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HomeMy WebLinkAboutContract 44728 (2)Page 1 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC STATE OF TEXAS COUNTY OF TARRANT § CITY SECRETARY bJv1 CONTRACT NO. 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, and NGC RENEWABLES, LLC, a Texas 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 July 10, 2012 the City Council adopted Ordinance No. 20278-07-2012 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 82, City of Fort Worth, Texas (the "Zone"). D. Company owns or is under contract to purchase approximately 18.609 acres of real property at 5500 Alliance Gateway Freeway, which is located within the Zone and more specifically described in Exhibit "A" (the "Land"), attached hereto and hereby made a part of this Agreement for all purposes. Contingent upon receipt of the tax abatement herein, Company intends to construct a corporate headquarters and manufacturing facility for wind energy components and to install certain taxable business personal property on the Land, and subsequently during the Term of this Agreement to install substantially more taxable business personal property on the Land, all as more specifically set forth in this Agreement. E. On May 8, 2012 Company submitted an application for tax abatement to the City concerning Company's plans for development of the Land, including construction of the Required Improvemelzt afffie --heron (the "Application"), OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RECEIVED AUG 19 Lui5 which Application is attached hereto as Exhibit "B" and hereby made a part of this Agreement for all purposes. F. 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. G. The provisions of this Agreement, and the proposed use of the Land and nature of the proposed Required Improvements, as defined herein, satisfy the eligibility criteria for commercial/industrial tax abatement pursuant to Section 4.2 of the Policy. H. 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. 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 1. INCORPORATION OF RECITALS. The City Council has found, and the City 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 eighty percent (80%) in any year of the Abatement Term or, if Company fails to meet the Phase II Personal Property Commitment, not to exceed forty percent (40%) in each remaining year of the Abatement Term) of the City's ad valorem real property taxes on any improvements located on the Land (but not on the Land itself, which taxes shall not be subject to Abatement hereunder) and of the City's ad valorem taxes on New Taxable Tangible Personal Property, all calculated in accordance with this Agreement. Page 2 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Abatement 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 (provided, however, if the Completion Date occurs later than March 31 of the year in which the Completion Date occurs, then the Abatement Term shall commence on January 1 of the second 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 Company will receive the Abatement in accordance with this Agreement. 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. Application has the meaning ascribed to it in Recital E. 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 "C". 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 6.1.6. 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. Completion Date means the date as of which all occupiable space within the Required Improvements have received a temporary or permanent certificate of occupancy. Completion Deadline means June 30, 2014, subject to extension due to delays directly attributable to Force Majeure Events. Compliance Auditint 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 Page 3 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 actual site development and construction costs, including directly -related contractor fees, costs of supplies and materials, engineering fees, architectural and design fees, and permit fees, and specifically excludes any property acquisition costs. Director means the director of the City's Housing and Economic 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. Force Majeure Events means causes and events that are beyond Company's reasonable control, including, but not limited to, strikes, lockouts or labor shortages, embargo, riot, war, revolution, terrorism, rebellion, insurrection, fire, flood, natural disaster, or interruption of utilities and acts of God; provided, however, that in no event shall delays caused by Company's failure to obtain adequate financing to complete the Required Improvements in accordance with this Agreement by the Completion Deadline be deemed to be a Force Majeure Event. 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. 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 6.1.2. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.6. Page 4 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Fort Worth Employment Percentage has the meaning ascribed to it in Section 6.1.5. 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 6.1.7. Full-time Job means a job provided to one (1) individual by Company on the Land for at least forty (40) hours per week. Land 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 6.1.3. 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 6.1.8. Land has the meaning ascribed to it in Recital D. 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 the Effective Date of this Agreement. Ordinance has the meaning ascribed to it in Recital C. Overall Employment Commitment has the meaning ascribed to it in Section 4.5. Page 5 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Overall Employment Percentaue has the meaning ascribed to it in Section 6.1.4. Required Improvements means office space comprising Company's North American headquarters and a manufacturing facility for wind energy parts and mechanisms, both constructed on the Land, whether adjoining or not, and having an aggregate minimum Construction Cost of Eight Million Five Hundred Thousand Dollars ($8,500,000.00), as verified in the Certificate of Completion issued by the Director in accordance with Section 5 of this Agreement. 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. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of the Land and any improvements thereon, excluding utility service costs. Term has the meaning ascribed to it in Section 3. Zone has the meaning ascribed to it in Recital C. 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 (the "Term"). 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Phase I. Company must expend or cause to be expended at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the Required Improvements by the Completion Date. 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 Seven Million Five Hundred Thousand Dollars ($7,500,000.00) must be in place on the Land by Page 6 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC January 1 of the first full 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 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"). Notwithstanding anything to the contrary herein, if (i) by the Completion Date Company has not expended at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the Required Improvements; (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 8.2 of this Agreement. 