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Contract 45085
RECEIVED NO 0 LWi CITY SECRETA RY I ------ CONTRACT n tit Mull STATE OF TEXAS COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas; AT INDUSTRIAL OWNER 7 LLC, a Delaware limited liability company ("AT7"); and CAROLINA BEVERAGE GROUP, LLC, a North Carolina limited liability company ("Company"). RECITALS A. On June 12, 2012, the City Council adopted Resolution No. 4096-06-2012, stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement agreements entered into between the City and various parties, entitled "General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the "Code"). C. On April 23, 2013 the City Council adopted Ordinance No. 20719-04-2013 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 87, City of Fort Worth, Texas (the "Zone"). D. Company leases certain real property in the Zone located at 13300 Park Vista Boulevard, as more specifically described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes (the "Land"). The Land and improvements thereon, including an existing, approximately 399,000 square foot facility, are owned by AT7. The lease of the Land between AT7 and Company (the "Lease") will include terms and conditions consistent with those outlined in Exhibit "B attached hereto and hereby made a part of this Agreement for all purposes. E. Company is a manufacturer and distributer of craft beers, malt beverage, distilled spirits, energy drinks, teas, and other beverages. In accordance with the Lease, and contingent upon receipt of the tax abatement herein, AT7 and Company wish to redevelop the existing facilities on the Land for use as one of Company's manufacturing and distribution centers, as more specifically set forth in Exhibit "C", attached hereto and Page 1 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC RECEIVE) NOV 0 3 2013 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX hereby made a part of this Agreement for all purposes (the "Required Improvements"). Upon completion of the Required Improvements Company intends to install certain new taxable business personal property on the Land. F. Under the Lease, Company is required to pay AT7's real property taxes on the Land and all improvements thereon, including the Required Improvements. In order for the full tax abatement necessary to provide incentive for this project to be undertaken, the City has been requested to grant an abatement on real property taxes on improvements to the Land as well as an abatement on taxes on New Taxable Tangible Personal Property (as defined in Section 2) located on the Land. Section 312.204(a) of the Texas Tax Code permits the City to enter into an agreement with the owner of the Land to abate taxes on the value of improvements located on the Land, or of tangible personal property located on the Land, or both. Because Company must meet certain employment and spending commitments in order for the City to grant the full amount of abatement available hereunder on improvements to the Land, and because Company will be the owner or lessee of New Taxable Tangible Personal Property (as defined in Section 2) that is subject to abatement hereunder, it is necessary that both AT7 and Company be parties to this Agreement G. On March 26, 2013, AT7 submitted an application for tax abatement to the City concerning plans for redevelopment of the Land, including construction of the Required Improvements, which application is attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes. On March 26, 2013 Company submitted an application for tax abatement to the City relating to plans for redevelopment of the Land, including construction of the Required Improvements and installation of certain new taxable business personal property on the Land, which application is attached hereto as Exhibit "D" and hereby made a part of this Agreement for all purposes. These two applications collectively are referred to herein as the "Application". H. The contemplated use of the Land and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and are in compliance with the Policy, the Ordinance and other applicable laws, ordinances, rules and regulations. I. The provisions of this Agreement, and the proposed use of the Land and the nature of the proposed Required Improvements, satisfy the eligibility criteria for a commercial/industrial tax abatement pursuant to Section 4.2 of the Policy. J Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction over the Land. Page 2 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT INCORPORATION OF RECITALS. The City Council has found, and the City, AT7 and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Abatement means the abatement of a percentage (not to exceed seventy percent (70%) in any year of the Abatement Term of the City's ad valorem taxes on both (i) any improvements located on the Land (but not on the Land itself, which taxes are not subject to Abatement hereunder) and (ii) New Taxable Tangible Personal Property located on the Land, calculated in accordance with this Agreement. Abatement Term means the term of ten (10) consecutive years, commencing on January 1 of the second calendar year following the year in which the Completion Date occurred and expiring on December 31 of the tenth (10th) year thereafter, in which Company will receive an Abatement in accordance with this Agreement. Application has the meaning ascribed to it in Recital G. Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state -designated enterprise zones; and (iii) 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 any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit "F", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment has the meaning ascribed to it in Section 4.7. Central City Employment Percentage has the meaning ascribed to it in Section 6.2.6. Page 3 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Central City Resident means an individual whose primary residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5. Code has the meaning ascribed to it in Recital B. Company Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Completion Date means the date as of which all occupiable space within the Required Improvements has received a temporary or permanent certificate of occupancy. Completion Deadline means December 31, 2014. Compliance Auditing Term means the term of ten (10) consecutive years, commencing on January 1 of the first full calendar year following the year in which the Completion Date occurred and expiring on December 31 of the tenth (loth) year thereafter, in which the City will verify and audit Company's compliance with the various commitments set forth in Section 4 that form the basis for calculation of the amount of each annual Abatement percentage hereunder. Construction Costs means Hard Construction Costs plus engineering, architectural, and design fees expended directly in connection with the Required Improvements, and specifically excludes any property acquisition costs or rents under the Lease. Director means the director of the City's Housing and b conomic Development Department. Effective Date has the meaning ascribed to it in Section 3. Event of Default means a breach of this Agreement by a party, either by act or omission, as more specifically set forth in Section 8 of this Agreement. Fort Worth Certified M/WBE Company means a minority or woman -owned business that has received certification as either 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) and that has a principal business office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement Page 4 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.3. Fort Worth Construction Percentage has the meaning ascribed to it in Section 6.2.2. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.6. Fort Worth Employment Percentage has the meaning ascribed to it in Section 6.2.5. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.8. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 6.2.7. Full-time Job means a job provided to one (1) individual by Company on the Land for at least forty (40) hours per week. Hard Construction Costs means the following costs directly associated with construction of the Required Improvements: actual site development and construction costs, including directly -related contractor fees, and costs of supplies and materials Land has the meaning ascribed to it in Recital D. Lease has the meaning ascribed to it in Recital D. Legal Requirements means 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. M/WBE Construction Commitment has the meaning ascribed to it in Section 4.4. M/WBE Construction Percentage has the meaning ascribed to it in Section 6.2.3. Page 5 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.9. M/WBE Supply and Service Percentage has the meaning ascribed to it in Section 6.2.8. New Taxable Tangible Personal Property means any personal property other than inventory or 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 used by Company for the business purposes outlined in this Agreement; and (iv) was not located in the City prior to October 1, 2013. Ordinance has the meaning ascribed to it in Recital C. Overall Employment Commitment has the meaning ascribed to it in Section 4.5. Overall Employment Percentage has the meaning ascribed to it in Section 6.2.4. Overall Improvement Percentage has the meaning ascribed to it in Section 6.2.1. Phase I Personal Property Commitment has the meaning ascribed to it in Section 4.1. Phase II Personal Property Commitment has the meaning ascribed to it in Section 4.2. Policy has the meaning ascribed to it in Recital A. Records has the meaning ascribed to it in Section 4.12. Required Improvements has the meaning ascribed to it in Recital E. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of Land and any improvements thereon, excluding utility service costs and any salaries, benefits or other sums paid to persons counted as holding Full-time Jobs on the Land for purposes of determining attainment of the Overall Employment Commitment, the Fort Worth Employment Commitment or the Central City Employment Commitment. Term has the meaning ascribed to it in Section 3. Zone has the meaning ascribed to it in Recital C. Page 6 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 3. TERM. 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; provided, however, that if the Phase II Personal Property Commitment, as outlined in Section 4.2, is not met, no Abatement will be granted for the 2019 tax year and this Agreement shall expire on December 31, 2019 (collectively, the "Term"). 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Phase I. AT7 and Company must expend or cause to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs for the Required Improvements by the Completion Date, of which Three Million Seven Hundred Thousand Dollars ($3,700,000.00) must be Hard Construction Costs. The Completion Date for the Required Improvements must occur on or before the Completion Deadline. In addition, New Taxable Tangible Personal Property having a value of at least Twenty Million Dollars ($20,000,000.00) must be in place on the Land as of January 1, 2015, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Land at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year (the "Phase I Personal Property Commitment"). The Phase I Personal Property Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Phase I Personal Property Commitment is met. Notwithstanding anything to the contrary herein, if (i) by the Completion Date AT7 and Company have not expended or caused to be expended at least Five Million Dollars ($5,000,000 00) in Construction Costs for the Required Improvements, including at least Three Million Seven Hundred Thousand Dollars ($3,700,000.00) in Hard Construction Costs; (ii) the Completion Date for the Required Improvements does not occur by the Completion Deadline; or (iii) the Phase I Personal Property Commitment is not met, an Event of Default shall occur, as set forth in Section 8.1 of this Agreement. 4.2. Phase II. New Taxable Tangible Personal Property having a value of at least Sixteen Million Dollars ($16,000 000.00), excluding any New Taxable Tangible Personal Property that was counted for purposes of ascertaining attainment of the Phase I Personal Property Commitment, must be in place on the Land as of January 1, 2019, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Land at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year (the `Phase II Page 7 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Personal Property Commitment"). The Phase II Personal Property Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Phase II Personal Property Commitment is met. Notwithstanding anything to the contrary herein, if the Phase II Personal Property Commitment is not met, an Event of Default shall not occur, but no Abatement shall be granted for the 2019 tax year and this Agreement shall expire on December 31, 2019 in accordance with Section 3 4.3. Construction Spending Commitment for Fort Worth Companies. By the Completion Date, AT7 and Company shall have expended or caused to be expended with Fort Worth Companies the greater of at least (i) One Million Four Hundred Eighty Thousand Dollars ($1,480,000.00) in Hard Construction Costs for the Required Improvements or (ii) forty percent (40%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs (the "Fort Worth Construction Commitment"). The Fort Worth Construction Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Fort Worth Construction Commitment is met. 4.4. