HomeMy WebLinkAboutContract 60492STATE OF TEXAS
COUNTY OF TARRANT
TAX ABATEMENT AGREEMENT
CSC No. 60492
This TAX ABATEMENT AGREEMENT ("Agreement") .is entered into by and
between the CITY OF FORT WORTH, TEXAS ("City"), a home -rule municipality organized
under the laws of the State of Texas, DRINKPAK, LLC, a Delaware limited liability company
("DrinkPak"), CARTER PARK EAST LAND, L.L.C., a Delaware limited liability company
("Carter"), and PR III/CROW BUILDING C, LP, a Delaware limited partnership, by and
through PR IIUCROW BUILDING C GP, LLC, a Delaware limited liability company, and it
general partner ("Crow").
RECITALS
A. On February 28, 2023, the City Council adopted Resolution No. 5709-02-2023,
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" ("Policy").
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 ("Code").
C. On September 12, 2023, the City Council adopted Ordinance Nos. 26418-09-2023
and 26419-09-2023 ("Ordinances") establishing Tax Abatement Reinvestment Zone Nos. 107 and
108, City of Fort Worth, Texas, respectively ("Zones").
D. DrinkPak, which is a manufacturer of premier alcoholic and non-alcoholic
beverages, intends to expand its operations to add two new manufacturing facilities within the City
of Fort Worth, which will include, among other things, production of energy drinks, hard seltzer,
canned cocktails, and alternative dairy beverages ("Project").
E. The Project will be constructed in two phases on two separate properties.
F. As part of Phase 1 of the Project, DrinkPak intends to construct a manufacturing
facility of at least 1.25 million square of building space ("Phase 1 Real Property Improvements")
and install certain taxable business personal property to support DrinkPak's manufacturing
operations, all of which will be on property owned by Crow located at 25001 Eagle Parkway
("Phase 1 Land"), all as set forth in more detail in this Agreement. The Phase 1 Land is set forth
in more detail in Exhibit "A" of this Agreement, which is attached hereto and incorporated herein
for all purposes.
G. Crow has entered into a lease to DrinkPak the Phase 1 Land on terms and
conditions that permit the development of the Phase 1 Real Property Improvements and installation
of the required taxable business personal property.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Tax Abatement Agreement between
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H. As part of Phase 2 of the Project, DrinkPak intends to construct a manufacturing
facility consisting of at least 2 buildings and 1 million square feet ("Phase 2 Real Property
Improvements") and install certain taxable business personal property to support DrinkPak's
manufacturing operations, all of which will be on property owned by Carter located at 7500-7601
Oak Grove Rd ("Phase 2 Land"). The Phase 2 Land is set forth in more detail in Exhibit "A" of
this Agreement.
I. Contingent upon receipt of the tax abatement herein, Carter will lease to DrinkPak
the Phase 2 Land on terms and conditions that permit the development of the Phase 2 Real Property
Improvements and installation of the required taxable business personal property.
J. Under the Crow Lease and Carter Lease, DrinkPak is required to pay real property
taxes on the Phase 1 Land and Phase 2 Land, respectively, and all improvements thereon, including
the Phase 1 Real Property Improvements and Phase 2 Real Property 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 Phase 1 Land
and Phase 2 Land as well as an abatement on taxes on New Taxable Tangible Personal Property
(as defined in Section 2) located on the Phase 1 Land and Phase 2 Land. Section 312.204(a) of the
Texas Tax Code permits the City to enter into an agreement with the owners of the Land to abate
taxes on the value of improvements located on the Phase 1 Land and Phase 2 Land, or of tangible
personal property located thereon, or both. Because DrinkPak 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 Phase 1 Land and Phase 2 Land, and because DrinkPak will be
the owner or lessee of New Taxable Tangible Personal Property that is subject to abatement
hereunder, it is necessary that Carter, Crow, and DrinkPak be parties to this Agreement.
K. As of May 18, 2023, DrinkPak submitted an application for tax abatement
("Application") to the City concerning plans for development of the Land, including construction
of the Required Improvements, which Application is attached hereto as Exhibit "B" and hereby
made a part of this Agreement for all purposes.
L. The contemplated use of the Phase 1 Land and Phase 2 Land and the terms of this
Agreement are consistent with encouraging development of the Zones and generating economic
development and increased employment opportunities in the City, in accordance with the purposes
for creation of the Zones, and are in compliance with the Policy, the Ordinance and other applicable
laws, ordinances, rules and regulations.
M. Under this Agreement, DrinkPak is committed to invest a total of at least $452
million as follows:
i. Phase 1: At least $37 million in Construction Costs for the Phase 1 Real
Property Improvements and at least $183 million in New Taxable Tangible
Personal Property to be installed on the Phase 1 Land in connection with
manufacturing business operations within the Phase 1 Real Property
Improvements
ii. Phase 2: At least $32 million in Construction Costs for the Phase 2 Real
Property Improvements and at least $200 million in New Taxable Tangible
Personal Property to be installed on the Phase 2 Land in connection with
manufacturing business operations within the Phase 2 Real Property
Improvements
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N. DrinkPak is also committing to provide at least 550 new Full-time Jobs on the
Phase 1 Land and 450 new Full-time Jobs on the Phase 2 Land, all of whose average annual Salaries
will equal at least $70,000.00. Therefore, the provisions of this Agreement, as well as the proposed
use of the Phase 1 Land and Phase 2 Land and nature of the proposed improvements, as defined set
forth herein, satisfy the eligibility criteria for a Mega Project tax abatement pursuant to Section 6
of the Policy.
O.. Written notice that the City intends to enter into this Agreement, along with a copy
of this Agreement, have 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 Phase 1
Land and Phase 2 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 DrinkPak 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 have the
definitions ascribed to them as follows:
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by, or controlling DrinkPak. For purposes of this definition, "control" means more than
fifty percent (50%) of the ownership determined by either value or vote.
Annual Waee Commitment has the meaning ascribed to it in Section 4.5.
Application has the meaning ascribed to it in Recital K.
BEF Construction Commitment has the meaning ascribed to it in Section 4.3.
BEF Construction Percentne has the meaning ascribed to it in Section 6.2.4.
Business Eauitv Firm(s) ("BEFs") has the meaning assigned to it in the City of Fort
Worth's Business Equity Ordinance, as amended (Chapter 20, Article X of the City Code).
Code has the meaning ascribed to it in Recital B.
Combined Abatement means the abatement of a percentage (not to exceed seventy
percent (70%) in any year of the Phase 1 Abatement Term or Phase 2 Abatement Term, as
applicable) of the City's incremental ad valorem real property taxes on any improvements located
on the Phase 1 Land and Phase 2 Land (but not on the Phase 1 Land or Phase 2 Land itself, which
taxes will not be subject to Abatement hereunder) and of the City's incremental ad valorem taxes
Tax Abatement Agreement between
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on Phase 1 New Taxable Tangible Personal Property and Phase 2 New Taxable Tangible Personal
Property, all calculated in accordance with this Agreement.
Combined Improvement Percentage has the meaning ascribed to it in Section 6.1.3.
Compliance Auditing Term means the term of ten (10) consecutive years, commencing
on January 1 of the First Operating Year and expiring on December 31 of the tenth (loth) year
thereafter, in which the City will verify and audit Crow's, Carter's, and DrinkPak's compliance
with the various commitments set forth in Section 4 that form the basis for calculation of the amount
of each annual Phase 1 Abatement, Phase 2 Abatement, or Combined Abatement percentage
hereunder.