4.2. Phase II. New Taxable Tangible Personal Property having a value of at least Eighty Million Dollars ($80,000,000.00), 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 (subject to extension due to delays directly attributable to Force Majeure Events), 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 Personal Property Commitment"). Notwithstanding anything to the contrary herein, if the Phase II Personal Property Commitment is not met, an Event of Default shall not occur, but the amount of Abatement granted hereunder for the 2019 tax year and in each year thereafter for the remainder of the Abatement Term shall be reduced in accordance with Section 6.2 of this Agreement. 4.3. Construction Snendin2 Commitment for Fort Worth Companies. By the Completion Date, Company shall have expended or caused to be expended with Fort Worth Companies the greater of (i) Two Million Five Hundred Fifty Thousand Dollars ($2,550,000.00) in Construction Costs for the Required Improvements or (ii) at least thirty percent (30%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs (the "Fort Worth Construction Commitment"). 4.4. Construction Spendine Commitment for Fort Worth Certified M/WBE Companies. By the Completion Date, Company shall have expended or caused to be expended with Fort Worth Certified M/WBE Companies the greater of (i) Two Million One Hundred Twenty-five Thousand Dollars ($2,125,000.00) in Construction Costs for the Required Improvements or (ii) at least twenty-five percent (25%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs (the "M/WBE Page 7 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Construction Commitment"). Dollars spent with Fort Worth Certified M/WBE 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. 4.5. Overall Employment Commitment. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously (subject to temporary closures on account of Force Majeure Events) shall provide and fill at least forty (40) Full-time Jobs on the Land (the "Overall Employment Commitment"). 4.6. Emplovment Commitment for Fort Worth Residents. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously (subject to temporary closures on account of Force Majeure Events) shall provide and fill at least thirty percent (30%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs, with Fort Worth Residents (the "Fort Worth 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. Emplovment Commitment for Central City Residents. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously (subject to temporary closures on account of Force Majeure Events) shall provide and fill at least ten percent (10%) of all Full-time Jobs on the Land, regardless of the total number of such Full-time Jobs, with Central City Residents (the "Central City Employment Commitment"). 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. Supply and Service Spending Commitment for Fort Worth Companies. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter during the Compliance Auditing Term, Company hereby commits to expend with Fort Worth Companies at least the greater of (i) One Hundred Eighty Thousand Dollars ($180,000.00) or (ii) thirty percent (30%) of its Supply and Service Expenditures, regardless of the Page 8 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC total amount of such Supply and Service Expenditures (the "Fort Worth Supply and Service Spending Commitment"). 4.9. Supply and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter during the Compliance Auditing Term, Company hereby commits to expend with Fort Worth Certified M/WBE Companies at least the greater of (i) Ninety Thousand Dollars ($90,000.00) or (ii) fifteen percent (15%) of its Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures (the "M/WBE Supply and Service Spending Commitment"). 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 the then -current aggregate Construction Costs expended by and on behalf of Company for the Required Improvements, together with the then -current aggregate Construction Costs for the Required Improvements expended by and on behalf of Company with Fort Worth Companies and with Fort Worth Certified M/WBE Companies. Company agrees 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 Company expended or caused to be expended at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the Required Improvements, and the extent to which 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 and on behalf of Company for the Required Improvements, (ii) the total Construction Costs expended with Fort Worth Companies by Page 9 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC and on behalf of Company for the Required Improvements, and (iii) the total Construction Costs expended with Fort Worth Certified M/WBE Companies by and on behalf of 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 remainder of the Compliance Auditing Term, 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 1 (or such other date requested by Company and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. 4.10.3. Annual Supply and Service Spending Renort. 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 remainder of the Compliance Auditing Term, in order for the City to assess the degree to which Company met the Fort Worth Supply and Service Spending Commitment and the M/WBE 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. Page 10 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 4.11. Inspections. 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, 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 Company representative or security personnel during any such inspection and evaluation. 4.12. Audits. The City will have the right throughout the Term to audit the financial and business records of Company that relate to the Required Improvements and the Land and any other documents necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices (collectively "Records"). 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. 