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Completion Date, AT7 and Company shall have expended or caused to be expended with Fort Worth Certified M/WBE Companies the greater of at least (i) Nine Hundred Twenty-five Thousand Dollars ($925,000 00) in Hard Construction Costs for the Required Improvements or (ii) twenty-five percent (25%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs (the "M/WBE Construction Commitment"). Dollars spent with Fort Worth Certified M/WBI-4 Companies for purposes of measuring the M/WBE Construction Commitment shall also be counted for purposes of measuring the Fort Worth Construction Commitment, as set forth in Section 4.3. The M/WBE Construction Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the M/WBE Construction Commitment is met. 4.5. Annual Overall Employment Commitment. Company hereby commits to provide and fill a minimum number of Full- time Jobs collectively on the Land, as set forth in this Section 4.5 (the "Overall Employment Commitment' ). Compliance with the Overall Employment Commitment in any given year shall be determined on the basis of Company's employment data as of December 31 of that year (or such other date in that year that is mutually agreeable to the City and Company). The Overall Employment Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Overall Employment Commitment is met. Page 8 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 4.5.1. From January 1 following Completion Date until December 31, 2015. From January 1 of the first calendar year following the year in which the Completion Date occurs until December 31, 2015, Company shall provide and fill at least 60 Full-time Jobs on the Land. 4.5.2. From January 1, 2016 until December 31, 2017. From January 1, 2016 until December 31, 2017, Company shall provide and fill at least 120 Full-time Jobs on the Land. 4.5.3. After December 31, 2017. From January 1, 2018 through the remainder of the Compliance Auditing Term, Company shall provide and fill at least 225 Full-time Jobs on the Land. 4.6. Annual Employment Commitment for Fort Worth Residents. Company hereby commits to provide and fill with Fort Worth Residents a minimum number of Full-time Jobs on the Land, as set forth in this Section 4.6 (the 'Fort Worth Employment Commitment"). Compliance with the Fort Worth Employment Commitment in any given year shall be determined on the basis of Company's employment data as of December 31 of that year (or such other date in that year that is mutually agreeable to the City and Company). The Fort Worth Employment Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Fort Worth Employment Commitment is met. 4.6.1. From January 1 following Completion Date until December 31. 2015. From January 1 of the first calendar year following the year in which the Completion Date occurs until December 31, 2015, Company shall provide and fill with Fort Worth Residents at least the greater of (i) 21 Full-time Jobs on the Land or (ii) thirty-five percent (35%) of all Full- time Jobs on the Land, regardless of the total number of such Full-time Jobs. Page 9 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 4.6.2. From January 1, 2016 until December 31, 2017. From January 1, 2016 until December 31, 2017, Company shall provide and fill with Fort Worth Residents at least the greater of (i) 42 Full-time Jobs on the Land or (ii) thirty-five percent (35%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs. 4.6.3. After December 31, 2017. From January 1, 2018 through the remainder of the Compliance Auditing Term, Company shall provide and fill with Fort Worth Residents at least the greater of (i) 79 Full-time Jobs on the Land or (ii) thirty-five percent (35%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs. 4.6.4. Counts Toward Overall Employment Commitment. Full-time Jobs held by Fort Worth Residents shall also count as Full-time Jobs for purposes of measuring the Overall Employment Commitment outlined in Section 4.5. 4.7. Annual Employment Commitment for Central City Residents. Company hereby commits to provide and fill with Central City Residents a minimum number of Full-time Jobs on the Land, as set forth in this Section 4.7 (the ` Central City Employment Commitment"). Compliance with the Central City Employment Commitment in any given year shall be determined on the basis of Company's employment data as of December 31 of that year (or such other date in that year that is mutually agreeable to the City and Company). The Central City Employment Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Central City Employment Commitment is met. 4.7.1. From January 1 following Completion Date until December 31, 2015. From January 1 of the first calendar year following the year in which the Completion Date occurs until December 31 2015, Company shall provide and fill with Central City Residents at least the greater of (i) 3 Full-time Jobs on the Land or (ii) five percent (5%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs. 4.7.2. From January 1, 2016 until December 31.2017. From January 1, 2016 until December 31, 2017, Company shall provide and fill with Central City Residents at least the greater of (i) 6 Page 10 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Full-time Jobs on the Land or (ii) five percent (5%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs. 4.7.3. After December 31, 2017. From January 1, 2018 through the remainder of the Compliance Auditing Term, Company shall provide and fill with Central City Residents at least the greater of (i) 11 Full-time Jobs on the Land or (ii) five percent (5%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs. 4.7.4. Counts Toward Overall and Fort Worth Employment Commitments. Full-time Jobs held by Central City Residents shall also count as Full-time Jobs for purposes of measuring the Overall Employment Commitment outlined in Section 4.5 and the Fort Worth Employment Commitment outlined in Section 4.6. 4.8. Annual Supply and Service Spending Commitment for Fort Worth Companies. Beginning in the first calendar year following the year in which the Completion Date occurs, and in each year thereafter throughout the Compliance Auditing Term, Company hereby commits to expend annually with Fort Worth Companies at least the greater of (i) Three Hundred Sixty Thousand Dollars ($360 000 00) in Supply and Service Expenditures or (ii) thirty percent (30%) of annual Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures (the "Fort Worth Supply and Service Spending Commitment"). The Fort Worth Supply and Service Spending Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the Fort Worth Supply and Service Spending Commitment is met. 4.9. Annual Supply and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in the first calendar year following the year in which the Completion Date occurs, and in each year thereafter throughout the Compliance Auditing Term, Company hereby commits to expend annually with Fort Worth Certified M/WBE Companies at least the greater of (i) Three Hundred Thousand Dollars ($300,000.00) in Supply and Service Expenditures or (ii) twenty-five percent (25%) of annual Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures (the "M/WBE Supply and Service Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies for purposes of measuring the M/WBE Supply and Service Page 11 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC Spending Commitment shall also be counted for purposes of measuring the Fort Worth Supply and Service Spending Commitment, as set forth in Section 4.8. The M/WBE Supply and Service Spending Commitment is an obligation of Company only, and AT7 shall not have any responsibility to ensure that the M/WBE Supply and Service Spending Commitment is met. 4.10. Reports and Filings. 4.10.1. Construction Spending Reports. 4.10.1.1. Monthly Reports. From the Effective Date until the Completion Date, Company will provide the Director with a monthly report in a form reasonably acceptable to the City that specifically outlines (i) the then -current aggregate Construction Costs expended by AT7 and Company for the Required Improvements; (ii) the then -current aggregate Hard Construction Costs expended by AT7 and Company for the Required Improvements; (iii) the then -current aggregate Hard Construction Costs for the Required Improvements expended by AT7 and Company with Fort Worth Companies; and (iv) the then -current aggregate Hard Construction Costs for the Required Improvements expended by AT7 and Company with Fort Worth Certified M/WBE Companies. AT7 and Company agree to meet with the City's M/WBE Office as reasonably necessary for assistance in meeting or exceeding M/WBE Construction Commitment and to address any related concerns that the City may have. 4.10.1.2. Final Construction Reports. Within sixty (60) calendar days following the Completion Date, in order for the City to assess whether AT7 and Company expended or caused to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs for the Required Improvements including at least Three Million Seven Hundred Thousand Dollars ($3,700,000.00) in Hard Construction Costs, and the extent to which AT7 and Company met the Fort Worth Construction Commitment and the M/WBE Construction Commitment Company will provide the Director with a report in a form reasonably acceptable to the City that specifically outlines (i) the total Construction Costs expended by AT7 and Company for the Required Improvements; (ii) the total Hard Construction Costs expended by AT7 and Company for the Required Improvements; (iii) the total Hard Construction Costs expended with Fort Worth Companies by AT7 and Company for the Required Improvements, Page 12 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC and (iv) the total Hard Construction Costs expended with Fort Worth Certified M/WBE Companies by AT7 and Company for the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Company, including, without limitation, final lien waivers signed by Company's general contractor. 4.10.2. Annual Employment Report. On or before February 1 of the second full calendar year following the year in which the Completion Date occurs, and of each year thereafter for the next nine (9) years, in order for the City to assess the degree to which Company met in the previous year the Overall Employment Commitment, the Fort Worth Employment Commitment and the Central City Employment Commitment, Company shall provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals, the total number of Fort Worth Residents, and the total number of Central City Residents who held Full-time Jobs on the Land, each as of December 31 of the previous calendar year (or such other date in that year that is mutually agreeable to the City and Company), together with reasonable supporting documentation. 4.10.3. Annual Supply and Service Spending Report. On or before February 1 of the second full calendar year following the year in which the Completion Date occurs, and of each year thereafter for the next nine (9) years, in order for the City to assess the degree to which Company met the Fort Worth Supply and Service Spending Commitment and the M/WBH Supply and Service Spending Commitment in the previous calendar year, Company shall provide the City with a report in a form reasonably acceptable to the City that sets forth the aggregate Supply and Service Expenditures made during such year with Fort Worth Companies and Fort Worth Certified M/WBE Companies, together with reasonable supporting documentation. 4.10.4. General. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. 4.11. Inspection of Property and the Lease. At any time during Company's normal business hours throughout the Term and following reasonable notice to Company, the City shall have the right to inspect and evaluate the Land and any improvements thereon, including the Page 13 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Required Improvements, and Company will provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Company will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by a representative or security personnel of Company during any such inspection and evaluation. In addition, upon request of the City at any time during the Teini and the year following the Term and following reasonable advance notice, AT7 and Company, as the case may be, will make available a copy of the Lease in effect at the time for review by the City to ensure compliance under this Agreement by both AT7 and Company. 4.12. Audits. The City will have the right throughout the Term to audit (i) the financial and business records of AT7 that relate to any Construction Costs expended by AT7, including, but not limited to, construction documents and invoices, and (ii) the financial and business records of Company that relate to the Required Improvements and the Land and any other documents necessary to evaluate compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices (collectively "Records' ). AT7 and Company shall make all Records available to the City on the Land or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 4.13. Use of Land. The Land and any improvements thereon, including, but not limited to, the Required Improvements, must be used at all times during the Term of this Agreement for Company's lawful business operations, as set forth in this Agreement, and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 5. CERTIFICATE OF COMPLETION. Within ninety (90) calendar days following receipt by the City of the final construction spending report for the Required Improvements submitted in accordance with Section 4.10.1.2 and assessment by the City of the information contained therein pursuant to Sections 4 11 and 4.12, if the City is able to verify that AT7 and Company expended or caused to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs for the Required Improvements by the Completion Date, of which at least Three Million Seven Hundred Thousand Dollars ($3,700,000.00) were Hard Construction Costs, and that the Completion Date occurred on or before Completion Deadline, the Director will issue AT7 and Company a certificate stating the amount of Page 14 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Construction Costs expended for the Required Improvements, the amount of Hard Construction Costs expended for the Required Improvements, and the amount of such Hard Construction Costs expended specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies (the "Certificate of Completion") The Certificate of Completion will also serve as the basis for determining the extent to which the Fort Worth Construction Commitment and the M/WBE Construction Commitment were met. 6. TAX ABATEMENT. 