Construction Costs means the following costs expended directly for the Required
Improvements: actual site development and construction costs, site work, infrastructure
improvements, facility modernization, utility installation and including directly -related contractor
fees, labor costs, plus costs of supplies and materials, engineering fees, architectural and design
fees, and permit fees. Construction Costs specifically excludes any real property acquisition costs
or rent payments or other costs required by a lease.
Director means the director of the City's 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 7 of this Agreement.
First Operating Year means the first full calendar year following the year in which the
Phase 1 Completion Date or Phase 2 Completion Date occurred (as the case may be).
Full-time Job means a job provided to one (1) individual by DrinkPak on the Land for an
average of at least forty (40) hours per week.
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.
Ordinance has the meaning ascribed to it in Recital C.
Overall Emplovment Percentage has the meaning ascribed to it in Section 6.1.5.
Phase 1 Abatement means the abatement of a percentage (not to exceed fifty percent
(50%) in any year of the Abatement Term) of the City's incremental ad valorem real property taxes
on any improvements located on the Phase 1 Land (but not on the Phase 1 Land itself, which taxes
will not be subject to Abatement hereunder) and of the City's incremental ad valorem taxes on
Phase 1 New Taxable Tangible Personal Property, all calculated in accordance with this
Agreement.
Phase 1 Abatement Term means the term of ten (10) consecutive years, commencing on
January 1 of the First Operating Year and expiring on December 31 of the tenth (loth) year
thereafter, in which DrinkPak and Crow will receive the Combined Abatement or Phase 1
Abatement in accordance with this Agreement.
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Phase 1 Certificate of Completion has the meaning ascribed to it in Section 5.1.
Phase 1 Completion Date means the date as of which all occupiable space within the
Phase 1 Real Property Improvements have received a permanent certificate of occupancy.
Phase 1 Completion Deadline means December 31, 2026.
Phase 1 Emplovment Commitment has the meaning ascribed to it in Section 4.4.1.
Phase 1 Emplovment Percentage has the meanings ascribed to it in Section 6.2.5.
Phase 1 Improvement Percentage has the meaning ascribed to it in Section 6.2.3.
Phase 1 Land has the meaning ascribed to it in Recital F.
Phase 1 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 Phase 1 Land; (iii) is owned or leased by DrinkPak and used by DrinkPak for the business
purposes outlined in this Agreement; and (iv) was not located in the City prior to period covered
by this Agreement.
Phase 1 Personal Propertv Improvement Commitment has the meaning ascribed to it
in Section 4.2.1.
Phase 1 Real Propertv Improvements has the meaning ascribed to it in Recital F, as
verified in the Phase 1 Certificate of Completion issued by the Director in accordance with this
Agreement.
Phase 1 Real Propertv Improvement Commitment has the meaning ascribed to it in
Section 4.1.1.
Phase 2 Abatement means the abatement of a percentage (not to exceed fifty percent
(50%) in any year of the Phase 2 Abatement Term) of the City's incremental ad valorem real
property taxes on any improvements located on the Phase 2 Land (but not on the Phase 2 Land
itself, which taxes will not be subject to Abatement hereunder) and of the City's incremental ad
valorem taxes on Phase 2 New Taxable Tangible Personal Property, all calculated in accordance
with this Agreement.
Phase 2 Abatement Term means the term of ten (10) consecutive years, commencing on
January 1 of the First Operating Year and expiring on December 31 of the tenth (loth) year
thereafter, in which DrinkPak and Carter will receive the Combined Abatement or Phase 2
Abatement in accordance with this Agreement.
Phase 2 Certificate of Completion has the meaning ascribed to it in Section 5.2.
Phase 2 Completion Date means the date as of which all occupiable space within the
Phase 2 Real Property Improvements have received a permanent certificate of occupancy.
Phase 2 Completion Deadline means December 31, 2027.
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Phase 2 Emplovment Commitment has the meaning ascribed to it in Section 4.4.2.
Phase.2 Emvlovment Percentage has the meanings ascribed to it in Section 6.3.5.
Phase 2 Improvement Percentage has the meaning ascribed to it in Section 6.3.3.
Phase 2 Land has the meaning ascribed to it in Recital H.
Phase 2 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 Phase 2 Land; (iii) is owned or leased by DrinkPak and used by DrinkPakfor the business
purposes outlined in this Agreement; and (iv) was not located in the City prior to period covered
by this Agreement.
Phase 2 Personal Pronertv Imnrovement Commitment has the meaning ascribed to it
in Section 4.2.2,
Phase 2 Real Property Improvements has the meaning ascribed to it in Recital H, as
verified in the Phase 2 Certificate of Completion issued by the Director in accordance with this
Agreement.
Phase 2 Real Property Improvement Commitment has the meaning ascribed to it in
Section 4.1.2
Policy has the meaning ascribed to it in Recital A.
Project has the meaning ascribed to it in Recital D.
Records has the meaning ascribed to it in Section 4.8.
Wage means the cash payment or remuneration made to a person holding a Full-time Job,
including paid time off, commissions, and non -discretionary bonuses. A Wage does not include
any benefits, such as health insurance or retirement contributions, reimbursements for employee
expenses, or any discretionary bonuses.
Zones has the meaning ascribed to it in Recital C.
3. TERM.
This Agreement takes effect on the date as of which the City and DrinkPak have all
executed this Agreement ("Effective Date") and, unless terminated earlier in accordance with its
terms and conditions, expires simultaneously upon expiration of the Phase 2 Abatement Tern
("Term"),
4. OBLIGATIONS AND COMMITMENTS RELATED TO ABATEMENT.
4.1. Real Property Improvements.
4.1.1 Phase 1. Crow and DrinkPak must expend or cause to be expended at
least Thirty -Seven Million Dollars and Zero Cents ($37,000,000.00) in
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Construction Costs for the Phase 1 Real Property Improvements by the Phase 1
Completion Date, and the Phase 1 Completion Date for the Phase 1 Real Property
Improvements must occur on or before the Phase 1 Completion Deadline ("Phase
1 Real Property Improvement Commitment"). Crow may perform this
obligation in full by permitting DrinkPak to make or cause to be made the Phase 1
Real Property Improvements.
4.1.2 Phase 2. Carter and DrinkPak must expend or cause to be expended at
least Thirty -Two Million Dollars and Zero Cents ($32,000,000.00) in Construction
Costs for the Phase 2 Real Property Improvements by the Phase 2 Completion
Date, and the Phase 2 Completion Date for the Phase 2 Real Property
Improvements must occur on or before the Phase 2 Completion Deadline ("Phase
2 Real Property Improvement Commitment"). Carter may perform this
obligation in full by permitting DrinkPak to make or cause to be made the Phase 2
Real Property Improvements.
4.2. Personal Property Improvements.
4.2.1. Phase 1. New Taxable Tangible Personal Property having a value of at
least One Hundred Eighty -Three Million Dollars and Zero Cents
($183,000,000.00) ("Phase 1 Personal Property Improvement Commitment")
must be in place on the Phase 1 Land by January 1, 2027. The Phase 1 Personal
Property Improvement Commitment is an obligation of DrinkPak only, and Crow
does not have any responsibility or obligation to ensure that the Phase 1 Personal
Property Improvement Commitment is met.