4.14. Abatement Application Fee. The City acknowledges receipt from Company 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 within one (1) year from the date of the Application, the remaining Three Thousand Dollars ($3,000.00) of such fee shall be credited to Company's benefit against any permit, impact, inspection or other lawful fee required by the City in connection with the Required Improvements. If construction work for the Required Improvements does not begin within one (1) year from the date of the Application, Company will not receive a credit or refund of any portion of the fee. Page 11 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 Construction Costs of at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) were expended for Required Improvements by the Completion Date and that the Completion Date occurred on or before Completion Deadline, the Director will issue Company a certificate stating the aggregate amount of Construction Costs expended for the Required Improvements and the amount of such Construction Costs expended specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies (the "Certificate of Completion"). The Certificate of Completion will 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. Phase I. Subject to the terms and conditions of this Agreement, provided that (i) Company expended at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the Required.. Improvements by the Completion Date, 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 Seven Million Five Hundred Thousand Dollars ($7,500,000.00) 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, Company will be entitled to receive an Abatement in the first year of the Abatement Term and in each year thereafter for the remainder of the Abatement Term. The amount of each Abatement that Company is entitled to receive during such years will be a percentage of the City's ad valorem taxes on any improvements located on the Land (but not on the Land itself, which taxes shall not be subject to Abatement hereunder) and on New Taxable Tangible Personal Property attributable to increases in the value of such improvements and New Taxable Tangible Personal Property over their values for the 2013 tax year, 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 Page 12 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 6.1.1 through 6.1.8 (not to exceed eighty percent (80%) and, if the Phase lI Personal Property Commitment is not met, subject to further reduction in the 2019 tax year and each year thereafter for the remainder of the Abatement Term, as set forth in Section 6.2), as follows: 6.1.1. Completion of Required Improvements (35°A)). Company shall be entitled to receive a percentage of the Abatement equal to thirty-five percent (35%) (the "Overall Construction Percentage") on account of Company's having met all requirements in accordance with Section 4.1 for completion of the Required Improvements and having met the Phase I Personal Property Commitment. 6.1.2. Fort Worth Construction Cost Spending (Up to 5%). A percentage of the 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 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 $2,550,000.00 and only $1,785,000.00 in 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 [$1.785 million/$2.55 million], or .05 x .70, or .35). If the Fort Worth Construction Commitment was met or exceeded, the Fort Worth Construction Percentage will be five percent (5%). 6.1.3. Fort Worth M/WBE Construction Cost Spending (Up to 5%). A percentage of the 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 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 Page 13 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Commitment was met or exceeded, the M/WBE Construction Percentage will be five percent (5%). 6.1.4. Overall Employment (Up to 10%). A percentage of the Abatement will be based on the extent to which the Overall Employment Commitment, as outlined in Section 4.5, was met (the "Overall Employment Percentage"). The Overall Employment Percentage in a given year shall equal the product of ten percent (10%) 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 on the Land in the previous year by forty (40), which is the number of Full-time Jobs constituting the Overall Employment Commitment. For example, if only thirty (30) Full-time Jobs were provided on the Land in a given year, the Overall Employment Percentage for the following year would be 7.5% instead of 10% (or .10 x [30/40]), or .10 x .75, or .075. If the Overall Employment Commitment is met or exceeded in a given year, the Overall Employment Percentage for the following year will be ten percent (10%). 6.1.5. Fort Worth Employment (Up to 10%). A percentage of the Abatement will be based on the extent to which the Fort Worth Employment Commitment, as outlined in Section 4.6, was met (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 Worth Employment Commitment in that year. For example, if Company provides and fills forty (40) Full-time Jobs on the Land in a given year, the Fort Worth Employment Commitment for that year will, in accordance with Section 4.6, be twelve (12) Full-time Jobs (30% of 40 Full-time Jobs). If in that year only eight (8) Full-time Jobs on the Land were provided to Fort Worth Residents, the Fort Worth Employment Percentage for the following year would be 6.66% instead of 10% (or .10 x [8/12]), or .10 x .666, or .0666. 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%). Page 14 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 6.1.6. Central City Employment (Un to 5%). A percentage of the Abatement will be based on the extent to which the Central City Employment Commitment, as outlined in Section 4.7, was met (the "Central City Employment Percentage"). The Central City Employment Percentage for a given year shall equal the product of five percent (5%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous 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. 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 five percent (5%). 6.1.7. Fort Worth Supply and Service Spending (Up to 5%1. A percentage of the 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's Supply and Service Expenditures in a given year were $700,000.00, the Fort Worth Supply and Service Spending Commitment for that year will, in accordance with Section 4.8, be $210,000.00 (30% of $700,000.00 in Supply and Service Expenditures). If only $180,000.00 in Supply and Service Expenditures were made with Fort Worth Companies in the previous calendar year, the Fort Worth Supply and Service Percentage for the following year would be 4.29% instead of 5% (or .05 x [$180,000/$210,000], or .05 x .867, or .04285). If the Fort Worth Supply and 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%). 6.1.8. Fort Worth M/WBE Supply and Service Spending (Un to 5%1. A percentage of the 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 Page 15 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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%). 6.2. Reduction of Future Abatements for Failure to Meet Phase II Personal Property Commitment. Notwithstanding anything to the contrary herein, if the Phase II Personal Property Commitment is not met, the percentage of Abatement for the 2019 tax year and each year thereafter for the remainder of the Abatement Term shall be calculated in accordance with Section 6.1 and then multiplied by 0.50, thus reducing the amount of Abatement in any such years by one-half (1/2), meaning that the maximum Abatement in any such years will be forty percent (40%) instead of eighty percent (80%). For example, if the Phase II Personal Property Commitment is not met and the Abatement percentage applicable for the 2019 tax year, calculated in accordance with Section 6.1, is, by way of example only, seventy percent (70%), such percentage shall then be multiplied by 0.50, so that the percentage of Abatement available for that year is actually thirty-five percent (35%). 