6.1. Duration and Prerequisites. 6.1.1. From First Year of Abatement Term until 2018. Provided that (i) AT7 and Company expended or caused to be expended at least Five Million Dollars ($5,000,000 00) in Construction Costs for the Required Improvements by the Completion Date, of which at least Three Million Seven Hundred Thousand Dollars (3,700,000.00) were Hard Construction Costs both as confirmed in the Certificate of Completion issued by the Director in accordance with Section 5; (ii) the Completion Date occurred on or before the Completion Deadline, as confirmed in the Certificate of Completion issued for by the Director in accordance with Section 5; and (iii) New Taxable Tangible Personal Property having a value of at least Twenty Million Dollars ($20,000,000.00) was in place on the Land by January 1 of the year following the year in which the Completion Date occurred, as determined solely by the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, an Abatement will be granted for the first year of the Abatement Term and in each year thereafter until, and including, 2018. 6.1.2. From 2019 until Expiration of Abatement Term. Provided that (i) AT7 and Company were entitled to receive an Abatement hereunder pursuant to Section 6.1.1 and (ii) New Taxable Tangible Personal Property having a value of at least Sixteen Million Dollars ($16,000,000.00), excluding any New Taxable Tangible Personal Property that was counted for purposes of ascertaining attainment of the Phase 1 Personal Property Commitment, was in place on the Land by January 1, 2019, as determined solely by the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, an Abatement will be granted for 2019 and each year thereafter throughout the remainder of the Abatement Term. Page 15 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 6.2. Amount. The amount of each Abatement that will be granted during the years covered by Section 6 1.1 and, if applicable, by Section 6.1.2, will be a percentage of the City's ad valorem taxes on the increase in value of any improvements located on the Land (but not on the Land itself, which taxes are not subject to Abatement hereunder) and of New Taxable Tangible Personal Property located on Land over their values for the 2013 tax year (which is the year in which this Agreement was entered into), which percentage shall equal the sum of the Overall Construction Percentage, the Fort Worth Construction Percentage, the M/WBE Construction Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 6.2.1 through 6.2.8 (not to exceed seventy percent (70%), as follows: 6.2.1. Completion of Required Improvements (10%). A percentage equal to ten percent (10%) (the "Overall Improvement Percentage") will be granted for each annual Abatement on account of all requirements having been met in accordance with Section 4.1 for completion of the Required Improvements and on account of the Phase I Personal Property Commitment having been met (and in addition, for each Abatement due for the 2019 tax year and each tax year thereafter for the remainder of the Abatement Term, on account of the Phase II Personal Property Commitment having been met). 6.2.2. Fort Worth Construction Cost Spending (Up to 5%). A percentage of each annual Abatement will be based on the extent to which the Fort Worth Construction Commitment, as outlined in Section 4.3, was met (the "Fort Worth Construction Percentage"). The Fort Worth Construction Percentage shall equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Hard Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Companies by the number of dollars comprising the Fort Worth Construction Commitment, as determined in accordance with Section 4.3 For example, if the Fort Worth Construction Commitment is $1,480,000.00 and only $1,036,000.00 in Hard Construction Costs were expended with Fort Worth Companies by the Completion Date, the Fort Worth Construction Percentage would be 3.5% instead of 5% (or .05 x [$1,036,000/$1,480,000], or .05 x .70, or .035). If the Fort Worth Construction Commitment was met or exceeded, the Fort Worth Construction Percentage will be five percent (5%). Page 16 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 6.2.3. Fort Worth M/WBE Construction Cost Spending (Up to 5%). A percentage of each annual Abatement will be based on the extent to which the M/WBE Construction Commitment, as outlined in Section 4.4 was met (the ` M/WBE Construction Percentage"). The M/WBE Construction Percentage shall equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Construction Commitment was met, which will be calculated by dividing the actual Hard Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Certified M/WBE Companies by the number of dollars comprising the M/WBE Construction Commitment, as determined in accordance with Section 4.4. If the M/WBE Construction Commitment was met or exceeded, the M/WBE Construction Percentage will be five percent (5%). 6.2.4. Overall Employment (Up to 20%). A percentage of each annual Abatement will be based on the extent to which the Overall Employment Commitment was met in a given year, as outlined in Section 4.5, (the "Overall Employment Percentage"). The Overall Employment Percentage for a given year shall equal the product of twenty percent (20%) multiplied by the percentage by which the Overall Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided by Company on the Land in the previous year by the number of Full-time Jobs constituting the Overall Employment Commitment in such year, as set forth in Section 4.5 For example, the Overall Employment Commitment for the first full calendar year following the Completion Date will be 60 Full-time Jobs. If in that year only 45 Full-time Jobs were provided on the Land, the Overall Employment Percentage for the following year would be 15% instead of 20% (or .20 x [45/60]), or .20 x .75, or .15. If the Overall Employment Commitment is met or exceeded in a given year, the Overall Employment Percentage for the following year will be twenty percent (20%). 6.2.5. Fort Worth Employment (Up to 10%). A percentage of each annual Abatement will be based on the extent to which the Fort Worth Employment Commitment was met in a given year, as outlined in Section 4.6 (the "Fort Worth Employment Percentage"). The Fort Worth Employment Percentage for a given year shall equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the Land to Fort Worth Residents in the previous year by the number of Full-time Jobs constituting the Fort Page 17 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Worth Employment Commitment in that year, as set forth in Section 4.6. For example, if Company provides and fills 72 Full-time Jobs on the Land in the first full calendar year following the Completion Date, the Fort Worth Employment Commitment for that year will be 25 Full-time Jobs (35% of 72 Full-time Jobs). If in that year only 61 Full-time Jobs on the Land were provided to Fort Worth Residents, the Fort Worth Employment Percentage for the following year would be 8.47% instead of 10% (or .10 x [61/72]), or .10 x .84722, or .0847. If the Fort Worth Employment Commitment is met or exceeded in a given year, the Fort Worth Employment Percentage for the following year will be ten percent (10%). 6.2.6. Central City Employment (Up to 10%). A percentage of each annual Abatement will be based on the extent to which the Central City Employment Commitment was met in a given year, as outlined in Section 4.7 (the "Central City Employment Percentage"). The Central City Employment Percentage for a given year shall equal the product of ten percent (10%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the Land to Central City Residents in the previous year by the number of Full-time Jobs constituting the Central City Employment Commitment in that year, as set forth in Section 4.7. If the Central City Employment Commitment is met or exceeded in a given year, the Central City Employment Percentage for the following year will be ten percent (10%). 6.2.7. Fort Worth Supply and Service Spending (Up to 5%1. A percentage of each annual Abatement will be based on the extent to which the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4.8, was met (the "Fort Worth Supply and Service Percentage"). The Fort Worth Supply and Service Percentage for a given year shall equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Companies by the Fort Worth Supply and Service Spending Commitment for that year. For example, if Company makes $1,300 000.00 in Supply and Service Expenditures in a given year, the Fort Worth Supply and Service Spending Commitment for that year will be $390,000.00 (30% of $1,300,000.00). If only $312 000.00 in Supply and Service Expenditures were made with Fort Worth Companies in that year, the Fort Worth Supply and Service Percentage for the following year would be 4% instead of 5% (or .05 x [$312,000/$390 000], or .05 x .80, or .04). If the Fort Worth Supply and Page 18 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC Spending Commitment is met or exceeded in any given year, the Fort Worth Supply and Service Percentage for the following year will be five percent (5%). 6.2.8. Fort Worth M/WBE Supply and Service Spending (Up to 5%). A percentage of each annual Abatement will be based on the extent to which the M/WBE Supply and Service Spending Commitment, as outlined in Section 4.9, was met (the "M/WBE Supply and Service Percentage"). The M/WBE Supply and Service Percentage for a given year shall equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met in the previous year, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Certified M/WBE Companies by the M/WBE Supply and Service Spending Commitment for that year. If the M/WBE Supply and Spending Commitment is met or exceeded in any given year, the M/WBE Supply and Service Percentage for the following year will be five percent (5%). 6.3. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. For example, if Company failed to meet the M/WBE Supply and Service Spending Commitment by $5,000.00, but exceeded the Fort Worth Supply and Service Spending Commitment by $5 000.00, the percentage of Abatement available hereunder would still be reduced in accordance with Section 6.2.8 on account of the failure to meet the M/WBE Supply and Service Spending Commitment. 6.4. Abatement Limitations. In accordance with Section 11.5 of the Policy and notwithstanding anything to the contrary herein, the Abatement in any given year of ad valorem taxes on improvements located on the Land shall be based on the increase in the value of those improvements over their value as of January 1, 2013, up to a maximum increase of Seven Million Five Hundred Thousand Dollars ($7,500,000.00). In other words, in any year in which the taxable value of improvements on the Land exceeds (i) the value of improvements on the Land as of January 1 2013 plus (ii) $7,500,000.00, the Abatement of ad valorem taxes on improvements located on the Land for that year shall be capped and calculated as if the increase in the value of those improvements since January 1, 2013 had only been $7,500,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of improvements on the Land is $10,000,000.00 over their value as of January 1, 2013, the maximum Abatement of ad valorem taxes on improvements located on the Land for that year would be seventy Page 19 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC percent (70%) of $7,500,000.00 in valuation, and full taxes on the $2,500,000.00 difference in value over that cap would remain owing and payable to the City. Likewise, the Abatement in any given year of ad valorem taxes on New Taxable Tangible Personal Property shall be based on the increase in value of those improvements up to a maximum value of Fifty-four Million Dollars ($54,000,000.00). In other words in any year in which the taxable value of New Taxable Tangible Personal Property exceeds $54,000,000.00, the Abatement of ad valorem taxes on New Taxable Tangible Personal Property for that year shall be capped and calculated as if the value of such New Taxable Tangible Personal Property had only been $54,000,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of New Taxable Tangible Personal Property is $60,000 000.00, the maximum Abatement of ad valorem taxes on such New Taxable Tangible Personal Property for that year would be seventy percent (70%) of $54,000,000.00 in valuation, and full taxes on the $6,000,000.00 difference in value over that cap would remain owing and payable to the City. 7. FEE WAIVERS AND CREDITS. Company and its contractors will be required to apply for and receive all peunits and other licenses and certificates required by the City with respect to construction of the Required Improvements. However, the City agrees to grant Company certain waivers or credits for City fees associated with construction of the Required Improvements, as follows: 7.1. Specific Fee Waivers. The City Council has found that the proposed use of the Required Improvements will help achieve the public purpose of assisting in the development and diversification of the economy and the elimination of unemployment consistent with Article 3, Section 52-a of the Texas Constitution. As a result, the City hereby 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, demolition 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. 