4.2.2 Phase 2. New Taxable Tangible Personal Property having a value of at
least Two Hundred Million Dollars and Zero Cents ($200,000,000.00) ("Phase 2
Personal Property Improvement Commitment") must be in place on the Phase
2 Land by January 1, 2028. The Phase 2 Personal Property Improvement
Commitment is an obligation of DrinkPak only, and Carter does not have any
responsibility or obligation to ensure that the Phase 2 Personal Property
Improvement Commitment is met.
4.2.3. The value of the New Taxable Tangible Person Property is determined
solely by the appraisal district having jurisdiction over the Phase 1 Land or Phase
2 Land, as applicable, at the time and reflected in the certified appraisal roll
received by the City from such appraisal district in such year.
4.3. Construction SDendine Commitment for BEFs.
By the Completion Date, DrinkPak must expend or caused to be expended at least
fifteen percent (15%) of all Construction Costs for the Phase 1 Real Property Improvements
and Phase 2 Real Property Improvements with BEFs, regardless of the total amount of such
Construction Costs ("BEF Construction Commitment"). This provision applies to the
Phase 1 Real Property Improvement Commitment and the Phase 2 Real Property
Improvement Commitment, respectively.
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City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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4.4. Emplovment Commitment.
4.4.1. Phase 1. DrinkPak must employ and retain a minimum of 550 Full -Time
Jobs on the Phase 1 Land by December 31, 2026 and retain such jobs for the Term
of this Agreement ("Phase 1 Employment Commitment"). A Full -Time Job will
be considered new if the individual was hired on or after January 1, 2024. The
Phase 1 Employment Commitment is an obligation of DrinkPak only, and neither
Carter nor Crow have any responsibility or obligation to ensure that the Phase 1
Employment Commitment is met in any given year.
4.4.2. Phase 2. DrinkPak must employ and retain a minimum of 450 Full -Time
Jobs on the Phase 2 Land by December 31, 2027 and retain such jobs for the Term
of this Agreement ("Phase 2 Employment Commitment"). A Full -Time Job will
be considered new if the individual was hired on or after January 1, 2024. The
Phase 2 Employment Commitment is an obligation of DrinkPak only, and neither
Carter nor Crow have any responsibility or obligation to ensure that the Phase 1
Employment Commitment is met in any given year.
4.4.3 Determination each year of compliance with the Phase 1 and Phase 2
Employment Commitments will be based on the employment data provided by
DrinkPak to the City for the year under evaluation.
4.5. Average Annual Wage.
4.5.1 In each year of the applicable Compliance Auditing Term, the average
annual Wage, measured on a calendar year basis, for all new Full -Time Jobs
provided and filled on the Phase 1 Land and Phase 2 Land, regardless of the total
number of such Full-time Jobs, must equal at least Seventy Thousand Dollars and
Zero Cents ($70,000.00) ("Annual Wage Commitment"). The Annual Wage
Commitment is an obligation of DrinkPak only, and neither Crow nor Carter have
any responsibility or obligation to ensure that the Annual Wage Commitment is
met in any given year.
4.5.2. Determination each year of compliance with the following Annual Wage
Commitment will be based on the employment data provided by DrinkPak to the
City for the year under evaluation.
4.6. Reports and Filings.
4.6.1. Final Construction Report.
a. Phase 1. Within ninety (90) calendar days following the Phase 1
Completion Date, in order for the City to assess whether the Phase
1 Real Property Commitment and the applicable BEF
Construction Spending Commitment were met, Crow and
DrinkPak must provide the Director with a report in a form
reasonably acceptable to the Director that specifically outlines (i)
the total Construction Costs expended or caused to be expended
for the Phase 1 Real Property Improvements as of the Phase 1
Completion Date and (ii) the total Construction Costs expended
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or caused to be expended with BEFs for the Phase 1 Real Property
Improvements as of the Phase 1 Completion Date, together with
supporting invoices and other documents reasonably necessary to
demonstrate that such amounts were actually paid, including,
without limitation, final lien waivers signed by the general
contractor for the Phase 1 Real Property Improvements.
b. Phase 2. Within ninety (90) calendar days following the Phase 2
Completion Date, in order for the City to assess whether the Phase
2 Real Property Improvements and the applicable BEF
Construction Spending Commitment were met, Carter and
DrinkPak must provide the Director with a report in a form
reasonably acceptable to the Director that specifically outlines (i)
the total Construction Costs expended or caused to be expended
for the Phase 2 Required Improvements as of the Phase 2
Completion Date and (ii) the total Construction Costs expended
or caused to be expended with BEFs for the Phase 2 Real Property
Improvements as of the Phase 2 Completion Date, together with
supporting invoices and other documents reasonably necessary to
demonstrate that such amounts were actually paid, including,
without limitation, final lien waivers signed by the general
contractor for the Phase 2 Real Property Improvements.
4.6.2. Annual Emplovment Report.
On or before February 1 of the Second Operating Year, and of each year
thereafter for the remainder of the applicable Compliance Auditing Term, in order
for the City to assess the degree to which DrinkPak met in the previous year the
Phase 1 Employment Commitment, Phase 2 Employment Commitment, and the
Annual Wage Commitment, DrinkPak must provide the Director with a report in
a form reasonably acceptable to the City that sets forth the total number of
individuals who held new Full -Time Jobs on the Phase 1 Land, Phase 2 Land, as
well as the Wage of each, all as of December 31 (or such other date requested by
DrinkPak and reasonably acceptable to the City) of the previous calendar year,
together with reasonable supporting documentation.
4.6.3. General.
DrinkPak must 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.
4.7. Inspections of Land and Improvements
4.7.1. At any time during DrinkPak's normal business hours throughout the
Term, the City will have the right to inspect and evaluate the Phase 1 Land and
Phase 2 Land, and any improvements thereon, and DrinkPak will provide full
access to the same, in order for the City to monitor compliance with the terms and
conditions of this Agreement. DrinkPak will use reasonable efforts to cooperate
fully with the City during any such inspection and evaluation.
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4.7.2. Notwithstanding the foregoing, DrinkPak may require that any
representative of the City be escorted by a DrinkPak representative or security
personnel during any such inspection and evaluation and abide by any site policies
and protocols regarding health, safety, and treatment of DrinkPak's confidential
information.
4.8. Audits.
The City has the right throughout the Term to audit the financial and business
records of DrinkPak that relate to the Phase 1 and Phase 2 Real Property Improvements,
Phase 1 and Phase 2 New Taxable Tangible Personal Property, and the Phase 1 and Phase
2 Land and any other documents necessary to evaluate DrinkPak'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"). DrinkPak must make
all Records available to the City on the Phase 1 or Phase 2 Land, as appropriate, or at
another location in the City acceptable to both parties following advanced written notice
and will otherwise use reasonable efforts to cooperate fully with the City during any audit.
4.9. Use of Land.
The Phase 1 and Phase 2 Land and any improvements thereon, including, but not
limited to, the Phase 1 and Phase 2 Real Property Improvements, must be used at all times
during the Term of this Agreement for DrinkPak'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.
4.10. Abatement Application Fee.
The City acknowledges receipt from DrinkPak of the required Application fee of
Five Thousand Dollars ($2,500.00).
