Texas Refinery's evacuation of the Trinity River Vision Public Infrastructure Project, and the continued employment opportunities of Texas Refinery are all benefits to the City of Fort Worth. f) Attach a legal description or surveyor's certified metes & bounds description. Included in first package g) Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project. Included in first Package Page 7 of 8 ECD092705 h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and wage rate for each classification. See Attachment 5. Description of Jobs, Tasks, and Wage Range i) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. See Attachment - I. Benefits j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. Systems Integration, Inc is a NTCAR certified engineering firm currently engaged in the process engineering design. It is also the intent of Texas Refinery k) Attach a listing of the applicant's Board of Directors, if applicable. See Attached - K. Texas Refinery Corp I) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all Fort Worth properties owned by each. See Attached — The State of Texas —Secretary of State On behalf of the applicant, I certify the information contained in this application, including all attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria stated therein. Printed Name Title Signature Date Page 8 of 8 ECD092705 On behalf of: the applicant, I certify the information contained in this application, including all attachments to be true and correct. I` further certify that on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of Fort Worth policies and I agree to comply with the guidelines and criteria. stated therein. Pr nted Name Signa Date It 1 Page 7 of 7 5 . Description of Jobs, Tasks, and Wage Range Plant Superintendent:. To plan and direct the plant activities, schedule production and shipments and coordinate activities with the Sales Department, quality control, personnel, etc. 1 employee, wage range -salaried Plant Foreman. To direct the plant personnel in the production and shipment of quality products. 2 employees, wage. $15.00 per hour Operators: To operate the various productionequipment and mix -to -formula the raw products • required for shipment. 4 to 7 employees, wage $12.00 to $14.00 per hour Packaging: To package the productsin the proper containers, cases, pails, etc. prior to shipment. 6 to 10 employees, wage range $10.00 to $13.00 per hour Shipping: To warehouse and load the various products for shipment by truck, parcel, LTL, and rail. 3 to 5 employees, wage range $9.00 to $13.00 per hour. Labor: To furnish fill-in functions, assist. operators, packaging and shipping, housekeeping and other duties as required. 3 to 10 employees, $7.00 to $10,00 per hour Laboratory. To direct the daily quality control functions of the Laboratory. (1) To evaluate new ingredients for acceptability. (2) Develop new products, (3)Answer customer complaints. (4) Make adjustments to formulas, (5)To study changes in industry specifications and make recommendations for us staying in compliance. 1 employee, wage salaried Laboratory Technician: To conduct tests on all company products assuring specifications are met. Evaluate customer complaints and determine causes. To assist the Laboratory Manager in developing new products. 3 employees, wage range $8.00 to $.15.00 per hour I Benefits Texas Refinery Corp. provides an employee benefit package that includes: 1. Health Insurance 2. 40I. K. Retirement. 3 Life insurance 4. Workman Compensation 5. Long Term Disability 6. Bonus Program and Employee Incentives Page 1 of l • Directors Jerry Hopkins A.M . Pate, : VII Susan G Pate Officers. A.M. Pate, III Jerry W. Hopkins Charles L. Adamson J E Peel Loydean Chambers Ron Hinds Barbara Main Johnny McGee Dennis Parks Susan G. Pate David Allred Patty Collins Lana Horadam Miguel Vicar • TEXAS REFINERY CORP C•1Documeuts and SettingslAdministrato$My Doc; Listdoc Date Elected 1-2245 1 24-89 6:29-99 Titles Chairman of the Board & Chief Executive Officer • President & Chief Operating Officer Vice President; Secretary, Treasurer & Controller Vice President & Assistant Secretary Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President • Assistant Vice President Assistant. Vice President • ts\My Doc CK 02-25-09THUCK CORRESPONDENCE1Word\Ofcers 6/26/2009 SECRETARY Of STATE • • The undersigned, as `'ecretary the State of Texas, HEREBY CERTIFIES that the a true and correct copy of the following desc on file in this of ice: TEXAS REFINERY CORP. Articles of Incorporation Articles of Amendment Articles of Amendment Articles. of Amendment Proof of Final Payment Adoption of Provisions Articles of Amendment Articles of Amendment Restated Articles of Incorporation Change of