7.2. Limited Fee Credits. The City acknowledges receipt of the required Application fee of Five Thousand Dollars ($5,000.00). Of such amount, Two Thousand Dollars ($2,000.00) is nonrefundable and shall be used by the City for the purposes set forth in the Policy. If construction work on the Required Improvements begins by Page 20 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC March 26, 2014, the remaining Three Thousand Dollars ($3,000.00) of such fee shall be credited to AT7's and Company's benefit against any pennit, impact, inspection or other lawful fee required by the City in connection with the Required Improvements that is not waived pursuant to Section 7.1. If construction work for the Required Improvements does not begin by March 26, 2014, no portion of the Application fee will be credited or refunded. 8. DEFAULT. TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 8.1. Failure to Complete Improvements or to Meet Phase I Personal Property Commitment. Notwithstanding anything to the contrary herein, if (i) AT7 and Company failed to expend or cause to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs for the Required Improvements by the Completion Date; (ii) of the Construction Costs expended for the Required Improvements by the Completion Date, AT7 and Company fail to expend or cause to be expended at least Three Million Seven Hundred Thousand ($3,700,000.00) in Hard Construction Costs; (iii) the Completion Date did not occur on or before the Completion Deadline; or (iv) New Taxable Tangible Personal Property having a value of at least Twenty Million Dollars ($20,000,000.00) was not in place on the Land by January 1 of the first year following the year in which the Completion Date occurred, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, an Event of Default shall occur and the City shall have the right to terminate this Agreement, effective immediately, by providing written notice to AT7 and Company without further obligation to AT7 and Company hereunder. 8.2. Lease Expiration, Termination or Amendment. Notwithstanding anything to the contrary herein, an Event of Default shall occur (i) contemporaneously upon the expiration or termination of the Lease or (ii) if (a) the Lease is amended or (b) Company and AT7 or a successor owner of the Land enter into another agreement, so that in the case of either (a) or (b) above Company is not required to pay all real property taxes on the Land and any improvements thereon including the Required Improvements. In this event, the City will have the right to terminate this Agreement immediately by providing written notice to AT7 and Company without further obligation to AT7 and Company hereunder Page 21 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 8.3. Failure to Meet Phase II Personal Property Commitment. Notwithstanding anything to the contrary herein, if New Taxable Tangible Personal Property having a value of at least Sixteen Million Dollars ($16,000,000.00), excluding any New Taxable Tangible Personal Property that was counted for purposes of ascertaining attainment of the Phase I Personal Property Commitment, was not in place on the Land by January 1, 2019, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, an Event of Default will not occur and Section 8.7 shall not apply, but no Abatement will be granted for the 2019 tax year and this Agreement will expire on December 31, 2019 in accordance with Section 3. 8.4. Failure to Meet Certain Construction Cost Spending, Employment, and Supply and Service Spending Commitments. If the Fort Worth Construction Commitment or the M/WBE Construction Commitment are not met, or the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment are not met in any given year, such event shall not constitute an Event of Default hereunder or provide the City with the right to terminate this Agreement, but, rather, shall only cause the percentage of Abatement available to AT7 and Company pursuant to this Agreement to be reduced in accordance with this Agreement. 8.5. 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.C. Section 1324a(/) (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 Page 22 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 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. For the purposes of this Section 8.5, "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 8.5 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, the parties agree that the Abatement is a "public subsidy" (as that term is defined in Section 2264.001, Texas Government Code) for the benefit of Company and that, accordingly, this Section 8.5 does not apply to AT7. This Section 8.5 shall survive the expiration or termination of this Agreement. 8.6. Failure to Pay Taxes; Non -Compliance with Legal Requirements: General Breach. An Event of Default shall occur if any ad valorem taxes owed to the City by Company or a Company Affiliate become delinquent and Company or the Company 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 taxes, or Company or a Company Affiliate is in violation of any material Legal Requirement due to any act or omission connected with Company's or a Company Affiliate's operations on the Land. In addition to Sections 8.1, 8.2 and 8 5, an Event of Default under this Agreement shall occur if either party breaches any term or condition of this Agreement, in which case the non -defaulting party shall provide the defaulting party with written notice specifying the nature of the Default. Subject to Sections 8.1, 8.2 and 8.5, if any Event of Default hereunder remains uncured after thirty (30) calendar days following receipt of such written notice (or, if the defaulting party has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty Page 23 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the non -defaulting party shall have the right to terminate this Agreement, effective immediately, by providing written notice to the defaulting party. 8.7. Liquidated Damages. Company acknowledges and agrees that termination of this Agreement due to an Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land and the Zone; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be detrimental to the City's general economic development programs, both in the eyes of the general public and by other business entities and corporate relocation professionals, and Company agrees that the exact amounts of actual damages sustained by the City therefrom will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, and to the extent authorized by Section 312.205(b)(6) of the Code, but without duplication of any other remedies available to the City under this Agreement, 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 8.7 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 business personal 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 by Company 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, 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). 9. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that AT7 and Company shall operate as independent contractors in each and every respect hereunder and not as agents, representatives or employees of the City. As to the City, AT7 and Company shall have the exclusive right to control all details and day-to-day operations relative to the Land and the Required Improvements and shall be solely responsible for the acts and omissions of their respective officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. AT7 and Company acknowledge that the doctrine of respondeat Page 24 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC superior will not apply as between the City and AT7 or Company, and their respective officers, agents, servants employees, contractors, subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and AT7 or Company. 10. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY OR AT7, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY AND AT7 AND THEIR RESPECTIVE OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF AT7 OR COMPANY AND THEIR RESPECTIVE OFFICERS AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS; THE LAND AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 11. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth Attn City Manager 1000 Throckmorton Fort Worth, TX 76102 Company: Carolina Beverage Group, LLC Attn: Harry Barto PO.Box 1183 110 Barley Park Lane Mooresville, NC 28115 Page 25 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC with copies to: the City Attorney and Housing/Economic Development Dept. Director at the same address AT7: AT Industrial Owner 7 LLC c/o Hillwood Alliance Services, LLC 13600 Heritage Parkway, Suite 200 Fort Worth TX 76177 Attn: Property Manager — Gateway 18 with copies to: AT Industrial Owner 7 LLC c/o JPMorgan Asset Management, LLC Global Real Assets NY1-K150 270 Park Avenue, 7th Floor New York, NY 10017 Attn• Dan Mmkoff 12. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS: ASSIGNMENT AND SUCCESSORS. AT7 may assign this Agreement without the consent of the City Council, provided that AT7 shall give written notice to the City of the name and contact information for AT7's assignee or successor in interest. Any lawful assignee or successor in interest of AT7 of its rights under this Agreement shall be deemed "AT7" for all purposes under this Agreement. Company may assign this Agreement and all or any of the benefits provided hereunder to a Company Affiliate that leases the Land and owns or leases any New Taxable Tangible Personal Property only if (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 Company Affiliate and a contact name, address and telephone number for the Company Affiliate, and (ii) the Company Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the proposed assignee or successor leases or agrees to lease the Land and owns or leases any New Taxable Tangible Personal Property; (ii) the prior approval of the assignee Page 26 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute an Event of Default under this Agreement. Any lawful assignee or successor in interest of Company of its rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable Legal Requirements. 14. 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. 15. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. NO WAIVER. The failure of a 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. 17. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Page 27 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 18. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City, AT7 and Company and any lawful assigns or successors of AT7 or Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 19. 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 any party, regardless of the actual drafter of this Agreement In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. 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, AT7 and Company 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. Notwithstanding anything to the contrary herein this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 22. 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. 23. 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. Page 28 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC 24. CONFLICTS OF INTEREST. Neither the Land nor any improvements thereon 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. 25. OBLIGATIONS AND COMMITMENTS. With respect to all references in this Agreement to AT7 and Company expending or causing to be expended certain funds, such obligation shall be satisfied by either Company and/or AT7 expending or causing to be expended such funds, in the aggregate (e.g. for purposes of Section 4 1, either AT7 or Company must expend or cause to be expended in the aggregate, at least Five Million Dollars ($5,000,000.00) in Construction Costs for the Required Improvements. 26. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken by any party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party. 27. NO LIABILITY. AT7 is consenting to the provisions of this Agreement as an accommodation to, and at the request of, the Company. Accordingly, notwithstanding anything to the contrary contained herein, in no event shall AT7 be responsible for any damages, clawbacks, fees, penalties, interest or increase in ad valorem taxes as a result of any default under this Agreement. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES] Page 29 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC CITY OF FORT WORTH: By: Fernando Costa Assistant City Manager Date: ///SA3 Attested by: Mary J. Ka APPROVED AS TO FORM AND LEGALITY: By: ttie,),C.A), Peter Vaky Deputy City Attorney • M&C: C-26238 05-07-13 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 organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2013. 7)4Los-ktai geLnel:2 otary Public in and for the State of Texas olottfrA . 17 ArnE As Notary's Printed Name EVONIA DANIELS Notary Public, State of Texas My Commission Expires July 10, 2017 Page 30 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTh, TX AT INDUSTRIAL OWNER 7 LLC, a Delaware limited liability company: By: AT Industrial Owner Acquisition, LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund Strategic Property) of JPMorgan Chase Bank, N.A., its sole member By: JPMorgan Chase Bank, N.A., not individually, but solely in its capacity as trustee By:-44 A4-t/7 Name: 09Nmico«' Title: vi4 fl,ijo4t Date: if I' if 3 STATE OF COUNTY OF BEFO±E ME the undersi us aut ity, on this day personally appeared �.4-1-- of AT INDUSTRIAL OWNER 7 LLC, a Delaware limit liability company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of AT INDUSTRIAL OWNER 7 LLC. GIVEN UNDER MY AND AND SEAL OF OFFICE this .