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 Construction Commitment by $5,000.00, but exceeded the Fort Worth Construction Commitment by $5,000.00, the percentage of Abatement available hereunder would still be reduced in accordance with Section 6.1.3 on account of Company's failure to meet the M/WBE Construction Commitment. 6.4. Abatement Limitations. In accordance with Section 11.5 of the Policy and notwithstanding anything to the contrary herein, Company's Abatement in any given year of the Abatement Term shall be based (i) on the increase in the real property value of improvements on the Land over their value as of January 1, 2013, if any, up to a maximum increase of Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000.00) and (ii) on the increase in the value of New Taxable Tangible Personal Property located on the Land since January 1, 2013, if any, up to a maximum increase of One Hundred Twenty Million Dollars ($120,000,000.00). In other words, with regard to the real property tax Abatement, in any year in which the taxable value of improvements on the Land exceeds (i) any value of improvements on the Land as of January 1, 2013plus (ii) $12,750,000.00, Page 16 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Company's real property tax Abatement for that tax year shall be capped and calculated as if the increase in the value of improvements on the Land since January 1, 2013had only been $12,750,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of improvements on the Land is $14,000,000.00 over their value as of January 1, 2013, Company would receive a maximum real property tax Abatement of eighty percent (80%) (or if the Phase II Personal Property Commitment is not met, of forty percent (40%)) of $12,750,000.00 in valuation for that year and would pay full taxes on the $1,250,000.00 difference over the cap. Along the same lines, if the value of New Taxable Tangible Personal Property located on the Land in a given year of the Abatement Term is $130,000,000.00 over the value of that Property as of January 1, 2013, Company would receive a maximum Abatement on New Taxable Tangible Personal Property of eighty percent (80%) (or if the Phase II Personal Property Commitment is not met, of forty percent (40%)) of $120,000,000.00 in valuation for that year and would pay full taxes on the $10,000,000.00 difference over the cap. 7. WAIVER OF CERTAIN FEES. Company and its contractors will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to construction of the Required Improvements. However, as further consideration for the public purposes that will be achieved from construction of the Required Improvements and use of the Land in accordance with this Agreement, and unless otherwise prohibited by applicable law, ordinance, rule or regulation, the City agrees to waive the following fees related to the Required Improvements that would otherwise be charged by the City at any time prior to the Completion Deadline: (i) all building permit, plan review, 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 federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its contractors. 8. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 8.1. Failure to Meet Construction Cost Spending, Employment, Supply and Service Spending Commitments or Phase II Personal Property Commitment. If Company fails to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Page 17 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 in any year in which such Commitments apply, or if the Phase II Personal Property Commitment is not met, 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 or amount of Abatement available to Company pursuant to this Agreement to be reduced in accordance with this Agreement. 8.2. Failure to Complete Phase I. Notwithstanding anything to the contrary herein, if (i) Company failed to expend or cause to be expended at least Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the Required Improvements by the Completion Date; (ii) the Completion Date did not occur on or before the Completion Deadline; or (iii) New Taxable Tangible Personal Property having a value of at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00) was not in place at the Land by January 1 of the first full 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 Company without further obligation to Company hereunder. 8.3. Knowine 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 1324a0 (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens) and such violation occurs during the Term of this Agreement: • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2%) per Page 18 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 two percent (2%) 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 8.3, "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 two percent (2%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000. This Section 8.3 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 8.3 shall survive the expiration or termination of this Agreement. 8.4. Foreclosure on Land or Required Improvements. Subject to Section 12, the City will have the right to terminate this Agreement immediately upon provision of written notice to Company of any of the following events: (i) the conveyance of the Land or the Required Improvements pursuant to an action to foreclose or otherwise enforce a lien, mortgage or deed of trust on the Land or the Required Improvements; (ii) the involuntary conveyance to a third party of the Land or the Required Improvements; (iii) execution of any assignment of the Land or Required Improvements or deed in lieu of foreclosure to the Land or Required Improvements; or (iv) appointment of a trustee or receiver for the Land or Required Improvements and such appointment is not terminated within one hundred twenty (120) calendar days after the appointment occurs. 8.5. 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 become delinquent and Company does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem taxes, or Company is in violation of any material Legal Requirement due to any act or Page 19 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC omission connected with Company's operations on the Land; provided, however, that an Event of Default shall not exist under this sentence unless Company fails to cure the applicable failure or violation within thirty (30) calendar days (or such additional time as may be reasonably required) after Company receives from the City written notice of such failure or violation. In addition to Sections 8.2, 8.3 and 8.4, a 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 8.2, 8.3 and 8.4, in the event that any 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 (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 Default shall become an Event of Default and the non - defaulting party shall have the right to terminate this Agreement, effective immediately, by providing written notice to the defaulting party. 