Registered Office or Registered Agent • State of attached is• ibed instruments September 8., 1922 June 28, 1923 January 26, 1926 April 11, 1946 February 16, 1954 November 11 1957 November 9, 1959 May 21, 1969 August 14, 1972 August 14, 1972 • • • • OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF TEXAS REFINERY CORP. CHARTh.R "NU. .38561. The undersigned, as Secretary of State of the State of Texas, hereby certifies that duplicate originals of Restated Articles of Incorporation of the above corporation duly signed and verified pursuant to the provisions of the Texas Business Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as such Secretary of State, and by virtue of/the authority vested in him by law, hereby issues this t Certificate Of. Restated Articles of Incorporation and attaches here- to a duplicate original of the Restated Articles of Incorporation. Dated August 14 19 72 • PE TA °-i . A TIC S$ Qa • ;t E Y co purauan tothe pr C)ns c3 A ti sle 07 Of.. 1.110S4a us .tress- Co c ra ion Aat t hereby 1' adopts Peet. les of Inc rporat,iOn C hi ch ac drat yy copx one that are in Restated Art and which aontalz no ether change in any prov.sian the Incorporation date bar of ncorporation as her :L f r yet or4 h,. A. Art3,cle of • been. amended to elarge the Furp is formed to include the, purpose intangible personal property, of providx by law to a business corporation and of dealing in real estate subject to the provisions of Vernon: Artic le 1302-4. B. Article r'our has been corporation shalt have a pe, whip its as am .. as fol ARTICLE TQ rhibh the co rn ofa manufacturia , purchasing: of the The • greases, 1 eatts r pe'a • in at on h orporon ang .bie: or as not pro hibitd• d Civ l Statutes, out formed are ila to provd.de aery cres of eves e zzc ohibited by law to• a business corpora tic n and subject tothe prorsons of vetnon 3 Annotated c .vil Statutes ici 3.3E 2 4 . E and . t ... vi pora ed towns c and Each such sxrcoporation has been a ffected in canto .ty with the provisions. of this Texas Bualness Corporat At'C, d. such Restated Articles of inc .rpat on and each snob a t en nt made by the Articles o. Incorpora ion wore duly adopted by the share of the corporation on the 3 t i dad* Of auk a 9'7 ubur or. Tii.:E FOUR atio3. n is pa etua p • The nUMbar of shay Hundred. (7,200t the Restates ArtLcies of supplements Restated Arti entire text the Thousand TwO for such a tate4 Attic es a so amended was Six right Hundred {6 , Q :) and there were no shares voted against such Restated A t .ales *1 t bc. oration* VI* 3 of Incorporation .oa and all amend a sets and lowing incorporation which accurat iy copy the c as amended as above sat forth Vb t ding ven h xaand Two attar to vote upon oration as so amended was Sayan• red (7 200) r thenuMher of shares voted are hereby superseded b d vi .la{ ed Art.o. s of d asamrr tr nmrr ing, pure chasing product' all ether goods , w , s t personal property, to provi and dealingt in treating oduot d t ©of and able type not Zrr hibi tod by a to a buS nese OotpOtati andthe prow . Of' Verrxon ; s Apt fated Ci rll Statues , r al 5 to' purahasc, sell and subdivide off'unincorp 4 rated t s W,us tran act: d is at: Frt The' p 'o s r*E ?Ott, W i ` h e Tara r t.` b • tame Of. i' S • in tartan . countyt CLE ' on` The parod a its duration is ARTICL ors ins the .persons * who are presently rving as successor The numb r of of Directors is a • 40 North Fort W�rth' Pate n the pr ssse and T as Mal T as her orbs o� tC3 e 840 have authority to issue 3.a Ten Theu d (.1 • � 000 0 Cumu :ati v{ have the STATE OF TBa COUNTY OF TARRANT a rote: Y of 4%10 . 0100400 la ea ARTICLE. S., t value• • "Tress y p h b ted and raa nhareh©lde ate his votes air any election of o hereby • T T SRCRRTAUY OF sT: • vs.. 0? STA' _' 0? TEXAS1 Stant7t0 the.. provisions of the Texas Aat , the undersigned corps rat .on , organized the State of Tex purpose of Chang: s The hate at the cox The p +zit 4fli is 840 North Main Street, i or ofti`ce is Unchanged.. The .n of ita prawn The n following d agent in the s IV, r r= of d agent red d agent is A. 73. Canning The iost r oe add: se: of its .ge and th post offide addres of the h si, agent as 1 he identical* Such change was author by resolution duly adopted by itn Board of Directors he/ `un a 6, 1 72 EXECUTED this Jdayo � u..4 4 1972 Exhibit "D" Map of Central City II CDBG Eligible Areas & Central City 0 1 2 4 6 8 Miles Planning Department FORT FORTH 0 - BK 10/21/04 -BK City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/14/2010 DATE: Tuesday, December 14, 2010 REFERENCE NO.: C-24662 LOG NAME: 17TRCTA SUBJECT: Authorize Execution of Tax Abatement Agreement with Texas Refinery Corporation for Property Improvements at 600 North Beach