�-�- day of Notary Public infing far the State of-Jnr,,• ('—Th Notary's Printed Name l i 0 . r=v,-1 l , 2013. cL ESTHER MARY KRIVDA Notary Public, State of New York Qualified in Bronx County Reg. No. 01 KR6061251 My Commission Expires Nov. 20, 2014 Page 31 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC CAROLINA BEVERAGE GROUP, LLC, a North Carolina limited liability company: By: Na Title: Date: Mby IGFttp4z /*Writ-6 at STATE OF �� X�S § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared 11 r21U Ba_—. of CAROLINA BEVERAGE GROUP, LLC, a North Carolina limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of CAROLINA BEVERAGE GROUP, LLC. • GIVEN UNDER MY HAND AND SEAL OF day of Ocmtae , 2013. GmAtcr- Notary Public in and for the State of Notary's Printed Name ottiffil •',z;kto•• •• it( ' % • . . jets OFFICE this VICTORIA GOSSETT Notary Public, State of Texas My Commission Expires September 10, 2016 Page 32 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC EXHIBITS "A" — Description and Map Depicting the Land "B" — General Lease Terms "C" — Description of the Required Improvements "D" — AT7's Tax Abatement Application "E" — Company's Tax Abatement Application "F" — Map of Central City Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 7 LLC; and Carolina Beverage Group, LLC LEGAL DESCRIPTION EXHIBIT "A" LEGAL DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE JOSE CH)RINO SURVEY, ABSTRACT NUMBER 265 TARRANT COUNTY. TEXAS, AND BEING THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED TO ALLIANCE GATEWAY NO. 18 LTD., AS RECORDED IN COUNTY CLERK S FILE NUMBER D207146924, DEED RECORDS. TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, COMMENCING AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 2, ALLIANCE GATEWAY SOUTH ADDITION, AS RECORDED IN CABINET A, SLIDE 6208, PLAT RECORDS, TARRANT COUNTY, TEXAS, FROM WHICH A 1/2 INCH IRON ROD WITH PLASTIC CAP STAMPED 'HALFF & ASSOC. BEARS N 10° 45' 02" W, 0.31 FEET, SAID POINT BEING IN THE NORTH RIGHT-OF- WAY LINE OF WESTPORT PARKWAY IA 120 RIGHT-OF-WAY), THENCE N 89°38'48"W. 130.02 FEET ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID WESTPORT PARKWAY TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS' SET FOR THE POINT OF BEGINNING; THENCE N 89°38'48"W, 674.44 FEET CONTINUING ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID WESTPORT PARKWAY TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET AT THE BEGINNING OF A CURVE TO THE RIGHT, THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE AND WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 121.33 FEET, THROUGH A CENTRAL ANGLE OF 07°01'18" HAVING A RADIUS OF 990.00 FEET, THE LONG CHORD OF WHICH BEARS N 86° 08' 09 W, 121.25 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS' SET AT A REVERSE CURVE TO THE LEFT, THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE AND WITH SAID REVERSE CURVE TO THE LEFT, AN ARC DISTANCE OF 74 76 FEET, THROUGH CENTRAL ANGLE OF 07°01'18" HAVING A RADIUS OF 610 00 FEET, THE LONG CHORD OF WHICH BEARS N 86°08 09"W, 14:71 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED 'CARTER & BURGESS" SET, • THENCE N 89°38 48'W, 150 24 FEET'CONTINUING ALONG SAID RIGHT-OF-WAY LINE TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET AT THE BEGINNING OF A CURVE TO THE RIGHT, BEING THE SOUTHERLY ENO OF A CORNER CLIP FOUND AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF SAID WESTPORT PARKWAY AND THE EAST RIGHT-OF-WAY LINE OF PARK VISTA BOULEVARD (A 120' RIGHT-OF-WAY), THENCE ALONG SAID CORNER CLIP AND WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 141 48 FEET THROUGH A CENTRAL ANGLE OF 90°04'02" HAVING A RADIUS OF 90.00 FEET, THE LONG CHORD OF WHICH BEARS N 44°36 47'W, 121.35 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS' SET, BEING IN THE EAST RIGHT-OF-WAY LINE OF SAID PARK VISTA BOULEVARD, THENCE N 00°25113"E, 712.89 FEET ALONG THE EAST RIGHT-OF-WAY LINE OF SAID PARK VISTA BOULEVARD TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET, THENCE S 89°38'48"E, AT 765.38 FEET PASS THE SOUTHWEST CORNER OF LOT 3, BLOCK 3,• ALLIANCE GATEWAY SOUTH ADDITION, AS RECORDED IN CABINET A, SLIDE 7242, AND THEN ALONG THE SOUTH LINE OF SAID LOT 3, BLOCK 3, ALLIANCE GATEWAY SOUTH ADDITION, IN ALL 1109.44 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED 'CARTER & BURGESS' SET, THENCE S 00°21 12'W. 815.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 898,871 SQUARE FEET OR 20.635 ACRES OF LAND MORE OR LESS. FUMES owl Ulry NOD s z 4495404" 02 9.90. 00' L.141.48• L C..N44a36' 474W 127. 3s• i G0 100 200 300 V0�pWe 4u700 GRAPHIIC SCALE FEET REL I Pr "1T AIL VOlL. 13588. PG. 17P 5 LIBERTY WAY L.f.§BFo AIL INVESTMENT, L.P. VOL.13588.P0.183 1109.44' ,cµP5912Ec. 1. �"--N1.1YAVINO.LT DAL.. UTILITY IASDat VOL.i Nni,PA...=c Tff06 5. ALLT.(CE LrATEVAY BLOCK ADDITION ABINET A, SLIDE 7242 • ..a4Y;4 :,.14a.."'" r—to nauD.c NAM. VOL.mul..,..,RN 1 SCALE 1"=100' 6aA 9891138' 484w 15D.24' Copyright 02007 by Carver c Burgess. Inc. LOT 5, BLOCK 3 ALLIANCE GATEWAY SOUTH 20.625 ACRES ALLTAV(�GATEEWWAY1 NO.a 18, LTD. C ill NOTICg' 1!! FOR MULTIPLE ADDRESSES IN THIS LEGAL DESCRIPTION, CONTACTTHE FORT WORTH FIRE DEPARTMENT AT 817392-6797 OR 817-392-6833 THE FORTWOR7H FIRE DEPARD.1E74T O MUSTAPPROVE ORASSIGN ALLALLS/�� �� \J e 8.0r01• IV R•610. 00• L•T4. 76' L.C.-N66°CB'O9'W 74. Tv 'IMDUILOING SIT GAO( VOT.10111.1$12219 311 TIMING MT NAM VOL.10711.PO.OMM Na 39.40 WESTPORT PARKWAY 8.Or0Y 10• R•990. 00' L•121. 33 L. C..N86' 08. 091W 121.25' OWNER/DEVELOPER Alliance Gateway No.18, LTD. 13600 HorTtaga Parkway Suite 200 Fort. Worth, TX 76177 7 0 ClOni ticO Wii POLY! OF BLOCK 2 ALLIANCE GATEWAY SOUTH ADDITION CABINET A. SLIDE 6208 674. 44' NAr3O 40 W FORT xWORTH CITY PLAN OHM'SSION cat Or PONY VOITW, Y2L6 Plot Approval D..: 6.4 By 7 ARIRFT G 7"'IF �o w 'ON°mEF "TIN ON DAT[ • OW LOIN EN" la INN" NI CONFECTION INTL At0 RILL DE VAIMMINTO MIEN. Pal LIEN NEI ucr At Ffi b TOMS xiin PRN DA• INITNANCC Will LIT TIE PROPERTY WEN tSHL K7 mL itgur u4,ON 1I DIVISION. ACTING dolour AIM A- SEPAL" AS A T MOM wit dAll rro,r4oOLI.ATIawa.N,aNNHI•aA..aIAT,n»N.VET 7. if MOLDING P0141111 L GE MTU IT PM NY LOT TOT tIODIVIGIIM MOM 1rr . oN l DT'bw DR TAPER,. IN CONEWOLMCI TOM THE ILIMALA POLICY 1/ "CITY DZILLOMINT IMING all FLAME, NAT 11 TIANIT• COMM. MAIN* I. tLICTRIC. MOLT ▪ STIONTIAL LOT: MOWN N INN PLAT AR5 "NMI 1 illE PROVISIONS 01 Q"-, µROAN al, NT ENNIO IAL ON ATTAR:APT TO Ma OP RATION OP AN 01 ON LAS COMPrICATION WcINTTY MAP LEOAL NL.Lc LRw NUNR most PARTICULAR"c T .N. ',TLioi . T a.'tT Tir 4 INENC COVE TO TO TE ARC E OF FE• LT ,a NM ,NONLIS.R,T P , r CAP .a C ¶T'', 11 „Wt TO vO M• INCE ALONG [AN CORNMI Om WITH SAID NIVE 0 WIC RINI. AN AIE 'herow IN Tip rA.T IcHT-er.,n LI r R. SAID PAR. VF.TA unTCR N • EN ALONG TOE SIDEN LINT ILI 5A10 L IT 3. Ira. xtuoux ONOTAY worm THIS PLAT FILED IN CABINET A , SLIDE NO. jIQ07 . DATE_,/4 logy_ A FINAL PLAT OF LOT 5, BLOCK 3 ALLIANCE GAI'LWAY SOUTH AN ADDITION TO H CITY OF FOR WORTH, SITUATED IN THE F. CUELLA S RVEY, BSTRACT NO. 267 AND TN J. CH IR IND SURVEY. ABSTRACT NO. 265. TARRANT COUNTY. TEXAS CASE 0 PP FP 07-039 DATE OE PREPPRAT1ON ACF• 2178 aP SHEETS c n ioD NUMMI 015007.005.001.0447 Carolina beverage Group, L]( C 13300 Park Vista Blvd, Fort Worth, TX 76177 -g.. q r .*•-.*,4sin - T • 1.r ; R' 'i 'Westport lPaikwy �\ I FORT WORTH® W. tf :r• P. F s Z 1 A. s ;f^* nc j `: Y • hit Waa'. pla="rt-3 M 1- 44, M 7 i 1 SI It t 1 •,• •. Copyright 2013 City of Fort Worth. Unauthorized reproduction is a violation of applicable laws. This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on -the -ground survey and represents only the approximate relative location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. w EXHIBIT "B" Lease Abstract Lease: Lease Agreement between AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC dated as of May 20, 2013 Lessor: AT Industrial Owner 7 LLC, a Delaware limited liability company Lessee: Carolina Beverage Group, LLC, a North Carolina limited liability company Premises: Approximately 399,000 square feet of building used for manufacturing and distribution space located at Gateway 18, 13330 Park Vista Blvd, Fort Worth, Texas 76177 Lease Term: 186 months (15.5 years) Lease Commencement Date: Upon completion of Landlord's construction of tenant improvements, but no earlier than October 1, 2013. Options to Extend: (2) 10-year renewal options Real Estate Taxes: All taxes paid by Tenant EXHIBIT "C" DESCRIPTION OF THE REQUIRED IMPROVEMENTS CBG will launch two high speed manufacturing lines and a distribution facility by the end of Year 2 and plans to grow its manufacturing capabilities to four lines by the end of Year 5. This scale of manufacturing and distribution operation will cost approximately $40 - $50 million in capital for equipment and building modifications, in addition to the facility lease. BUSINESS PERSONAL PROPERTY IMPROVEMENTS The personal property improvements will consist primarily of state -of -the art high speed can lines and the latest in blending, filling and packaging equipment. REAL PROPERTY IMPROVEMENTS Building modifications include but are not limited to 1) Electrical modifications. augmentation of electrical service to building, installation of switchgear and motor controls for beverage manufacturing lines, and distributing power to serve manufacturing equipment 2) Water and sewer upgrades: enhanced water service and capacity, enhanced sewer capacity, and waste water pretreatment systems 3) Increased infrastructure: reinforcement of floor and potential reinforcement of roof framing to support hanging piping and equipment 4) Food grade flooring modifications: installation of floor drains, no -skid flooring surfaces sloping and curbing of floors in some areas for water drainage 5) Installation of additional office space. Total investment will include at least $5,000,000 for building construction/modifications (which includes labor costs) and $36,000 000 - $40,000,000 for equipment and installation. A projected $195,000 will also be spent on infrastructure improvements, including waste treatment, road improvements, split incoming city water, and gas lines. CBG's projections for total capital investment solely account for equipment and facility construction/modifications and infrastructure improvements that will transform the facility to meet CBG's business needs and equipment. EXHIBIT "D" ity o `' ort ort COn® 31c r evelo ent Incentive lication Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-7540 Incentive Application 1. COMPANY INFORMATION: Company Name. AT Industrial Owner 7 LLC c/o Hillwood Alliance Services, LLC Company Address: 13600 Heritage Parkway, Suite 200 City, State, Zip Code: Fort Worth, TX, 76177 Contact Person (include title/position): Steve Aldrich, Vice President Telephone Number: (817) 224-6084 Mobile Telephone Number (214) 668-4700 Fax Number (817) 224-6061 E-mail address. steve.aldrich@hillwood com Company Ownership (check one): Public Traded Stock Form of Business (check one)' © Corporation r Partnership ■ ■ Privately Hold Joint Venture Sole Proprietorship How long has the company been in operation (years)? 20+ years (Hillwood, building manager) Describe the company s principal business (attach additional sheets as necessary): Owned by institutional investors advised by JP Morgan Asset Management- Global Real Assets and professionally managed by Hillwood Properties with more than two decades of development experience. Hillwood has developed one of the most successful large scale, master -planned communities in North America. Alliance Texas is a 17,000 acre development that has become home to 290 of the nation"s leading employers, including more than 50 from the Fortune 500, Global 500 or Forbes List of Top Private Firms. In excess of 32 million square feet has been developed which has generated more than 30,000 jobs. 2. 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/de\eloper 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 hens, board-up/open structure liens and paving hens. Page 2 of 7 For business expansion projects, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate, please answer all that apply. Type of Project: 0 Residential © Commercial/Industrial CI Mixed -Use Describe the company's plans for expanding or locating in Fort Worth (attach additional sheets as necessary), Carolina Beverage Group is evaluating establishing a manufacturing facility in North Texas in 2013 to begin operations in Q 12014 CBG will launch two high speed manufactut ing lines and a distribution facility in year one and plans to grow its manufacturing capabilities to four lines over the next three to five years This scale of manufacturing and distribution operation vs ill cost approximately $40 — 50 million in capital for equipment and building modifications in addition to the facility lease, It is expected that the new manufacturing and distribution facility will produce upwards of250 jobs and approximately $16 million in v%ages annually to the local economy. Describe the specific operations to be performed at the proposed Fort Worth facility (attach additional sheets as necessary)' CBG will be manufacturing and distributing functional beverages in the Fort Worth facility. Services include but are not limited to the following• • Product certification • Ingredient procurement E Blending and filling • Quality control testing • Packaging • Warehousing and product consolidating ® Delivery and freight forwarding services Area (Square Feet) Requirements: (a) Office +/- 2,327 SF (b) Manufacturing +/- 150,000 SF (c) Warehouse +/- 246,673 SF (d) Showroom/Retail (e) Other Total Area (a+b+c+d+e) +1- 399,000 SF Is the company expanding its existing local operations or relocating its operations from somewhere else to our area? © Expansion © Relocation If relocation, where is the company currently located?