8.6. Liquidated Damates. Company acknowledges and agrees that termination of this Agreement due to an Event of Default by Company will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) 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 as authorized by Section 312.205(b)(6) of the Code, Company shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year in which an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Company agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 8.6 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Company's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Company shall also be liable for all penalties and interest on any outstanding amount at the statutory Page 20 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 Company shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company shall have the exclusive right to control all details and day-to-day operations relative to the Land and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company, its 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 Company. 10. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS 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 (it) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS 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: Page 21 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Attorney and Housing/Economic Development Dept. Director at the same address Company: NGC Renewables, LLC Attn: Alex Gong 17955 E. Ajax Circle City of Industry, CA 91748 with a copy to: Squire Sanders (US) LLP 555 S. Flower Street, 3 l st Floor Los Angeles, CA 90071 Attn: Randolph H. Gustafson 12. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS; ASSIGNMENT AND SUCCESSORS. Company may assign this Agreement and all or any of the benefits provided hereunder to (a) an Affiliate that owns or takes title to the Land or any New Taxable Tangible Personal Property, (b) a successor to Company by merger or consolidation, or (c) any person or entity that acquires all or substantially all of Company's assets 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 assignee and a contact name, address and telephone number for the assignee, and (ii) the assignee 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 agrees to take title to the Land and any New Taxable Tangible Personal Property; (ii) 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 all 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. Page 22 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 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. 18. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of 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. Page 23 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC 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 and Company, and any lawful assign and successor of 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. 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. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES] Page 24 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC CITY OF FORT WORTH: By: Fernando Costa Assistant City Manager Date: /f3 APPROVED AS TO FORM AND LEGALITY: y• 71(11 Peter Vaky Deputy City Attorney M&C: C-25710 07-10-12; C-26310 07-09-13 STATE OF TEXAS § COUNTY OF TARRANT § undersigned authority, on this day personally appeared BEFORE ME, the of the CITY OF FORT WORTH, a municipal Fernando Costa, Assistant City Managerknown co oration organized under the laws of the State Tnstsruent and acknowledged to me to me to be the person and officer whose name is subscribed to the foregoing uthor t that the same was the act of the CITY OF FORT WORTH,Council of the City ofa Fort izedrto perform the same by appropriate resolution of the City an d that he executed the same as the act of the CITY OF FORT state WOa WORTH for the purposes and consideration therein expressed and in te capacity GIVEN UNDER MY HAND AND SEAL OF OFFICE this ---D—day of ,2013. ( Notary Public in and for the State of Texas) ,' ZZ Notary's Printed Name Page 25 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC r1MI; 20 55 ;o 4 - EVONIA DANIELS Notary Public, State of Texas 2 My Commission Expires iiiiiiiii 6.July 10, 2017 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX NGC RENEWABLES, LLC, a Texas limited liability company: By: Date: i Nark: \M N p Title: G \ STATE OF C 4 COUNTY OF AZT ti U § BEFORE ME, the undersigned authority, on this day personally appeared 0,71-41) -e f2-,-- of NGC RENEWABLES, LLC, a Texas 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 NCG RENEWABLES, LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 6 ,� day of , 2013. a Notary Public in and for 4 the State of 64 AiEr�7. yv ` L t u n/ 6- Notary's Printed Nan e Page 26 Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC �` JENNY LEU GAY 0 r , COMM.1991108 t �r�j`py NOTARY PUBLIC - CALIFORNIA w vvr1Rii LOS ANGELES COUNTY 0 ,N5. COMM. EXPIRES OCT. 122016 " EXHIBITS "A" — Description and Map Depicting the Land "B" — Company's Tax Abatement Application "C" — Map of Central City Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC Description of the Land EXHIBIT "A" Being a tract of land situated in the William Huff Survey, Abstract No. 648 of The F. Cuella Survey, Abstract No. 267, Tarrant County, Texas, and being all of that certain tract of land filing No. D207348894, County Records, Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/a iron rod with plastic cap stamped "Carter & Burgess" found at the northeast corner of Lot 1, Block 2, Alliance Gateway Addition, as recorded in Cabinet A, Slide 2979, Plat Records, Tarrant County, Texas and being in the southerly right-of-way line of State Highway No. 170 (a variable width right-of-way), THENCE N 89°29'40" E, 768.31 feet along said southerly right-of-way line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found at the northwest corner of Tract 4 of those tracts of land conveyed by deed to Alliance Building Partners, LLP as recorded in Clerk's Filing No. D207348893 of said county records, THENCE the following bearings and distance along the westerly line of said Tract 4: S 00°29'26" E, 289.79 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found at the beginning of a curve to the right, 169.30 feet along the arc of said curve to the right, through a central angle of 10°00'00", a radius of 970.00 feet and a long chord of S 04°30'34" W, 169.08 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found, S 09°30'34" W, 435.47 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found at the beginning o a curve to the right, 271.93 feet along the arc of said curve to the right, through a central angle of 36°14'03", a radius of 430.00 feet and a long chord of S 27°37'35" W, 267.43 feet to a 5/8 inch iron rod with plastic cap stamped 'Carter & Burgess" found at the beginning of a non -tangent curve to the left, said point being in the northerly line of that certain 6.762 acre tract of land described by deed to Alliance Gateway -Phase I Association as recorded in County Clerk's Filing No. D206240552, said County records, THENCE 