5. CERTIFICATE OF COMPLETION.
5.1. Phase 1. Within ninety (90) calendar days following receipt by the City of the
final construction spending report for the Phase 1 Real Property Improvements and
assessment by the City of the information contained therein, if the City is able to verify
attainment of the Phase 1 Real Property Commitment, the Director will issue Crow and
DrinkPak a certificate stating the amount of total Construction Costs expended for the
Phase 1 Real Property Improvements and the amount of total Construction Costs expended
specifically with BEFs ("Phase 1 Certificate of Completion"). The Phase 1 Certificate
of Completion will serve as the basis for determining the extent to which the BEF
Construction Spending Commitment was met.
5.2 Phase 2. Within ninety (90) calendar days following receipt by the City of the
final construction spending report for the Phase 2 Real Property Improvements and
assessment by the City of the information contained therein, if the City is able to verify
attainment of the Phase 2 Real Property Commitment, the Director will issue Carter and
DrinkPak a certificate stating the amount of total Construction Costs expended for the
Phase 2 Real Property Improvements and the amount of total Construction Costs expended
specifically with BEFs ("Phase 2 Certificate of Completion"). The Phase 2 Certificate
Tax Abatement Agreement between
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of Completion will serve as the basis for determining the extent to which the BEF
Construction Spending Commitment was met.
6. TAX ABATEMENT.
6.1. Phase 1 and Phase 2 ComDletion.
6.1.1. Subject to the terms and conditions of this Agreement, provided that
DrinkPak meets both the Phase 1 and Phase 2 Real Property Improvement
Commitment and Phase 1 and Phase 2 Personal Property Improvement
Commitment, the City will grant a Combined Abatement to DrinkPak in each year
of the Phase 1 and Phase 2 Abatement Terms.
6.1.2 The amount of each Combine Abatement that the City grants during such
years will be a percentage of the City's ad valorem taxes on any improvements
located on the Phase 1 Land and Phase 2 Land, as applicable, (but not on the Phase
1 Land or Phase 2 Land itself, which taxes will not be subject to abatement
hereunder) and on Phase 1 and Phase 2 New Taxable Tangible Personal Property,
as applicable, attributable to increases in the value of such improvements, which
percentage will equal the sum of the Combined Improvement Percentage, the BEF
Construction Percentage, the Phase 1 and Phase 2 Employment Percentages, and
the Annual Wage Percentage, as set forth below (not to exceed seventy percent
(70%)).
6.1.3. Phase 1 and Phase 2 Real Property Improvements and Phase 1 and
Phase 2 Personal Property Improvement Commitments (50%).
City will grant an abatement to DrinkPak equal to fifty percent (50%) of
the overall Combine Abatement ("Combined Improvement Percentage") if
DrinkPak meets the Phase 1 and Phase 2 Real Property Improvement Commitment
and Phase 1 and Phase 2 Personal Property Improvement Commitment.
6.1.4. BEF Construction Cost Spending (10%).
A percentage of the Combined Abatement will be based on whether
DrinkPak meets the BEF Construction Commitment for both Phase 1 and Phase 2
Real Property Improvements (`BEF Construction Percentage"). If DrinkPak
meets the BEF Construction Commitment, the BEF Construction Percentage for
each Combined Abatement hereunder will be ten percent (10%). If DrinkPak does
not meet the BEF Construction Commitment, the BEF Construction Percentage
for each Combined Abatement hereunder will be zero percent (0%).
6.1.5. Emvlovment Commitments (10%)
A percentage of the Combined Abatement will be based whether DrinkPak
meets both the Phase 1 and Phase 2 Employment Commitments and the Annual
Wage Commitment on an annual basis ("Overall Employment Percentage"). If
DrinkPak meets both the Phase 1 and Phase 2 Employment Commitments and the
Annual Wage Commitment on an annual basis, then the Overall Employment
Percentage for each Combined Abatement hereunder will be ten percent (10%).
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6.2. Phase 1 Completion Onlv.
6.2.1. Subject to the terms and conditions of this Agreement, if DrinkPak meets
the Phase 1 Real Property Improvement Commitment and Phase 1 Personal
Property Improvement Commitment, but fails to meet the Phase 2 Real Property
Improvement Commitment and the Phase 2 Personal Property Commitment, the
City will grant to DrinkPak the Phase 1 Abatement in each year of the Phase 1
Abatement Term. However, DrinkPak will forgo the entire Phase 2 Abatement and
will not be entitled to any portion thereof.
6.2.2 The amount of each Phase 1 Abatement that the City grants during such
years will be a percentage of the City's ad valorem taxes on any improvements
located on the Phase 1 Land (but not on the Phase 1 Land itself, which taxes will
not be subject to abatement hereunder) and on Phase 1 New Taxable Tangible
Personal Property, as applicable, attributable to increases in the value of such
improvements, which percentage will equal the sum of the Phase 1 Improvement
Percentage, the BEF Construction Percentage, the Phase 1 Employment
Percentages, and the Annual Wage Percentage, as set forth below (not to exceed
fifty percent (50%)).
6.2.3. Phase 1 Real Property Improvements and Personal Property
Improvement Commitments (30%).
City will grant an abatement to DrinkPak equal to fifty percent (50%) of
the overall Phase 1 Abatement ("Phase 1 Improvement Percentage") if
DrinkPak meets the Phase 1 Real Property Improvement Commitment and Phase
1 Personal Property Improvement Commitment.
6.2.4. BEF Construction Cost Spending (10%).
A percentage of the Phase 1 Abatement will be based on whether DrinkPak
meets the BEF Construction Commitment for Phase 1 Real Property
Improvements ("BEF Construction Percentage"). If DrinkPak meets the BEF
Construction Commitment, the BEF Construction Percentage for each Phase 1
Abatement hereunder will be ten percent (10%). If DrinkPak does not meet the
BEF Construction Commitment, the BEF Construction Percentage for each Phase
1 Abatement hereunder will be zero percent (0%).
6.2.5. Emplovment Commitments (10%)
A percentage of the Phase 1 Abatement will be based whether DrinkPak
meets the Phase 1 Employment Commitment and the Annual Wage Commitment
on an annual basis ("Phase 1 Employment Percentage"). If DrinkPak meets the
Phase 1 Employment Commitment and the Annual Wage Commitment on an
annual basis, then the Phase 1 Employment Percentage for each Phase 1 Abatement
hereunder will be ten percent (106/o).
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
12 of 38
6.3. Phase 2 Completion Onlv.
6.3.1. Subject to the terms and conditions of this Agreement, if DrinkPak meets
the Phase 2 Real Property Improvement Commitment and Phase 2 Personal
Property Improvement Commitment, but fails to meet the Phase 1 Real Property
Improvement Commitment and the Phase 1 Personal Property Commitment, the
City will grant to DrinkPak the Phase 2 Abatement in each year of the Phase 2
Abatement Term. However, DrinkPak will forgo the entire Phase 1 Abatement and
will not be entitled to any portion thereof.
6.3.2 The amount of each Phase 2 Abatement that the City grants during such
years will be a percentage of the City's ad valorem taxes on any improvements
located on the Phase 2 Land (but not on the Phase 2 Land itself, which taxes will
not be subject to abatement hereunder) and on Phase 2 New Taxable Tangible
Personal Property, as applicable, attributable to increases in the value of such
improvements, which percentage will equal the sum of the Phase 2 Improvement
Percentage, the BEF Construction Percentage, the Phase 2 Employment
Percentages, and the Annual Wage Percentage, as set forth below (not to exceed
fifty percent (50%)).