_New to Ft. Worth; will continue ops in NC as well. Page 3 of 7 ECD120625 Does the company plan to lease or own the facility in Fort Worth? x Lease ❑ Own If the company is planning to lease space in Fort Worth, what is the lease term? 15 years w/ Options Will the facility be built or does the facility already exist? ❑ New x Existing If the company is occupying an existing facility, what is the address: 13300 Park Vista Blvd, Ft, Worth, TX 76177 If the oo eeik site? N/A If the company is construction a new facility, what is the anticipated date for comp• - cement of construction? N/A Anticipated date for company to move into the facility: 10/1/2013 Y&yCu1iGtc 1;1t, Development requests that will be sou f"it for the project (select all that apply): ❑ Replat: ❑ Rezoning: Current zoning: __K ❑ Varian - If yes, please describe: ❑ P.wntown Design Review Board Yip CL11111111JJ1V11 Requested zoning: N/A Real Estate Development 1.Current Assessed Valuation of: Land $2,696,582 Improvements: $7,278,418 Total Size of Project: +/- 399,00 SF 2012 Varkdio1/4 Hard Construction Costs: $ 3,700 2.For mixed-s@-pfo3ects, please list square footage for each use: N/A Page 4 of 7 FCD 120625 1. Personal Property Cost of equipment, machinery, furnishing, etc: $40,000,000 Q Lease 2. Inventory & Supplies: Value of: Inventory $300,000 Supplies $ 1,000,000 Percent of inventory eligible for Freeport Exemption (inventory, exp within 175 days) 100% 3. EMPLOYMENT AND JOB CREATION From Development I, How many persons are currently employed? 0 2. What percent of current employees above are Fgfk Worth residents? 0 41 chase ed from Texas 3. What percent of current employees above ar/Fort Worth Central City residents? 0 % 4. Please complete the following table fyf new Jobs to be created from direct hire by applicant. * If any /First Year By Fifth Year Total Jobs to be Created / 69 250 Less Transfers* Net Jobs % of Net Jobs toe filled by Fort Worth esidents % of Net Job,o be filled by Central Qity Residents 6 3 63 247 35 5 35% 5 By Tenth Year 288 3 285 35% 5 employees will be ansferring, please describe from where they will be transferring. North C - rolina Please attach description of the jobs to be created, tasks to be performed for each and wage rate for each classification. 5. D+es the applicant provide the following benefits: Retirement x Health © Dental Domestic Partner Average wage paid to employees to be located at the Fort Worth facility: $17.00 CEA J 1 V E(S) ES'! Page 5 of 7 ECD120625 steel. 13 Tan Abctt4uic.'irt Chaytci 3 Do you intend to pursue abatement of County Taxes? X Yes ■ No What level of abatement will you request: Years? JO Percentage? 70 5. LOCAL COMMITMENTS During Construction What percent of the construction costs described in question I I abo ® Fort Worth businesses? 40 will be committed to: • Fort Worth Certified Minority and Women Bu ' ess Enterprises? 25 For Annual Supply & Service Needs Regarding discretionary supply an• service expenses (i.e. landscaping, office or manufacturing supplies, janitorial s ices, etc.): 1. What is the annual amount discretionary supply and service expenses? $ $1,200,000 2. What percentage "ill be committed to Fort Worth businesses? 30 3. What perce ge will be committed to Fort Worth Certified Minority and Women Busine Enterprises? 25 OH will make a conscientious and committed effort to seek FW business and FW minority rtified to fill the stated percentages. However, although a best effort will be made, these ei irrey'ottry, �. DISCLOSURES 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.__N/A These documents must be submitted prior to City Staff review of the application: a) Attach a site pla-i of the project. * 4-14 I NS TO F6E Rov INEO /FC w , DV iy&t &ioT'( b) Explain why incentives are necessary for the success of this project Include a business Or pro -forma or other documentation to substantiate your request CB& c) Describe any environmental impacts associated with this project. d) Describe the infrastructure improvements (water, sewer, streets, etc,) that will be constructed as part of this project. e) Describe any direct benefits to the City of Fort Worth as a result of this project. f) Attach a legal description or surveyor's certified metes & bounds description. Page 6of7 ECD120625 g) Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project h) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each and wage rate for each classification, i) Attach a brief description of the employee benefit package(s) offered (Le. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. k) Attach a listing of the applicant's Board of Directors, if applicable. 1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all Fort Worth properties owned by each. wWcA vo(( lex, old Ceelt [he company is responsible for paying $5,000 as an application fee. If the application is withdrawn before the project is presented to City Council in Executive Session the fee is refunded. Upon presentation to City Council in Open Session, $2,000 is non-refundable and is applied to offset costs incurred by the ]-lousing and Economic Development .Department. Upon approval by City Council, the balance of $3,000 can be credited towards required building peimits, inspections fees, replatting tees, and other costs of doing business with the City related to the development Any unused credit balance upon completion of the project will be refunded upon request from the company. On behalf of the applicant, I certify the information contained in this application, *iicluding --0—a«acl,nme -to be true and correct. ett, 3n behalf of the-appliecan, I have ,en 1—q• Printed Name Signature Page 7 of 7 Title Date ECD120625 Fee Owner is submitting this Application as an accommodation to, and at the request of, Carolina Beverage Group. Accordingly, notwithstanding anything to the contrary contained herein, in no event shall Fee Owner be responsible for any damages, clawbacks, fees penalties or interest in connection with any default under any tax abatement agreement with Carolina Beverage Group. FEE OWNER 1827309v.1 ATI100/10000 AT INDUSTRIAL OWNER 7 LLC, a Delaware limited liability company By: AT Industrial Owner Acquisition LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A., its sole member By JPMorgan Chase Bank, N.A,, not individually, but solely in its capacity as trustee By: /; Name: 41/7/F Title:gjapy EXHIBIT "E" FORT ORTH Economic Development Incentive Application Housing and Economic Development 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-7540 Incentive Application 1. COMPANY INFORMATION Company Name. Carolina Beverage Group Company Address: 110 Barley Park Ln City: Mooresville State: NC Contact Person: Andy Kerner Title/Position: Manager Telephone Number: 217-306-5337 Mobile Telephone Number: 214-668-4418 Fax Number: E-Mail Address: Akerner@suntx.com Company Ownership (check one): ❑ Public Traded Stock ig Privately Held Form of Business (choose one): Corporation How long has the company been in operation (Years)? 16 years Describe the company's principal business (attach additional sheets as necessary): Please see Answer #1 on Attachment 1. Date: 3/22/2013 Zip: 28115 2. 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 Worths Building Standards Commission's Review; D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens files against any other property owned by the applicant property owner/developer. "Liens" including, but not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. For business expansions projects, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate, please answer all that apply. Type of Project (choose one): Commercial/Industrial Describe the company's plans for expanding or locating in Fort Worth ( attach additional sheets as necessary): Please see Answer #2 on Attachment 1 Page 2 of 5 Describe the specific operations to be performed at the proposed Fort Worth facility (attach additional sheets as necessary): Please see Answer #3 on Attachment 1. Area (Square Feet) Requirements: (a) Office 2,327 SF (b) Manufacturing 150,000 (c) Warehouse 246,673 (d) Showroom/Retail (e) Other Total Area (a+b+c+d+e): 399,000 SF Is the company expanding its existing local operations or relocating its operations from somewhere &se to our area? C Expansion Relocation If relocation, where is the company currently located? New to Fort Worth; will continue ops in NC as well, I4 Does the company plan to lease or own the facility in Fort Worth? ✓ Lease E Own If the company is planning to lease space in Fort Worth, what is the lease term? 15 (+2 10yr rnw) Will the facility be built or does the facility already exist? ❑ New p Existing If the company is occupying an existing facility what is the address? 13300 Park Vista Boulevard, Fort Worth, Texas If the company is constructing a new facility, what is the approximate location or address of the site? N/A N/A If the company is constructing a new facility what is the anticipated date for commencement of construction? N/A Anticipated date for company to move into the facility: Oct 1, 2013 Development reauests that will be souaht for the oroiect (select all that apply): (l Replat Rezoning Current Zoning: K Requested Zoning: N/A ❑ Variances If yes, please describe: N/A ❑ Downtown Design Review Board Landmark Commission Real Estate Development 1. Current Assessed Valuation of: Land $ 2,696,582 Total Size of Project: 399,000 SF Total Capital Investment: $ 5,000,000 Hard Construction Costs: $ 3,700,000 2. For mixed -use projects, please list square footage for each use: N/A Page 3 of 5 Improvements $ 7,278,418 Personal Property and Inventory 1. Personal Property Cost of equipment, machinery, furnishing, etc.: $40,000,000 ❑ Lease ✓ Purchase 2. Inventory and Supplies Value of Inventory $ 300,000 Value of Supplies: $ 1,000,000 Percent of inventory eligible for Freeport Exemption (inventory, exported from Texas within 175 days) 100 3. EMPLOYMENT AND JOB CREATION From Development 1. How many persons are currently employed? 0 2. What percent of current employees above are Fort Worth residents?0 3. What percent of current employees above are Central City residents? 0 % 4. Please complete the following table for new jobs to be created from direct hire by applicant. First Year By Fifth Year By Tenth Year Total Jobs to be Created 69 250 288 Less Transfers* 6 3 3 Net lobs 63 247 285, % of Net Jobs to be filled by 35 35 35 Fort Worth Residents 46 of Net Jobs to be filled by 5 5 5 Central City residents * If any employees will be transferring, please describe from where they will be transferring. The employees will be transferring from North Carolina. Please attach a description of the jobs to be created, tasks to be performed for each and wage rate for each classification. 5. Does the company provide the following benefits: ✓ Retirement IN Health 7 Dental 0 Domestic Partner 6. Average wage paid to employees to be located at Fort Worth facility: $ 17 4. INCENTIVES REQUEST Incentive(s) Requested: Tax Abatement ❑ Chapter 380 Economic Development Program Grant Do you intend to pursue abatement of County taxes? ✓ Yes ❑ No What level of abatement will you request: Years? 10 5. LOCAL COMMITMENTS Percentage?70 Dunna Construction What percent of the construction costs described under Real Estate Development will be committed to: Fort Worth businesses? 40 Fort Worth Certified Minority and Women Business Enterprises? 25 % Page 4 of 5 For Annual Supply and Service Needs Regarding discretionary supply and service expenses (i.e landscaping, office or manufacturing supplies, janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 1,200,000 2. What percentage will be committed to Fort Worth businesses?30 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 25 DISCLOSURES 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. N/A These documents must be submitted with the application, otherwise the application will be deemed incomplete and will not be reviewed: a.) Attach a site plan of the project. b.) Explain why incentives are necessary for the success of this project. Include a business pro -forma or other documentation to substantiate your request. c.) Descnbe any environmental impacts associated with this project. d.) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be constructed as part of this project. e.) Describe any direct benefits to the City of Fort Worth as a result of this project. f.) Attach a legal description or surveyor's certified metes and bounds description. g.) Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project. h.) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and wage rate for each classification. i.) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j.) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. k.) Attach a listing of the applicant's Board of Director's, if applicable. I.) Attach a copy of Incorporation Papers noting all principals partners, and agents and all Fort Worth properties owned by each. The company is responsible for paying $5,000 as an application fee. If the application is withdrawn before the project is presented to City Council in Executive Session, the fee is refunded. Upon presentation to City Council in Open Session, $2,000 is non-refundable and is applied to offset costs incurred by the Housing and Economic Development Department. Upon approval by City Council, the balance of $3,000 can be credited towards required building permits, inspections fees, replatting fees and other costs of doing business with the City related to the development. Any unused credit balance upon completion of 4the project will be refunded upon request from the company: 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 with the guidelines and criteria state therein. Printed Name. Signature: Page 5 of 5 iN Q 4`.8% 1 .t%r Q.e Title: Date: Pje L 3)2 / Fort Worth Economic Development Incentive Application Carolina Beverage Group CONTINUED ANSWERS FROM APPLICATION: 1. Describe the company's principal business: Carolina Beverage Group (CBG) is the leading, best -in -class, specialty manufacturer of functional beverages in the United States. CBG maintains longstanding relationships with the leading beverage brands of the world and its industry leading manufacturing capabilities and technical product expertise enable it to offer customers the widest array of blending filling, and packaging options available in the industry. CBG's value-added service model includes product certification, broad blending and filling experience, flexible packaging capabilities, superior product quality standards reliable on -time delivery, bulk ingredient procurement, warehousing and product consolidating, and freight forwarding services. CBG's customers do not have comparable production capabilities and rely heavily on the company as a "one -stop shop" supply chain, packaging development, production, and distribution solution. 