109.68 feet along the northerly line of said Alliance Gateway -Phase I Association tract and along the arc of said curve to the left, through a central angle of 14°26'46", a radius of 435.00 feet and a long chord of N 85°52'52" w, 109.39 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found, THENCE S 86°53'46" W, 300.66 feet continuing along said northerly line to a 5/8 inch iron rod with plastic cap stamped " Carter & Burgess" found at the beginning of a curve to the right, THENCE 149.53 feet continuing along said northerly line and along the arc of said curve to the right, through a central angle of 02°57'53", a radius of 2889.79 feet and a long chord of S 88°22'42" W, 149.51 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found at the southeast corner of that certain 0.669 acre tract of land as described by deed to Alliance Gateway -Phase I Association and recorded in Volume 16319, Page 381, said County records, THENCE N 00°08'21" W, 1130.64 feet along said easterly line of said 0.669 acre Alliance Gateway -Phase I Association tract and then along the easterly line of said Lot 1, Block 2, Alliance Gateway Addition to the point of beginning and containing 810,595 square feet or 18.609 acres of land, more or less. NICATlT )LAP POINT OF BEGINNING LOT USE AND TABULATION INDUSTRIAL t LOT 15.60, ACRES TOTAL 1 LOT 18509 ACRES 100 200 300 CRAPHlC SLALE N FEET SCALE '•100' - ALLIANCE GATEWAY FREEWAY (SPATE HIGHWAY NO. 178) ¢n.�rrva� LL � BTRAT- .u.,on..R�.t to.a, acmes,a ,m LOT 4, BLOCK 2 18.609 ACRES r''.. r d]Lvn-nr.. t ....yd AtLtA¢2 R;, . KA I AivGUTtd ...r.¢ wn ;m• tS .. Au'.�VICTORY LANE � C.a,.Id.. 02BOr R, Carter Burps... IOC MILLDAM BGODFF SURVEY ARBTRACT N0.048 Ann Mt \\\ FORT WORTH CITY PLAN SE01 CITY OR 10C TOII. TELT Mal A000wl Del.: W.-Of BY ,o. Al-19 .9 TK o aB• +' 000rr`eiw: �:a o wr...c ou Mtrc r... P.� mAunrc on zraom u.m. 0. v - _ ...rt.vii. .lu..r rr....A .r .rF .nr i».rN. '”4:ra:4 urc•r.rra NI9RATFILDINC5 07a.0L,7 Z ' y-z5 cs- A FINAL PLAT OF LOT 4, BLOCK 2 ALLIANCE GATEWAY ADD1'1'nON AN A001TION TO THE CITY or FORT room, SI7UATm IN TNC NILLIAN R,00 SURVEY. ABSTRACT N0. ONB AND THE F. ATE, A SURVEY. ABSTRACT No. 26T. TARRANT COUNTY, METAS. DATE PREPARED FEBRUARY 200, RD,6 CANF 015514. 1101.0002 EXHIBIT "A" PROJECT DATA L U,. Ortice /Warehouse (MMa 395.637a1/ 9.06 e<(Phase 1) 616.966 el-/9311a. IF11PmbNi 810.625.1./ 16.61 ac (Tele6 puikgn Area Office 12,000 a.0. Werehouee 122,500 af. Iow Building 12e,50010. Parking Provided 120 Spaces Handicap Parking Provided 55paca Mance Galway Fury (8.H.170)_-_ NGC Transmission 6.51 0.1e4n00 kin Land ®NGC KEY PLAN (2)19Y20' Ground -Lava DoP,. Ten (2) 1AY2DG 20k1 Chem Room —_ Alliance Gateway Fwy (S.H. 170) (53) Cer Parking span*, a �1dk 20GLwM Doan I Cb L05.2i__..__.I-1. 90' 410' Wash t oaY GwaMMIt.11Cr.m(0=I1 9 -i LO 1 a r50osF.� A 'i II 1 1 1 L U U myrosaw SK Mas Gaw rldRo 1 - 1 1 Office a000zv. 130' I (2) 16xi0'KmA-0ut Pack 1 (Furore) J � 125' DK Amp Service III C12 -- - - - Outbound Truck Drive lq Future Expansion Area Future/Potential Truck Court (2) te'z10' Knock -Out Pon.k (Future) Cf:4) ri)NGC TRANSMISSION - SITE PLAN lc 0 is eir 1001151 a y H S V Q 0.1M06D 110.0112 000. 00>E 0.7160115 A 0 SHUT 0001/00 A1.01 EXHIBIT "B" FORT WORTH City of Fort Worth Incentive Application Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-7540 Incentive Application GENERAL INFORMATION 1. Applicant Information: Company Name \v i7� Company Address \) `), City, State, Zip Code pS QC�i `-1� C\\I Contact Person (include title/position): \`r\Q,�� kJ ox\d'(\ , Telephone Number CM —��I cY3 ext. Mobile Telephone Number b,-1 "" Fax Number E-mail address: �\kv\c.._,, M.k\ -A1..M6 C 2. Project Site Informaation (if different r m above): Address/ Location: \` \� , `\ \\\, c. 3. Development requests that will be sought for the project (check all that apply): A. Replat: 1 B. Rezoning: Current zoning: t Requested zoning: C. Variances: If yes, please describe: D. Downtown Design Review Board: E. Landmark Commission: 4. Incentive(s) Requested:1 ..� CG�\N 1 tk- A106\4m6* 5. Specify elements of project that make it eligible for the requested incentive(s): \\o`t\�� Uo (}.'(\. \\QA,\. V �� Please see Incentive Policy for a list of incentives. Page 2 of 7 J 6. Do you intend to pursu abatement of: County Taxes? Yes ❑ No 7. What level of abatement will you request: Years? \n Percentage? 0 040 PROJECT INFORMATION For real estate projects, please include below the project concept, project benefits and how the project relates to existing community plans. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. Any incentives given by the City should be considered only "gap" financing and should not be considered a substitute for debt and equity. However, the City is under no obligation to provide gap financing just because a gap exists. In order for a property owner/developer to be eligible to receive incentives and/or tax abatement for a project, the property owner/developer: A. Must complete and submit this application and the application fee to the City; B. Owner/developer or owner/developer's principals must not be delinquent in paying property taxes for any property owned in Fort Worth; C. Owner/developer or owner/developer's principals must not have ever been subject to the City of Fort Worth's Building Standards Commission's Review; D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens filed against any other property owned by the applicant property owner/developer. "Liens" includes, but is not limited to, weed liens, demolition liens, board-up/open structure liens and paving liens. For business expansion proiects2, 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. f 8. Type of Project: Residential Commercial/Industrial Mixed -use 9. Will this be a relocation? i No Yes If es where is the company currently P Y located? 2 A business expansion project involves assistance to a business entity that seeks to expand its existing operations within Fort Worth. The business is in a growth mode seeking working capital, personal property or fixed asset financing. Page 3 of 7 ECD092705 10. Project Description A. Please provide a brief description of the project ` \\k\d\\(\z_,. )\ M•Mt, c)A, c\, IQ\ ki,) 1e,\� C 'w `�\\ v�U1�.\,. a J \ix\d\c, ,Grp, \\M'ZKV, "AK)' f\tZA t10).\ � � Q) 4\ A\ \\ /(1\a1 B. Real Estate Development 1. Current Assessed Valuation of: Land $ 3 Improvements: $ A C\S t‘N 2.( New Development r Expansion (please circle one): Size \``' & J sq. ft. Cost of Construction $ \ E 1V \ 3. For mixed -use projects, please list square footage for each use 4. Site Development (parking, fencing, landscaping, etc.): Type of work to be done Cost of Site Development $ tN C. Personal Property & Inventory 1. Personal Property: • Cost of equipment, Zachinery, furnishing, etc: • Purchase or lease? 0,-C‘ \M , 2. Inventory & Supplies: • Value of: Inventory $ \, 10 Supplies $ d� • Percent of inventory eligible for Freeport exemption (inventory, exported from Texas within 175 days) y� % Page 4 of 7 ECD092705 11. Employment and Job Creation: A. During Construction 1. Anticipated date when construction will start? f \� 2. How many construction jobs will be created? 