Street and Authorize the Waiver of Certain Related Development Fees (COUNCIL DISTRICT 4) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a Tax Abatement Agreement with Texas Refinery Corporation for property improvements located at 600 North Beach Street; and 2. Authorize the waiver of City development fees that would otherwise be charged on account of this project. DISCUSSION: The Housing and Economic Development Department is proposing an eight year Tax Abatement with Texas Refinery Corporation that could potentially abate up to 75 percent of the City's taxes on the incremental value of real and business personal property investment in return for property improvements made to the property at 600 North Beach Street. This property has been designated as Tax Abatement Reinvestment Zone No. 71, City of Fort Worth, Texas. Proiect: Texas Refinery Corporation manufactures a variety of greases and coatings through a cold process mixing and blending operation. This operation has been forced to relocate from their current facility at 804 North Main to 600 North Beach Street, due to the Trinity River Vision project. Texas Refinery Corporation currently owns the property at North Beach and intends on redeveloping the property to be used as their cold process mixing and blending operation. The proposed project is estimated to have a construction cost of at least $3,500,000.00 and Texas Refinery Corporation will invest at least $7,750,000.00 in new taxable personal property by June 30, 2012. The site will include a 65,000 square foot warehouse and process operations building with a 16,000 square foot tank storage containment area Failure to meet these commitments will give the City the right to terminate the Agreement. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Property Improvements): Texas Refinery Corporation is required to spend a minimum of $2,800,000.00 of the construction costs in making the improvements with contractors that are Fort Worth companies and spend a minimum of $875,000 00 of its construction costs with contractors that are Certified Fort Worth M/WBE companies (with the understanding that dollars spent with Certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments: Texas Refinery Corporation is required to employ a minimum of 30 Full Time Employees on the property by December 31, 2012 with the greater of 65 percent or 19 of of those jobs being with Fort Worth residents and the greater of 25 percent or eight of the those jobs being with Fort Worth Central City residents (with the understanding that jobs held by Central City residents shall also be counted as jobs held by Fort Worth residents). Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply & Services): Texas Refinery Corporation has committed to spend the greater of 80 percent or $25,600.00 of its annual supply and service expenditures with Fort Worth Companies. Texas Refinery Corporation has also committed to spend the greater of 40 percent or $12,800.00 of its annual supply and service expenditures with Fort Worth M/WBE businesses (with the understanding that dollars spent with Certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies). City Commitments: All tax abatements granted for City property taxes are based on the incremental increase in value of real property improvements and business personal property and can be awarded for up to 75 percent for a period of eight years. Failure to meet one or more of the above —referenced commitments will result in a reduction of the corresponding component of the abatement for that year, as more specifcally depicted in the following chart: Abatement Component: Real & Business Personal Property Investment 25 percent Real Property Improvements with Fort Worth Contractors 15 percent Real Property Improvements with Fort Worth M/WBE Contractors 10 percent Fort Worth Supply and Service Contractors 5 percent Fort Worth M/WBE Supply and Service Contractors 5 percent Overall Employment 5 percent Employment of Fort Worth Residents 5 percent Employment of Fort Worth Central City Residents 5 percent Fee Waivers: The City will agree to waive the following fees related to the project that would otherwise be charged by the City at any time prior to the June 30, 2012 completion deadline: (i) all building permit, plan review, inspection, and re —inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances rules and regulations, including but not limited to, transportation impact fees and water and sewer impact fees, are not waived and will be fully payable. The project is located in COUNCIL DISTRICT 4. FISCAL INFORMATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS No attachments found. Susan Alanis (8180) Jay Chapa (5804) Robert Stuns (8003)