2. Describe the company's plans for expanding or locating in Fort Worth: CBG has grown case volume and revenues at approximately 20% annually over the past three years and is poised for continued substantial growth in the future. Due to this growth the Company has reached its maximum capacity at its North Carolina manufacturing plant. Through requests and discussions with customers, and primary due diligence by an industry expert consultant, CBG has determined that North Texas is the prime location for geographic expansion. As such, CBG has reserved the name "Texas Specialty Beverage", and intends to establish a manufacturing facility in North Texas in 2013, to begin operations in QI 2014. CBG will launch two high speed manufacturing lines and a distribution facility in year one and plans to grow its manufacturing capabilities to four lines over the next three to five years. This scale of manufacturing and distribution operation will cost approximately $40 — 50 million in capital for equipment and building modifications, in addition to the facility lease. It is expected that the new manufacturing and distribution facility will produce upwards of250 jobs and approximately $16 million in wages annually to the local economy. 3. Describe the specific operation to be performed at the proposed Fort Worth Facility: CBG will be manufacturing and distributing functional beverages in the Fort Worth facility. Our services include but are not limited to the following: • Product certification • Ingredient procurement • Blending and filling • Quality control testing • Packaging • Warehousing and product consolidating • Delivery and freight forwarding services REQUESTED ATTACHMENTS: a) Attach a site plan of the project See attached document: A) Site Plan - AllianceGateway 18 - Project Contrail. pdf b) Explain why incentives are necessary for the success of this project. Include a business pro -forma or other doc:.mentation to substantiate your "equest CBG has gone through a multi -state property selection process to analyze the total project costs for its manufacturing and distribution operation. Analysis included but was not Limited to real estate costs, infrastructure, build -out costs total tax impact, utility costs, labor costs, and any offsets through incentives. CBG must make the most financially compelling decision in its ultimate property selection. Alliance presents several challenges in comparison to other property alternatives, including higher property taxes and real estate costs. Additionally, "Quality Jobs Incentives" and investment tax credits offered by neighboring states present financial advantages, which would aid in offsetting some of the capital improvements required for this project. As a result, the property tax abatement would help to alleviate these substantial expenses and deficiencies. c) Describe any environmental impacts associated with this project. There are no anticipated environmental impacts associated with this project that are cause for concern. d) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be constructed as part of this project. Building Improvements Equipment Construction Cost Waste Treatment $sn,snn ct (\non Road Improvements $20,000 Split Incoming City Water $15,000 $65,000 Gas Lines $9,800 $25,000 Total $75,300 I $120,000 Grand Total = $195,300 e) Describe any direct benefits to the City of Fort Worth as a result of this project. The CBG project will bring tremendous capital investment of approximately $50,000,000 in capital improvements and equipment, which will substantially increase the property's tax base. In addition, CBG projects the creation of 288 new jobs within the first 10 years. Finally, this project will encourage employees to take up residence in the Fort Worth area, and in turn, stimulate to the local economy. f) Attach a legal description or surveyor's certified metes and bounds description. LEGAL DESCRIPTION: Being Lot 5, in Block 3, of ALLIANCE GATEWAY SOUTH ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Cabinet A, Slide 11907, of the Plat Records of Tarrant County Texas. g) Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project. See attached document: G) 2012 Tax Statement - AllianceGateway 18 - Project Contrail. pdf 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. This project will generate approximately 244 jobs. Below are the projected annual salaries/wages by job type: Admin & MGMT: Average Salary for Exempt $67K Average hourly rate Non -Exempt $14.18 Maintenance: Average Salary for Exempt $83K Average hourly rate Non -Exempt $18.89 Operators: Average hourly rate Non -Exempt $12.85 Quality Assurance: Average hourly rate Non -Exempt $14.18 Warehouse: Average hourly rate Non -Exempt $13.06 Blending: Average hourly rate Non -Exempt $13.68 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. After the 90 calendar day introductory period, all full-time employees and part time employees with benefits (more than 32 hours) will be eligible for the following benefits according to the additional waiting periods established below: At 90 calendar days: You are eligible for Health Insurance, Dental Insurance, Vision Insurance, and Supplemental Insurance Options. Employees have a choice of medical insurance plans through Blue Cross Blue Shield. CBG covers approximately 90% of the monthly costs of basic health insurance for our employees (we do not contribute to the insurance costs of spouses, children, or families). Employees are also eligible for a non -tobacco user discount on their insurance premiums if they qualify. The bi-weekly premium is deducted pre-tax from each week's paycheck, with the exception of supplemental term life insurance, accidental death & dismemberment insurance, short-term disability, and long-term disability. Please see the HR Department for plan choices details and exact costs. You will be issued a company provided uniform service, including laundering which includes pants, shirts, and a jacket You are eligible for the nine paid company holidays (see section on holidays). At Six Months: You will begin to accrue PTO hours on a monthly basis. Monthly accruals equal 2 weeks (80 hours) for years 1 through 5 and then 3 weeks (120 hours) for employees who reach 5 plus years of service. At One Year: j) You are eligible to join CBG's 401K plan. CBG matches up to 4% of your income that you invest in the 401 k plan. You may enroll on the enrollment date following one year of employment with CBG. Enrollment dates are: January 1, April 1, July 1 and October 1. Please see the HR Department for details and enrollment information. Attach a plan for the utilization of Fort Worth Certified M/WBE companies. Carolina Beverage Group welcomes diversity. As an Equal Opportunity Employer, CBG plans to leverage the talent of Fort Worth M/WBEs through both construction and supply & service contracts. CBG plans to utilize M/WBEs for at least 25% of such projects. k) Attach a listing of the applicant's Board of Director's, if applicable. Mark Matteson Board Member / Manager SunTx Capital Partners Two Lincoln Centre 5420 LBJ Freeway Suite 1000 Dallas, TX 75240 Andy Kerner Board Member / Manager SunTx Capital Partners Two Lincoln Centre 5420 LBJ Freeway Suite 1000 Dallas, TX 75240 Michael Hagan Board Member / Manager Suntx Capital Partners Two Lincoln Centre 5420 LBJ Freeway, Suite 1000 Dallas, TX 75240 Harry Barto Board Member / President Carolina Beverage Group 110 Barley Park Ln Mooresville, NC 28115 Mike Smith Board Member / CEO Carolina Beverage Group 110 Barley Park Ln Mooresville, NC 28115 1) Attach a copy of Incorporation Papers noting all principals, partners, and agents and all Fort Worth properties owned by each. See attached documents (3): L i) CBB_Amendment of Articles of Organ:iation_9-2011 - PROJECT CONTRAIL.pdf L ii) CBB_Articles of Organization_9-29-1097 - PROJECT CONTRAIL pdf L iii) CBB_Certifrcaie of Existence_7-22-2010 - PROJECT CONTRAIL.pdf \ \ | pjeA@Inog els'AlMd � 44 Trailer Parks 2ODock Door 33 Future Dock Door Locations 1 Future Oversize Door and Ramp 28 Future Trailer Parks ........ ................... ........ ................... . .. .. . .. ..... . . . .... . .. .... Existing Dock Door locations Future ~^ \ Dock Door |uoaUona Ramp � | | 4�u�u 1u4/�� — ' ' ' -' { ( � �� -. . . --�-'--�--'-- '-- '--i-'--- '--�-''--L-'--�--'--i--'-- ----��--'-i--'--�----�'--'-i---�----� ~ [0 i � c- [ ' i ' 0 | | | |^ | | | | | | | | | | |` | | | LIr | � 4. F- -''-- '��f-��-f � '--�---'�-------'--�--'-�--'-�----���'-f--'-�----�--'-,� w'-� . � . 2�C�P��Future Truck Court � ! i -) ' F1'U ' . � N 20Dock Door Locations Ramp 27Future Dock Door Locations 1 Future Oversize Door and Ramp @ 0� �' � � ~ - _ Westport Parkway - _| � | .. | I I | ..| |.. L _ _ _ / , r. _. WRIGHT.WRIGHT'Ir 47.151%� �0 TARRANT COUNTY J. ' TAX ASSESSOR -COLLECTOR DATE: 10/17/2012 ACCOUNT: 00041294181 LEGAL: ALLIANCE GATEWAY SOUTH AODN BLK 3 LOT 5 OWNER: AT INDUSTRIAL OWNER 7 LLC PARCEL ADDRESS: 0004501 WESTPORT PKWY EXEMPTIONS: LAND VALUE IMPRV VALUE 2,696,582 7,278,418 • 2012 TAX STATEMENT APPRAISED VAL 9,975,000 TAXING ENTITIES APPRAISED VALUE EXEMPTION AMOUNT FT WORTH CITY TARRANT COUNTY REG WATER DIST T C HOSPITAL T C COLLEGE Pay by Credit In person only 9,975,000 9,975,000 9,975,000 9,975,000 9,975,000 Card or eCheck VISA Pay online with these cards or by phone at: 817-884-1110 TAXABLE VALUE 0 9,975,000 0 9,975,000 0 9,975,000 0 9,975,000 0 9,975,000 *THIS OFFICE DOES NOT COLLECT TAXES FOR NORTHWESTISD. 100 E. Weatherford, Fort Worth, TX 76196 (817) 884-1100 e-mail.taxoffice@ta rrantcounty.com we b:www. to rra ntco u nty. c o m IMPORTANT - Legislative Changes 5 Year Comparison on the back of statement. IMPORTANTE—Cambios Legislativos Comparacion de 5 Anos datives del Cobro. TAX RATE PER $100 0.855000 0.264000 0.020000 0.227897 0.148970 TOTAL TAXES 5550000320 BASE TAX 85,286.25 26,334.00 1,995.00 22,732.73 14,859.76 151,207.74 TOTAL AMOUNT DUE INCLUDES PAYMENTS RECEIVED **YOUR CHECK WILL BE CONVERTED INTO AN ELECTRONIC FUND TRANSFER** AT INDUSTRIAL OWNER 7 LLC 5550000320 00041294181 2012 II 11111111111111111111 AT INDUSTR AL OWNER 7 LLC 13600 HERITAGE PKWY STE 200 FORT WORTH TX 76177-5398 13064 TAXES DUE CURRENTLY `/ 85,286.25 26,334.00 ✓ 1,995.00 / 22,732.73 V 14,859.76 / 151,207.74 151,207.74 265508 IIIIIIIIII intIII11IHt11Ill/hrdidi I1111tlrldith(nlrlul 00041294181 0015120774 0016179229 H 76603.87 RETURN WITHPAYMENT- PAY THIS AMOUNT $151,207.74 DELINQUENT AFTER: 01/31/2013 IF PAID IN FEB MAR AMOUNT DUC 161 792.29 164 816.44 EBILL VERIFICATION CODE 0004129418132 Make check payable to: RON WRIGHT, TAX ASSESSOR -COLLECTOR PO BOX 961018 FORT WORTH TX 76161-0018 0016481644 1017201200000 STEVE MOSSMAN DENTON COUNTY TAX ASSESSOR COLLECTOR PO BOX 90223 DENTON, TEXAS 76202 940-349 3500 I PROPERTY OWNER R 7-1 AT INDUSTRIAL OWNER 7 LLC 13600 HERITAGE PKWY STE 200 FORT WORTH TX 76177-4320 111111111"11(11"1111411'1111111191E111111111'l11ni11111111 P,ROPERTI(1 AILUES I IMPROVEMENT VALUE INON HOMESITE IMPROVEMENT I LAND MARKET VALUE TAXI NG -ENTITY NORTHWEST ISO 7,278,418 I 2,696,582 I EXEMPTIONS. 0 n 2012 ORIGINAL TAX STATEMENT PROPERTY ACCOUNT NUMBER 41294181TAR 1III1VIN111111111H111111h1 1111II1I IIIEI PA PERTY LEGAL DESCRIPTION ALLIANCE GATEWAY SOUTH ADDN BLK 3 LOT 5 Pi SITUS: 4501 WESTPORT PKWY EXEMPTIONS: ASSESSMENT RATIO: 100% !MINERAL VALUE 'PERSONAL PROPERTY IAG VALUE (TOTAL MARKET VALUE: TAXABLE. VALUE: 9,975,000 TAX -.RATE 1.375000 TOTAL- A! IPUNT DUE`IF,PAJDtON OR BEFOREJA.NUARY31, 2013 9,975;000 I BASETAX 137,15612 $137,156.25 1 PENALTY AND INTEREST WILL BE DUE ON FEB 1ST IF ACCOUNT IS NOT PAID IN FULL. LEGAL FEES MAY BECOME DUE AT ANY TIME AFTER DELINQUENCY. PAYMENTS WILL BE POSTED ACCORDING TO THE USPS CANCELLATION MARK, OR IF NO CANCELLATION MARK THE DATE OF DELIVERY TO THE TAX OFFICE. PLEASE SEE PROPERTY TAX INFORMATION INSERT FOR ADDITIONAL INFORMATION. Alastertdtd VISA - VISIT OUR WEBSITE FOR eCHECK OR CREDIT/DEBIT CARD PAYMENTS http //tax dentoncounty.com PAYMENT BY PHONE IS AVAILABLE AT 1-866-549-1010 USE DENTON COUNTY BUREAU CODE 3368661 CONVENIENCE FEE WILL APPLY: eCHECK $1.50 Credit/Debit 2.4% Make Checks payable to: Denton County Tax Office Over 65/Disabled Quarter Pay Request 'Please sign and send in with first Xa payment before 1/31/2013. I am currently receiving an Over 65/Disabdlty exemption and request the A payment option on my 2012 property taxes. X PROPERTYACCOUNT NUMBER 41294181TAR 1111111111 1111111111111 111 III 111111111 !I AMOUNT DUE. 1 1 * IF PAID ON OR BEFORE JANUARY 31, 2013 .P i !, i J V. L J PENALTY AND INTEREST WILL BE DUE ON FEBRUARY 1, 2013 IF ACCOUNT IS NOT PAID IN FULL THE PENALTY AND INTEREST RATES WILL INCREASE ON THE FIRST DAY OF EACH MONTH. IF PAID IN FEB 2013 MAR 2013 APR 2013 P&1RATE 7% 9% 11% AMOUNT DUE 146,757.19 149,500.32 152,243,44 WHEN PAYING BY CHECK YOU AUTHORIZE A ONE TIME ELECTRONIC FUNDS TRANSFER TO DENTON COUNTY TAX OFFICE State of North Carolina rti.hSecettOtaDepnnerai y ute Limited Liability Company AMENDMENT OF ARTICLES OF ORGANIZATION Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization. 