3. What is the estimated payroll for these jobs? \hAZI.. 1 4\kS P13- s(ool B. From Development 1. How many persons are currently employed? 2. What percent of current employees above are Fort Worth residents? 3. What percent of current employees above are Central City residents? 4. Please complete the following table for new jobs to be created from direct hire by applicant. Total Jobs to be Created Less Transfers* Net Jobs % of Net Jobs to be filled by Fort Worth Residents % of Net Jobs to be filled by Central City Residents First Year 1v' By Fifth Year By Tenth Year �0 S0 \0 3 0 LO vc(') \C O Wl© 10010 \0°l * If any employees will be transferring, please describe from where they will be transferring. I ' 5. Please attach a description of the jobs to be created, tasks to be performed for each and wage rate for each classific tion. \\'-� r b'p �,s_,� \�� \(AS � \S �\�1'i\ \���CX\�\e,�Q,� \URA OS1�-‘L��� i ZANQ,l\\Caa� �u \� J:A\�k'A "�J ) N \k\��-ANW\�.� Q-C\\s S�' \r\ 6. Does the applicant provide the following benefits: Retirement Health Page 5 of 7 ECD092705 0 Dental Domestic Partner 7. Please describe any ancillary (not direct hire by applicant) job creation that will occur as a result of completing this roject. 12. Local Commitments: A. During Construction 1. What percent of the construction costs described in question 11 above will be committed to: • Fort Worth businesses? • Fort Worth Certified Minority and Women Business Enterprises? B. For Annual Supply & Service Needs Regarding discretionary sutrnly and service expenses3 (i.e. landscaping, office or manufacturing supplies, janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 2. What percentage will be committed to Fort Worth businesses? 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? DISCLOSURES 13. Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. 3 Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a national purchasing contract. Page 6 of 7 ECD092705 14. These documents must be submitted prior to City Staff review of the application: 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) 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. 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. 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 the 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 to comply with the guidelines and criteria stated therein. Wrak C::?•n Printed Name OM? Title siR/a Date/ Page 7 of 7 ECD09270S BEING A TRACT OF LAND SITUATED IN THE WILLIAM HUFF SURVEY, ABSTRACT NO, 648 AND THE F. CUELLA SURVEY, ABSTRACT NO. 267, TARRANT COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND (PARCEL 1) AS DESCRIBED BY DEED TO ALLIANCE GATEWAY NO. 3, LLC AND RECORDED IN COUNTY CLERK'S FILING NO. D2073488940 COUNTY RECORDS,, TARRANT COUNTY, TEXAS, SAID TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS' BEGINNING AT A 5✓8 INCH IRON ROD WITH PLASTIC CAP STAKED "CARTER & BURGESS" FOUND AT THE NORTHEAST' CORNER QF LOT 1, BLOCK 2, ALLIANCE GATEWAY ADDITION, AS RECORDED IN CABINET A, SLIDE 2979, PLAT RECORDS, TARRANT COUNTY, TEXAS AND BEING IN THE SOUTHERLY RIGHT-OF-WAY LINE OF STAT HIGHWAY NO► I74 (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE N 89* 29'40"E, 768.31 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND AT THE NORTHWEST CORNER OF TRACT 4 OF THOSE TRACTS OF LAND CONVEYED BY DEED TO ALLIANCE BUILDING PARTNERS, LLP AS RECORDED IN CLERK' FILING NO, D207348893 OF SAID COUNTY RECORDS; THENCE THE FOLLOWING BEARINGS AND DISTANCES ALONG THE WESTERLY LINE OF SAID TRACT 4+ S 00° 29' 26" E, 289.79 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND AT THE BEGINNING OF A CURVE TO THE RIGHT; 169.30 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 10°00'00", A RADIUS OF 970.00 FEET AND A LONG CHORD OF S 04° 30' 34"W, 169.08 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND; S 09°30' 34"W, 435.47 FEET TO A 5/8 INCH IRON ROO WITH PLASTIC CAP STAMPED "CARTER & BURGESS" POUND AT THE BEGINNING OF A CURVE TO THE RIGHT; 271.93 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 36°14'03", A RADIUS OF 430.0G FEET AND A LONG CHORD OF S 27°37' 35"W, 267.43 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND AT THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT, SAID POINT BEING IN THE NORTHERLY LINE OF THAT CERTAIN 6.762 ACRE TRACT OF LAND AS DESCRIBED BY DEED TO ALLIANCE GATEWAY —PHASE I ASSOCIATION AS RECORDED IN COUNTY CLERK'S FILING NO. 0206240552, SAID COUNTY RECORDS; THENCE 109.68 FEET ALONG THE NORTHERLY LINE OF SAID ALLIANCE GATEWAY -PHASE 1 ASSOCIATION TRACT AND ALONG THE ARC OF SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 14°26'46", A RADIUS OF 435.00 FEET AND A LONG CHORD OF N 65°52' 52"W, 109.39 FEET TO A 5/8 INCH IRON ROD WIT PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND; THENCE S 86°53'46"W, 300.66 FEET CONTINUING ALONG SAID NORTHERLY LINE TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND AT THE BEGINNING OF A CURVE TO THE RIGHT; THENCE 149.53 FEET CONTINUING ALONG SAID NORTHERLY LINE AND ALONG THE ARC OF SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 02°57'53", A RADIUS OF 2889.79 FEET AND A LONG CHORD QF S 88°22142"W, 149.51 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND AT THE SOUTHEAST CORNER OF THAT CERTAIN 0.669 ACRE TRACT OF LAND A5 DESCRIBED BY GEED TO ALLIANCE GATEWAY —PHASE I ASSOCIATION AND RECORDED IN VOLUME 16319, PAGE 381, SAID COUNTY RECORDS; THENCE N 00°0$'21"W, 1130,64 FEET ALONG SAID EASTERLY LINE OF SAID 0.669 ACRE ALLIANCE GATEWAY —PHASE I ASSOCIATION TRACT AND THEN ALONG THE EASTERLY LINE OF SAID LOT 1, BLOCK 2, ALLIANCE GATEWAY ADDITION TO THE POINT OF BEGINNING AND CONTAINING 810,595 SQUARE FEET OR 18.609 ACRES OF LAND, MORE OR LESS. Clifford J. Bogart CCIM The Vanguard Commercial Group, Inc. 5339 Alpha Road, Suite 101 Dallas, TX 75240 214-704-9862 cliffPvanguardcres.com www.vanguardcres.com 2 Legend O Zip Codes O Central City Boundary CDBG Eligible Area City Limit FORT WORTH Housing and Economic Development CDBG Eligible Areas & Central City Updated 08/09/2011 M&C Review Page 1 of 2 CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 7/9/2013 DATE: 7/9/2013 REFERENCE NO.: **C-26310 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: SUBJECT: Amend Mayor and Council Communication C-25710 to Extend Completion Deadline Under Proposed Tax Abatement Agreement with NGC Renewables, LLC, or an Affiliated Entity for Construction of a 120,000 Square Foot North American Headquarters and Manufacturing Facility at 5500 Alliance Gateway Freeway (COUNCIL DISTRICT 7) Official site of the City of Fort Worth, Texas FORT WORM 17NGCTACOR NO RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication C-25710 to extend the completion deadline under a proposed Tax Abatement Agreement with NGC Renewables, LLC, or an affiliated entity for the construction of a 120,000 square foot North American headquarters and manufacturing facility at 5500 Alliance Gateway Freeway. DISCUSSION: On July 10, 2012, (M&C