6.3.3. Phase 2 Real Property Improvement and Personal Property
Improvement Commitments (30%).
City will grant an abatement to DrinkPak equal to fifty percent (50%) of
the overall Phase 2 Abatement ("Phase 2 Improvement Percentage") if
DrinkPak meets the Phase 2 Real Property Improvement Commitment and Phase
2 Personal Property Improvement Commitment.
6.3.4. BEF Construction Cost Snendin2 (10%).
A percentage of the Phase 2 Abatement will be based on whether DrinkPak
meets the BEF Construction Commitment for Phase 2 Real Property
Improvements (`BEF Construction Percentage"). If DrinkPak meets the BEF
Construction Commitment, the BEF Construction Percentage for each Phase 2
Abatement hereunder will be ten percent (10%). If DrinkPak does not meet the
BEF Construction Commitment, the BEF Construction Percentage for each Phase
2 Abatement hereunder will be zero percent (0%).
6.3.5. Emolovment Commitments (10%)
A percentage of the Phase 2 Abatement will be based whether DrinkPak
meets the Phase 2 Employment Commitment and the Annual Wage Commitment
on an annual basis ("Phase 2 Employment Percentage"). If DrinkPak meets the
Phase 2 Employment Commitment and the Annual Wage Commitment on an
annual basis, then the Phase 2 Employment Percentage for each Phase 2 Abatement
hereunder will be ten percent (10%).
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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6.4. Abatement Can
6.4.1 Abatement Limitations.
a. Phase 1. The amount of real property taxes to be abated in a given
year for the Phase 1 Land will not exceed one hundred fifty
percent (150%) of the amount of the minimum Phase 1 Real
Property Improvement Commitment and the Phase 1 Personal
Property Improvement Commitments multiplied by the City's tax
rate in effect for that same year. As a formula, this would be
expressed as $220,000,000 (minimum Phase 1 Real Property
Improvement and Phase 1 Personal Property Improvement
Commitments) x 1.5 x City's Tax Rate (then in effect).
b. Phase 2. The amount of real property taxes to be abated in a given
year for the Phase 2 Land will not exceed one hundred fifty
percent (150%) of the amount of the minimum Phase 2 Real
Property Improvement Commitment and the Phase 2 Personal
Property Improvement Commitments multiplied by the City's tax
rate in effect for that same year. As a formula, this would be
expressed as $232,000,000 (minimum Phase 2 Real Property
Improvement and Phase 2 Personal Property Improvement
Commitments) x 1.5 x City's Tax Rate (then in effect).
7. DEFAULT. TERMINATION AND FAILURE TO MEET VARIOUS DEADLINES
AND COMMITMENTS.
7.1. Failure to Meet the Real Property Improvement and Personal Property
Commitments.
7.1.1. Notwithstanding anything to the contrary herein, if DrinkPak and Carter
and Crow (as applicable) do not meet both the Phase 1 and Phase 2 Real Property
Improvement Commitments and DrinkPak does not meet the Phase 1 and Phase 2
Personal Property Improvement Commitment, an Event of Default will occur, and
the City will have the right to terminate this Agreement, effective immediately, by
providing written notice to DrinkPak, Crow, and Carter without further obligation
to DrinkPak, Crow, or Carter hereunder.
7.1.2. If DrinkPak meets the Phase 1 Real Property Improvement Commitment
and the Phase 1 Personal Property Commitment, but fails to meet the Phase 2 Real
Property Improvement Commitment and the Phase 2 Personal Property
Commitment, such an event will not constitute an Event of Default hereunder or
provide the City with the right to terminate the Agreement, but, rather, DrinkPak
will only be entitled to receive the Phase 1 Abatement. DrinkPak will not be
entitled to receive any of the Phase 2 Abatement and will forgo the Phase 2
Abatement in its entirety.
7.1.3. If DrinkPak meets the Phase 2 Real Property Improvement Commitment
and the Phase 2 Personal Property Commitment, but fails to meet the Phase 1 Real
Property Improvement Commitment and the Phase 1 Personal Property
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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Commitment, such an event will not constitute an Event of Default hereunder or
provide the City with the right to terminate the Agreement, but, rather, DrinkPak
will only be entitled to receive the Phase 2 Abatement. DrinkPak will not be
entitled to receive any of the Phase 1 Abatement and will forgo the Phase 1
Abatement in its entirety.
7.2 Failure to Meet BEF Construction Commitment.
If DrinkPak does not meet the BEF Construction Commitment for either the Phase
1 or Phase 2 Real Property Improvements, such event will not constitute an Event of
Default hereunder or provide the City with the right to terminate this Agreement, but,
rather, will only cause the percentage or amount of Combine Abatement, Phase 1
Abatement, or Phase 2 Abatement, as applicable, available pursuant to this Agreement to
be reduced in accordance with this Agreement.
7.3 Forfeiture for Failure to Meet EMDlovment or Annual Wale Commitments.
Notwithstanding anything to the contrary herein, if DrinkPak fails to meet the
Annual Wage Commitmen, Phase 1 Employment Commitment, or Phase 2 Employment
Commitment in any year of the applicable Compliance Auditing Term, an Event of Default
will not occur, but DrinkPak, Carter, and Crow (as applicable) will forfeit the entire
Combined Abatement, Phase 1 Abatement, or Phase 2 Abatement, as applicable, to which
they would otherwise have been entitled in the following year. This will not affect
DrinkPak's, Carter's, or Crow's ability to receive an abatement in any subsequent year of
the Agreement if DrinkPak is in full compliance with the Annual Wage Commitment,
Phase 1 Employment Commitment, and Phase 2 Employment Commitment for the year at
issue.
7.4. Knowine Emplovment of Undocumented Workers.
DrinkPak 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.
DrinkPak hereby certifies that DrinkPak, and any branches, divisions, or departments
of DrinkPak, 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
DrinkPak, or any branch, division, or department of DrinkPak, is convicted of a violation
tinder 8 U.S.C. Section 1324a(9 (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
will terminate contemporaneously upon such conviction (subject to any
appellate rights that may lawfully be available to and exercised by DrinkPak)
and DrinkPak must repay, within one hundred twenty (120) calendar days
following receipt of written demand from the City, the aggregate amount of
Abatement received by DrinkPak hereunder, if any, phis Simple Interest at a rate
of two percent (2016) 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
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
15 of 38
• 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
DrinkPak, DrinkPak must repay, within one hundred twenty (120) calendar days
following receipt of written demand from the City, the aggregate amount of
Abatement received by DrinkPak 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, "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 7.6 does not apply to convictions of any subsidiary or affiliate entity of
DrinkPak, by any franchisees of DrinkPak, or by a person or entity with whom DrinkPak
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 DrinkPak and that, accordingly, this Section 7.4 does
not apply to either Carter or Crow. This Section will survive the expiration or termination
of this Agreement.
7.5. Foreclosure on Land or Required Imorovements.
Subject to Section 10, the City will have the right to terminate this Agreement
immediately upon provision of written notice to DrinkPak, Carter, and Crow (as
applicable) of any of the following events on the Phase 1 Land, Phase 2 Land, Phase 1 Real
Property Improvements, or Phase 2 Real Property Improvements: (i) conveyance pursuant
to an action to foreclose or otherwise enforce a lien, mortgage or deed of trust; (ii) the
involuntary conveyance to a third party; (iii) execution of any assignment or deed in lieu
of foreclosure; or (iv) appointment of a trustee or receiver and such appointment is not
terminated within one hundred twenty (120) calendar days after the appointment occurs.