1. The name of the limited liability company is. Carolina Beer & Beverage, LLC 2, The text of each amendment adopted is as follows (attach additional pages if necessary): Article 1 of the Articles of Organization, as amended, shall be deleted in its entirety and the following Article 1 shall be inserted: "1. The name of the limited liability company is: Carolina Beverage Group, LLC." 3. (Check either a or b, whichever is applicable) This the n. The amendment(s) was (were) duly adopted by the unanimous vote of the organizers of the limited liability company prior to the identification of initial metnbc,rs of the limited liability company. b. Y The amendment(s) was (were) duly adopted by the unanimous vote of the members of the limited liability company or was (were) adopted as otherwise pro\ ided in the limited liability company's Articles of Organization or 'i written operating agreement. These articles will be effective upon filing, unless a date and/or time is specified: day of September 20 11 CAROLINA BEER & BEVERAGE, LLC Nam of Limited Liabilh'; Company By: CAROLINA BEER & BEVERAGE HOLDINGS, LLC, It:S Sole r mbar �� Signattlyy : Type or Print Name and Title NOTES: 1 Filing fee is $50. This document must be filed with the Secretary of State. (Revised January 2000) CORPORATIONS DIVISION (Form 1,-17) P. O. 13OX 29622 RALEiCOH, NC 27626-0622 ager NORTH CAROLINA Department of The Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ORGANIZATION OF CAROLINA BEER & BEVERAGE, LLC the original of which was filed in this office on the 29th day of September, 1997, Certification!! 90746388-1 Referenced 10262248- Page: 1 of 3 Verify this certificate online at www.seoretary.state.nc.us/verification IN WITNESS WHEREOF I have hereunto set my hand and affixed my offictai seal at the City of Raleigh, this 5th day of August, 2010 bcopietedaze Secretary of State -11 .97 272 5092 ARTICLES OF ORGANIZATION OF CAROLINA BEER & BEVERAGE, LLC A North Carolina Limited Liability Company • Fig. f 9a-6g SEP 2 9199ii EFFECTIVE SECRETARY OF NORTH CAROLINA� Pursuant to Section 57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company. • • 1. The name of the limited liability company is CAROLINA BEER & BEVERAGE LLC. 2. The latest date on which the limited liability company is to dissolve is December 31, 2047. 3. The name and address of each organizer executing these articles of organization is as follows; James Michael Smith 18900 Halyard Pt. Cornelius North Carolina 280312 John T. Stritch 398 Catalina Dr. Mooresville, North Carolina 28115 The street address and county of the initial registered office of the limited liability company is: 18900 Halyard Pt., Cornelius, North Carolina 28031, Mecklenburg County. 5. The mailing address of the initial registered office is 18900 Halyard Pt., Cornelius, North Carolina 28031. 6. The name of the initial registered agent is James Michael Smith • 'mention# 90746388-1 Reference# 10262248-0 liege: 2 of3 i • .H rw-.-.•••••. tt.-. • It • Check one of the following: () (i) Member -managed LLC: all of the members by virtue of their status as members shall be managers of this limited liability company. (x) (ii) Manager -managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members 8. Any other provisions which the limited liability company elects to include are: None. 9. These articles will be effective upon filing. This the age -- day of September, 1997. es Michael Smith, Organizer tokt T. §trite i, Organizer Cy:titicadiont 90746388-1 Reference/ 10262248-0 Page: 3 ul'3 IIIIIII IIIIIII II 1II 11 I IIIIIIII IIIIIYIII I' ul uWu if Ifl ll IIIIIIIIItlIY1Y�IWl WIIdYIIVIWII IIII I IIIIIIIIIIIIIIIIIIII'IIIII'llillll"' "' I W I IIIIIII I I YIIII WII I IVllllllllllill ' II"' ' I IIutlllliidlWIIVI�WIVYJIIW'V11611WIII'YYYVI'IIIiIIYdIIVIIkIIIIIIIItlIIYIIIIIIIIIiIYIIIIVVullllllllllllllllitltltll I hl I I I I III "I I IIIIIW� Ill fulfill lull��ll III IIItlIIIIIIiVI hIIUIIIiIIIIIIIIYIIIIVIiVIIIIIudIIUY YtlYUIluIIIlluOutluuoulluiodlYJlllYultl000mium iyuhhlmlewmWilnadliluuullllYoulmuluhWlrwiJuuluJrtoruoawritntrJnounuWdilrmidiJhYiilaiIIIIYIYW�w NORTH CAROLINA Department of The Secretary of State CERTIFICATE OF EXISTENCE (Limited Liability Company) I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify that CAROLINA BEER & BEVERAGE, TIC is a limited liability company duly foliiied under the laws of the State of North Carolina, having been formed on the 29th day of September, 1997, with its period of duration being DEC 2047, I FURTHER certify that the said limited liability company's articles of organization are not suspended for failure to comply with the Revenue Act of the State of North Carolina; that the said limited liability company is not administratively olved for failure to comply with the provisions of the North Carolina Limited L ".ility Company Act; and that the said limited liability company has not filed articles of dissolution as of this date of this certificate. Certification/ 90714573-1 Reference4 10250446-ACH Page: 1 of 1 Verily this certificate online at www.secretary.state.nc.uslverification IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 22nd day of July, 2010. Secretary of State Control No. 0026203 STATF OF GFORGIA Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr, Dr. .Atlanta, Georgia 30334-1530 CERTIFICATE OF EXISTENCE I, Brian P. Kemp, Secretary of State and the Corporations Commissioner of the state of Georgia, hereby certify under the seal of my office that CAROLINA BEER & BEVERAGE, LLC Foreign Limited Liability Company was formed or was authorized to transact business on 05/03/2000 in Georgia. Said entity is in compliance with the applicable filing and annual registration provisions of Title 14 of the Official Code of Georgia Annotated and has not filed articles of dissolution, certificate of cancellation or any other similar document with the office of the Secretary of State. This certificate relates only to the legal existence of the above -named entity as of the date issued. It does not certify whether or not a notice of intent to dissolve, an application for withdrawal, a statement of commencement of winding up or any other similar document has been filed or is pending with the Secretary of State. This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima -facie evidence that said entity is in existence or is authorized to transact business in this state. WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on 22nd day of July 2010 Brian P. Kemp Seci etary of State Certification Number: 6052969-1 Reference: 111150 Verify this certificate online at http://corp.sos state.ga.us/corp/soskb/verify.asp 8. TO State of New York Department of State } ss: I hereby certify, that CAROLINA BEER BEVERAGE, LLC a NORTH CAROLINA Limited Liability Company filed an Application for Authority pursuant to the Limited Liability Company Law on 10/27/2004. I further certify that so far as shown by the records of this Department, such Limited Liabi2 Company is still authorized to do business in the State of New york, sty 000000000 'I'frNT 0 •. ••000000000 201007210466 S6 • •• • 0 • • • • • . w ti • • • • Witness my hand and the official seal of the Department of Slate at the City of Albany, this 20th day of July two thousand and ten. Daniel Shapiro First Deputy Secretary of State • - we 1 TALI ■I 1 1♦ I 1 • 11 11 I • 76135 761 Legend Zip Codes Central City Boundary CDBG Eligible Area 10 City Limit • 11 I • (I" 760 76248 76182 76148 76180 76105 76060 76028 FORT WORTH "Isamm111.4iiiiiifr" Housing and Economic Development a. sisal 76092 Exhibit HP" iod51 76051 760,34 7603 76021 76012 76016 76015 76017 76018 76001 76002 Updated 08/23/2013 CDBG Eligible Areas & Central City II 1 1 . r I I. MI • WE MgMI . ■■ 1 I .I 1 1 • M&C Review Page 1 of 3 U CIL A COUNCIL ACTION: Approved on 5/7/2013 miMEIEMM Official site of the City of Fort Worth, Texas FORT WORTH' DATE: 5/7/2013 REFERENCE NO.: C-26238 LOG NAME: 17TACBG CODE: C TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Tax Abatement Agreement with Carolina Beverage Group, LLC, and AT Industrial Owner 7 LLC, for Development of a Manufacturing and Distribution Facility Located at 13300 Park Vista Boulevard (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Tax Abatement Agreement with Carolina Beverage Group, LLC, and AT Industrial Owner 7 LLC, for the development of a manufacturing and distribution facility located at 13300 Park Vista Boulevard and 2. Authorize the waiver of certain related development fees. DISCUSSION: The Housing and Economic Development Department is proposing a 10-year Tax Abatement Agreement with Carolina Beverage Group, LLC (Company), and AT Industrial Owner 7 LLC (Landlord) that could potentially abate up to 70 percent of the City's taxes on the incremental value of real and business personal property at the site. Project: The Company plans to lease from the Landlord an existing 399,000 square -foot facility at 13300 Park Vista Boulevard for redevelopment as a manufacturing and distribution center for the Company. The proposed project is estimated to have at least $41,000,000.00 expended in real and new taxable personal property by December 31, 2018. The Company and Landlord will collectively invest a minimum amount of $5,000,000.00 in real property improvements, of which at least $3,700,000.00 will be hard construction costs by December 31 2014. The Company will expend a minimum amount of $20,000,000 00 in non -inventory, non - supply personal property to be located on the site by December 31, 2014 and will expend an additional amount of $16,000,000.00 in such personal property by December 31 2018. Personal property value will be determined solely by the Tarrant Appraisal District. Failure to meet the real and business personal property investment is a condition of default and will result in immediate termination of the Agreement. Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Real Property Improvements): The greater of $1,480,000.00 or 40 percent of all hard construction costs associated with the real property improvements must be expended with contractors that are Fort Worth companies and the greater of $925,000.00 or 25 percent of all hard construction costs associated with the real property improvements must be expended with contractors that are certified Fort Worth Minority/Women Owned Business Enterprise (M/WBE) companies (with the understanding that dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments: The Company will employ a minimum of 60 Full -Time Employees (FTEs) on the property by December 31, 2014, a miniumum of 120 FTEs by December 31, 2016, and a minimum of 225 FTEs on the property by December 31, 2018. The Company will fill at least 35 percent of all jobs with Fort http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18323&councildate-5/7/2013 05/08/2013 M&C Review Page 2 of 3 Worth residents and at least 5 percent with Fort Worth Central City residents. U tilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Supply & S ervices): The greater of 30 percent or $360,000.00 of annual discretionary supply and service expenditures must be expended with contractors that are Fort Worth companies, and the greater of 25 percent or $300,000.00 of annual discretionary service and supply expenditures must be expended with contractors that are Fort Worth Certified M/WBE companies (with the understanding that dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort Worth companies). S upply and Service Expenditures means all expenditures by the company expended directly for the operation and maintenance of the development, excluding amounts paid for electnc, gas water and any other utility services. Supply and Service Expenditures do not include expenditures for temporary direct labor at the facility. Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the abatement for that year proportional to the amount the commitment was not met, or for the duration of the abatement in the case of construction commitments. Citv Commitments: All tax abatements granted are for City property taxes based on the incremental increase in value of real property improvements (above a base year value) and business personal property and can be awarded for up to 70 percent for a period of 10 years as depicted in the following chart. Company Commitment Real and Personal Property Investment Fort Worth Contractors for Construction Fort Worth M/WBE Contractors for Construction Overall Employment Employment of Fort Worth Residents Employment of Fort Worth Central City Residents Utilization of Fort Worth Companies for Supplies and Services Utilization of Fort Worth M/WBE Companies for Supplies and Services TOTAL Potential Abatement 10 percent 5 percent 5 percent 20 percent 10 percent 10 percent 5 percent 5 percent 70 percent Fee Waivers: For the public purpose of development and diversification of the economy and the elimination of unemployment, as established in Article 3, Section 52-a of the Texas Constitution, the City will waive the following fees related to the real property improvements that would otherwise be charged by the City at any time prior to the 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 shall be fully payable. The structure of the proposed Tax Abatement Agreement establishes adequate controls to ensure that the public purpose associated with these fee waivers is carried out. The project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations on City funds. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18323&councildate=5/7/2013 05/08/2013 M&C Review Page 3 of 3 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manaaer's Office bv: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) ATTACHMENTS CBG Reference Maa.adf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18323&councildate-5/7/2013 05/08/2013