C-25710) the City Council authorized execution of a Tax Abatement Agreement with NGC Renewables, LLC (NGC), or an affiliated entity for the construction of a 120,000 square foot North American headquarters and manufacturing facility at 5500 Alliance Gateway Freeway and authorized the waiver of certain related development fees. Mayor and Council Communication (M&C C-25710) authorized a 10 year tax abatement with NGC that could potentially abate up to 80 percent of the City's ad valorem taxes on the incremental value of real and business personal property investment on the site. The project is a two -phased project with an overall investment in the amount of $96,000,000.00 in real and business personal property. The M&C specified that Phase I was to be completed by December 31, 2013 and Phase II by December 31, 2018. Due to delays in finalizing the site selection process, the Tax Abatement Agreement has not been executed and NGC has asked the City to amend M&C C-25710 to extend the Phase I completion deadline for the construction of the facility from December 31, 2013 to June 30, 2014. No other changes have been requested. Therefore, Staff recommends approval of this request. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: Fernando Costa (6122) Cynthia Garcia (8187) Ossana Hermosillo (6203) Ana Alvarado (2661) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18569&councildate=7/9/2013 07/10/2013 M&C Review Page 2 of 2 ATTACHMENTS 130702 NGC Reference Mao.r df http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18569&councildate=7/9/2013 07/10/2013 M&C Review Official site of the City of Fort Worth, Texas COUNCIL ACTION:; Approved on 7/10/2012 DATE: 7/10/2012 REFERENCE NO.: C-25710 LOG NAME: 17TANGC CODE: C TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Tax Abatement Agreement with NGC Renewables, LLC, or an Affiliated Entity for the Construction of a 120,000 Square Foot North American Headquarters and Manufacturing Facility at 5500 Alliance Gateway Freeway and Authorize Waiver of Certain Related Development Fees (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution a Tax Abatement Agreement with NGC Renewables, LLC, or an affiliated entity for the construction of a 120,000 square foot North American headquarters and manufacturing facility at 5500 Alliance Gateway Freeway; 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 NGC Renewables, LLC, or an affiliated entity (Company) that could potentially abate up to 80 percent of the City's ad valorem taxes on the incremental value of real and business personal property investment at the site. Project: NGC Renewables, LLC, or an affiliated entity (the Company) plans to construct a new North American headquarters and manufacturing facility at 5500 Alliance Gateway Freeway. The proposed project is estimated to have at least $8,500,000.00 expended in real property improvements, and the Company will invest at least $87,500,000.00 in new taxable personal property by December 31, 2018. This project is a two -phased project. Phase I of the project consists of the construction of a new 120,000 square foot headquarters facility, with a minimum investment of at least $8,500,000.00 in real property improvements (exclusive of land costs) and $7,500,000.00 in new non -inventory business personal property (as determined by the Tarrant Appraisal District's official tax rolls) by December 31, 2013. Phase II of the project consist of an additional minimum investment of at least $80,000,000.00 in new non -inventory business personal property (as determined by the Tarrant Appraisal District's official tax rolls) by December 31, 2018. Failure to meet Phase I investment is a condition of default and will result in immediate termination of the Agreement. Failure to complete Phase II will result in the reduction of the overall abatement percentage to a maximum of 40 percent for the remainder of the Agreement. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Property Imnrovements) The Company is required to spend a minimum of $2,550,000.00 or 30 percent, whichever is greater, of real property improvements with contractors that are Fort Worth companies. The Company is also required to spend a minimum of $2,125,000.00 or 25 percent, whichever is greater, of real property improvements with contractors that are certified Fort Worth http://www.fortworthgov.org/council packet/mc review.asp?ID=17037&councildate=7/10/2012[07/11/2012 10:54:16 AM] M&C Review Minority,Wo°nen Owned Business Enterprise companies (with the understanding that dollars spent with certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments The Company will employ a minimum of 40 Full Time Employees (FTEs) in Fort Worth by December 31, 2013. The estimated job creation could rise as high as 150 FTEs over the term of the Agreement. The Company will fill 30 percent of all jobs with Fort Worth residents and 10 percent with Fort Worth Central City residents. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply and Services): The Company has committed to spend the greater of 30 percent or $180,000.00 of annual discretionary supply and service expenditures with contractors that are Fort Worth contractors. This amount applies to all years in which the City participates in the project. The Company has also committed to spend the greater of 15 percent or $90,000.00 of annual discretionary service and supply expenditures with contractors that are certified Fort Worth M/WBE contractors (with the understanding that dollars spent with certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies). This amount applies to all years in which the City participates in the project. Discretionary service and Supply Contracts shall include all expenditures, whether under written contract or ad hoc purchases, other than for electric, gas and water utilities, related to the operation and maintenance of the project, including amounts paid to eligible companies or contractors for personnel. 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 80 percent for a period of ten years as depicted in the following chart. Company Commitments Real and Personal Property Investment Fort Worth Contractors Fort Worth M/WBE Contractors 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 Fee Waivers Potential Abatement 35 percent 5 percent 5 percent 10 percent 10 percent 5 percent 5 percent 5 percent 80 percent http://www.fortworthgov.org/council packet/mc review.asp?ID=17037&councildate=7/10/2012[07/11/2012 10:54:16 AM] M&C Review The City wail waive the following fees related to the Required Improvements that would otherwise be charged by the City at any time prior to the Completion Deadline: (i) all building permit, plan review, 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 project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citvj/lanaaer's Office byi Fernando Costa (6122) Originating Department Heath Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) ATTACHMENTS NGC_MC_Map.pdf http://www.fortworthgov.org/council_packet/mc review.asp?ID=17037&councildate=7/10/2012[07/11/2012 10:54:16 AM]