7.6. Failure to Pav Taxes or Non -Compliance with Other Legal Requirements.
An Event of Default will occur if any ad valorem taxes owed to the City by
DrinkPak becomes delinquent and DrinkPak does not timely and properly follow the legal
procedures for protest or contest of any such ad valorem taxes, or DrinkPak is in violation
of any material Legal Requirement due to any act or omission connected with DrinkPak's
operations on the Phase 1 Land or Phase 2 Land; provided, however, that an Event of
Default will not exist under this provision unless DrinkPak fails to cure the applicable
failure or violation within thirty (30) calendar days (or such additional time as may be
reasonably required) after DrinkPak receives written notice of such failure or violation.
7.7. General Breach.
In addition to Sections 7.1 and subject to Section 7.4, an Event of Default under
this Agreement will occur if either party breaches any term or condition of this Agreement,
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR IIUCrow Building C, LP
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in which case the non -defaulting party must provide the defaulting party with written notice
specifying the nature of the Default. Subject to Section 7.1, in the event that 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 (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 will have the right to terminate this Agreement, effective immediately, by providing
written notice to the defaulting party.
7.8. Statutory Damages.
7.8.1 DrinkPak acknowledges and agrees that termination of this Agreement
due to an Event of Default by DrinkPak 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 DrinkPak agrees that the exact
amounts of actual damages sustained by the City therefrom will be difficult or
impossible to ascertain.
7.8.2 Therefore, upon termination of this Agreement for any Event of Default,
and as authorized by Section 312.205(b)(6) of the Code, DrinkPak must pay the
City, as damages authorized by the Code, an amount equal to 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.
7.8.3 The City and DrinkPak agree that the above -stated 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 is intended to provide the City with
compensation for actual damages, as authorized by the Code, and is not a penalty.
7.8.4 The above -stated amount may be recovered by the City through
adjustments made to DrinkPak'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 will be due, owing, and paid to
the City within sixty (60) calendar days following the effective date of termination
of this Agreement.
7.8.5 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, DrinkPak will 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).
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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8. INDEMNIFICATION.
DRINKPAK, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY
AND HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS SERVANTS,
REPRESENTATIVES, AND EMPLOYEES, HARMLESSAGAINSTANYANDALL 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 DRINKPAK'S BUSINESS AND ANYRESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT
OF OR BE OCCASIONED BY (i) DRINKPAK'S, CROWS, OR CARTER'S BREACH OF ANY
OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT
OR OMISSION OR INTENTIONAL MISCONDUCT OF DRINKPAK, CARTER, OR CROW
AND THEIR OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS
(OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PHASE I REAL
PROPERTY IMPROVEMENTS, PHASE 2 REAL PROPERTY IMPROVEMENTS, PHASE I
NEW TAXABLE TANGIBLE PERSONAL PROPERTY, AND PHASE 2 NEW TAXABLE
TANGIBLE PERSONAL PROPERTY; THE PHASE I LAND, PHASE 2 LAND AND ANY
OPERATIONS AND ACTIVITIES THEREON; OR THE PERFORMANCE OR NON-
PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION WILL SURVIVE
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
9. NOTICES.
All written notices called for or required by this Agreement must 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
200 Texas Street
Fort Worth, Texas 76102
With copies to:
DrinkPak:
DrinkPak
Attn: Jer Monson
General Counsel
21375 Needham Ranch Parkway
Santa Clarita, CA 91321
City Attorney at the same address and the Crow:
Director at:
PRIII/Crow Building C, LP
City of Fort Worth c/o PGIM Real Estate
Attn: Director 655 Broad Street, 14" Floor
Economic Development Newark, New Jersey 07102
1150 South Freeway Attn: Daniel Kane
Fort Worth, Texas 76104
With copies to:
Trammell Crow
Attn: Jake Marks
2100 McKinney Avenue
Suite 800
Dallas, Texas 75201
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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Carter:
Carter Park East Land, L.L.C.
Attn: Michael Balcom
3819 Maple Avenue
Dallas, Texas 75219
Email: mbalcom(i�crowholdinas.com
Carter Park East Land, L.L.C.
Attn: DFW Asset Manager
1717 McKinney Ave Suite 1900
Dallas, Texas 75202
Email: jack.stamets(c�clariont)artners.com
10. EFFECT OF SALE OF LAND OR REOUIRED IMPROVEMENTS:
ASSIGNMENT AND SUCCESSORS.
10.1. Carter or Crow may assign this Agreement without the consent of the City Council,
provided that Carter or Crow, as applicable, gives written notice to the City of the name
and contact information for Carter's or Crow's assignee or successor in interest. Any
lawful assignee or successor in interest of Carter or Crow of its rights under this Agreement
will be deemed "Carter" or "Crow", as applicable, for all purposes under this Agreement,
and any such lawful assignee or successor will assume, and without further action by any
party, Carter or Crow, as applicable, will be released from, all future liability and
responsibility, if any, of "Carter" or "Crow" under this Agreement that accrues from and
after the effective date of such assignment.
10.2 DrinkPak may assign this Agreement, and all or any of the benefits provided
hereunder, without the consent of the City Council to (a) an Affiliate that leases, owns or
takes title to the Phase 1 Land or Phase 2 Land and owns or leases any Phase 1 or Phase 2
New Taxable Tangible Personal Property or (b) a successor to DrinkPak by merger or
consolidation only if (1) prior to or contemporaneously with the effectiveness of such
assignment, DrinkPak provides the City with written notice of such assignment, which
notice must include the name of the Affiliate and a contact name, address and telephone
number for the Affiliate, and (ii) the Affiliate agrees in writing to assume all terms and
conditions of DrinkPak under this Agreement.
10.3. Otherwise, DrinkPak 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 will not be unreasonably withheld, conditioned on (1)
the proposed assignee or successor agrees and proceeds to lease or take title to the Phase 1
or Phase 2 Land and any Phase 1 or Phase 2 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 DrinkPak
under this Agreement. Any attempted assignment without the City Council's prior consent
constitutes an Event of Default under this Agreement. Any lawful assignee or successor
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR IIUCrow Building C, LP
19 of 38
in interest of DrinkPak of all rights under this Agreement will be deemed "DrinkPak" for
all purposes under this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
This Agreement is subject to all applicable Legal Requirements.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
13. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired.
14. 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 will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
15. VENUE AND CHOICE OF LAW.
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 will 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 will be construed in accordance with the laws of the State of Texas.
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City,
DrinkPak, Carter, and Crow and any lawful assignee or successor of DrinkPak, Carter, or Crow,
and are not intended to create any rights, contractual or otherwise, to any other persons or entities.
17. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, government action or
inaction, orders of the government, epidemics, pandemics, civil commotion, acts of God, strike,
inclement weather, shortages or unavailability of labor or materials, unreasonable delays by the
City (based on the then -current workload of the City department(s) responsible for undertaking the
activity in question) in issuing any permits, consents, or certificates of occupancy or conducting
any inspections of or with respect to the Land, Real Property Improvements, Personal Property
Improvements, or other circumstances that are reasonably beyond the control of the party obligated
or permitted under the terms of this Agreement to do or perform the same, regardless of whether
any such circumstance is similar to any of those enumerated or not, the party so obligated or
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
20 of38
permitted will be excused from doing or performing the same during such period of delay, so that
the time period applicable to such design or construction requirement and the Completion Deadline
will be extended for a period of time equal to the period such party was delayed. Notwithstanding
anything to the contrary herein, it is specifically understood and agreed that any failure to obtain
adequate financing necessary to meet the Real Property Improvement Commitment or the Personal
Property Improvement Commitment will not be deemed to be an event of force majeure and will
not operate to extend the Completion Deadline in such an event.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement will 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 Applications, the body of this Agreement will control.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and will
not be deemed a part of this Agreement.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will be
considered an original, but all of which will constitute one instrument.
21. BONDHOLDER RIGHTS.
The Real Property Improvements will not be financed by tax increment bonds. This
Agreement is subject to the rights of holders of outstanding bonds of the City.
22. 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.
23. NO LIABLITY TO CARTER OR CROW
Carter and Crow are consenting to the provisions of this Agreement as an accommodation
to, and at the request of, DrinkPak. Accordingly, notwithstanding anything to the contrary
contained herein, in no event will Carter or Crow be responsible for any damages, clawbacks, fees,
penalties, interest, or increase in ad valorem taxes as a result of any default under this Agreement.
24. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
25. ENTIRETY OF AGREEMENT.
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
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This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
25. . ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement as between (i) the City, and
(ii) Carter, Crow, and DrinkPak (together with any lawful assign and successor of Carter or
DrinkPak), as to the matters contained herein. Any prior or contemporaneous oral or written
agreement between (i) the City (on one hand), and (ii) DrinkPak, Carter, and Crow (on the other
hand), is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
26. CONTRACTING PROCESS.
26.1 The parties to this Agreement recognize that this is a three party agreement that
involves two phases of development with two separate real property owners. Therefore,
portions of this Agreement are only applicable to either Crow or Carter as the real property
owners. In order to create efficiencies in the contracting process and facilitate the
negotiation and execution of future amendments, assignments, or addenda related to this
Agreement, the parties agree as follows:
26.1.1. City, DrinkPak, and Crow may collectively and together amend, addend,
or assign this Agreement without the express written approval of Carter if such
does not affect any rights or obligations of Carter under this Agreement. DrinkPak
must provide notice of the same to Carter prior to execution and provide a copy of
any executed documents to Carter within thirty (30) days after full execution.
26.1.1. City, DrinkPak, and Carter may collectively and together amend, addend,
or assign this Agreement without the express written approval of Crow if such does
not affect any rights or obligations of Crow under this Agreement. DrinkPak must
provide notice of the same to Crow prior to execution and a copy of any executed
documents to Crow within thirty (30) days after full execution.
26.2 Except as otherwise set forth in this Agreement, no amendment will be binding on
the City, unless executed in writing by all parties and approved in accordance with all Legal
Requirements. Notwithstanding the foregoing, as between Carter and DrinkPak and Crow
and DrinkPak, this Agreement will not affect the Carter Lease or Crow Lease or any other
agreement between or binding on Carter and DrinkPak and Crow and DrinkPak.
CITY:
EXECUTED as of the last date indicated below:
DRINKPAK, LLC
A Delaware limited liability company
By; By:
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR IIVCrow Building C, LP
22 of 32
William Johnson Name:
Assistant City Manager Title:
Date: Nov 3,2023 Date: t0/16,/aco3
CARTER PARK EAST LAND, LLC
A Delaware limited liability company
By: �° ,
Name: -Y--
Title: V L- F e.s --4 -
Date: It / 3 / La -L f,
PR IIUCROW BUILDING C, LP
A Delaware limited partnership
SEE SEPARATE COUNTERPART
SIGNATURE PAGE
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name: Robert Sturns
Title: Director, Economic Development
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Tax Abatement Agreement between
City of Fort worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
23 of 32
Approved as to Form and Legality
By: � u/.&"
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&C:
Form 1295:
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Name:
Title:
City Secretary
By:
Name:
Jannette Goodall
Title:
City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Tax Abatement Agreement between
City of Fort Worth, DiinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
24 of 32
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared William
Johnson, 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
, 2023.
Notary Public in and for
the State of Texas
Notary's Printed Name
DRINKPAK, LLC
a Delaware limited liability company:
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
of DrinkPak, a Delaware 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 DrinkPak, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of , 2023.
Notary Public in and for
the State of S E E
Notary's Printed Name ATTACHED
Tax Abatement Agreement between
City of Fort Worth, DiinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
25 of 32
CARTER PARK EAST LAND, LLC
a Delaware limited liability company:
4q % Gt%ae (G"t lwua�s���' L- L-L. •t1 �r�wwa�.w� wr��..A�4!
STATE OF 7exo.S §
COUNTY OF O Q.146
BEFORE ME, the undersigned authority, on this day personally appeared
M.&I&W E. I of Carter Park East Land, LLC, a Delaware
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 Carter
Park East Land, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3 TA day
ofNpvtmb-X , 2023.
Notary Public in and for WWI ANDREA BLAIR
+ Notary Public, State of Texas
the State of TEA k� Notary ID 13208937-2
t or
Av�drea P�tac r My Commission Exp. 07-17-2027
Notary's Printed Name
PR III/CROW BUILDING C, LP
a Delaware limited partnership:
STATE OF §
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
of PR III/Crow Building C, LP, a Delaware
limited partnership, 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 PR III/Crow Building
C, LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of , 2023.
Notary Public in and for
the State of
Tax Abatement Agreement between
City of Foil Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
26 of 32
CARTER PARK EAST LAND, LLC
a Delaware limited liability company:
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
of Carter Park East Land, LLC, a Delaware
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 Carter
Park East Land, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of 2023.
Notary Public in and for
the State of
Notary's Printed Name
PR III/CROW BUILDING C, LP
a Delaware limited partnership:
STATE OF
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
of PR IIUCrow Building C, LP, a Delaware
limited partnership, 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 PR IIUCrow Building
C, LP.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of 12023.
Notary Public in and for
the State of
Tax Abatement Agreement between
City of Fort Worth, DiinkPak, LLC, Carter Park East Land, LLC, and PR IIUCrow Building C, LP
26 of32
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Los Anqeles
On October /6 , 2023 before me, Shawn Rader, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared %iu /lUJ SC/71z)C-C�Urr'
/ / l Name(s) of Signer(s) /
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
*my
SHAWN RADER
Notary Public • Caiiiornia
Los Angeles CountyCommission; 2397701
Comm. Expires Apr 14. 2026
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
A
Signature
OPTIONAL
Signature of Notary Public
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document _ I
Title or Type of Document: /C'iX A-2,11 --or60 iee/r1C-Y7
Document Date: October(�, , 2023 Number of Pages:
Signer(s) Other Than Named Above: /
Capacity(ies) Claimed by 5igner(s)
Signer's Name: l4)1/0 SChoc- e4- Signer's Name:
13 Corporate Officer—�Title(s): Of C-4ertin I I ( ,ifs ❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General
M Individual 1i Attorney in Fact ❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
02019 National Notary Association
PR III/CROW BUILDING C, LP, a Delaware limited partnership
By: PR III/ CROW Building C GP, LLC, its general partner
By: PR III/Crow Building C, E, F, G & L Holdings, LLC, a Delaware limited liability
company, its sole member and manager
By: PR III Building C, E, F, G & L Investor LLC, a Delaware limited liability company, its
managing member
By: PRISA III Investments, LLC, a Delaware limited liability company, its sole member and
manager
By: PRISA III REIT Operating LP, a Delaware limited partnership, its sole member
By: PRISA III OP GP, LLC, a Delaware limited liability company, its general partner
By: PRISA III Fund LP, a Delaware limited partnership, its manager
By: PRISA III Fund GP, LLC, a Delaware limited liability company, its general partner
By: PRISA III Fund PIM, LLC, a Delaware limited liability company, its sole member
By: Jersey corporation, its sole member
By: I
Name: aniel Kane
Title: Vice President
STATE OF
COUNTY OF C 001r -
COMPANY'S ACKNOWLEDGMENT
BEFORE ME, the undersigned, 1 ao -et r U nz , on behalf of Company known to me to
be Q I (_Q V r 0 W-t- R C for Company, and to be the person who signed and executed the
foregoing instrument, and acknowledged to me that this instrument was executed for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this ll- day of
OCiti1��6� , 2023.
MEGHAN LOONEY b�� W a y
Official Seal Ndtary Pub11 ; t �e of 2 f I R01 i
Notary Public - State of Illinois
My Commission Expires Feb 16, 2025 My commissioi expires: i-eti -
CROW SIGNATURE PAGE to Tax Abatement Agreement between the City Of Fort Worth, Texas,
Drinkpak, Llc, Carter Park East Land, LLC, PR III/Crow Building C, LP
122659942.1
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE PHASE 1 LAND
FORT WORTH Tax Abatement Reinvestment Zone No. 107
25001 Eagle Parkway Fort Worth TX 76177
"Exhibit A"
prepared for or be suitable for legal engineering or surveying purposes. It does not represent an on -the -ground survey and represents only the appropriate relative
location of property boundaries. The City of Furl Worth assumes no responsibility for the accuracy of said data.
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
26 of 38
BOUNDARY DESCRIPTION
BEING a tract of land situated in the J. Daniels Survey, Abstract Number 349, James
Eads Survey, Abstract Number 410, A. McDonald Survey, Abstract Number 786, B.
Matthews Survey, Abstract Number 860, and Peter K. Matthews Survey, Abstract
Number 865, City of Fort Worth, Denton County, Texas, and being a part of that called
202.7 acre tract of land described as "Tract 1" in Special Warranty Deed to PR
III/CROW BUILDING C, LP, as recorded in Document Number 55509 (2022) of the
Official Records of Denton County, Texas (O.R.D.C.T.), and being part of that called
34.42 acre tract of land described as "Tract 1B" in Special Warranty Deed to PR
III/CROW 3001 EAGLE PARKWAY LAND, LP, as recorded in Document Number
2018-147576, O.R.D.C.T., and being all of that called 3.861 acre tract of land described
in Special Warranty Deed to PR III/CROW BUILDING C, LP, as recorded in Document
Number 169375 (2023) O.R.D.C.T., and being part of Lot 1, Block 1 of Trammell Crow
35 Eagle Addition, Lot 1, Lot 2, Lot 3R and Lot 4R, Block 1, an addition to The City of
Fort Worth, Denton County, Texas, as recorded in Document No. 2022-390, O.R.D.C.T.,
and being more particularly described as follows;
BEGINNING a found "X" cut for corner for the common corner between the easterly
southwest corner said Lot 4R and the most easterly southeast corner of said Lot 1;
THENCE South 69 degrees 53 minutes 26 seconds West, passing at a distance of 66.37
feet a found Mag Nail for the common corner between said Lot 4R and said Lot 3R,
along the common line between said Lot 3R and said Lot 1, in all, a distance of 188.99
feet to a found Mag Nail for corner for the point of curvature of a tangent circular curve
to the left, having a radius of 118.00 feet, whose chord bears South 52 degrees 37
minutes 52 seconds West, a distance of 70.02 feet;
THENCE Southwesterly, along said common line of said Lot 3R and Lot 1, with said
curve, through a central angle of 34 degrees 31 minutes 09 seconds, an arc length of
71.09 feet to a found Mag Nail for corner;
THENCE South 35 degrees 22 minutes 17 seconds West, continuing along said common
line, a distance of 59.95 feet to a found "X" cut for the northeast corner of that called
3.396 acre Water Facility Maintenance Agreement (WFMA) as recorded in Document
No. 130150 (2022) O.R.D.C.T., same 3.396 acre tract being described in Special
Warranty Deed to Hart 35 Eagle LLC, as recorded in Document No. 169374 92023)
O.R.D.C.T.;
THENCE North 54 degrees 37 minutes 43 seconds West, departing said common line
and along the common line between said Lot 1 and said 3.396 acre tract, a distance of
115.26 feet to a 1/2-inch found iron rod with yellow plastic cap stamped "HALFF"
(hereinafter referred to as "with cap") for the point of curvature of a tangent circular
curve to the left, having a radius of 80.00 feet, whose chord bears North 72 degrees 19
minutes 00 seconds West, a distance of 48.61 feet;
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
27 of 38
THENCE Northwesterly, continuing along said common line, with said curve, through a
central angle of 35 degrees 22 minutes 33 seconds, an are length of 49.39 feet to a 1/2-
inch found iron rod with cap for corner;
THENCE South 89 degrees 59 minutes 44 seconds West, continuing along said common
line, passing at a distance of 536.99 feet a 1/2-inch found iron rod with cap for the
northwest corner of said 3.396 acre tract, continuing along the south line of said Tract 1,
in all, a total distance of 676.98 feet for the point of curvature of a non -tangent circular
curve to the right, having a radius of 194.50 feet, whose chord bears South 69 degrees 25
minutes 49 seconds West, a distance of 136.65 feet;
THENCE Southwesterly, departing said common line and along said curve, through a
central angle of 41 degrees 07 minutes 50 seconds, an arc length of 139.62 feet to a point
for corner;
THENCE South 89 degrees 59 minutes 44 seconds West, a distance of 28.14 feet for the
point of a circular curve to the left, having a radius of 242.00 feet, whose chord bears
South 62 degrees 52 minutes 16 seconds West, a distance of 220.67 feet;
THENCE Southwesterly, along the arc of said circular curve through a central angle of
54 degrees 14 minutes 56 seconds, an arc length of 229.13 feet to a point for comer;
THENCE South 35 degrees 44 minutes 47 seconds West, a distance of 133.88 feet to a
point for corner being on the northeast right-of-way line of said Eagle Parkway;
THENCE North 54 degrees 14 minutes 59 seconds West, along said northeast right-of-
way line, a distance of 100.00 feet to a point for corner;
THENCE North 35 degrees 44 minutes 47 seconds East, a distance of 133.87 feet for the
point of curvature of a circular curve to the right, having a radius of 342.00 feet, whose
chord bears North 62 degrees 52 minutes 16 seconds East, a distance of 311.85 feet;
THENCE Northeasterly, along the arc of said circular curve through a central angle of 54
degrees 14 minutes 56 seconds, an arc length of 323.81 feet to a point for corner;
THENCE North 00 degrees 00 minutes 16 seconds West, a distance of 5.00 feet to a 1/2-
inch found iron rod with cap for corner being on the westerly line of said Tract 1;
THENCE North 89 degrees 59 minutes 44 seconds East, along said westerly line, a
distance of 28.14 feet to a 1/2-inch found iron rod with cap for the point of curvature of a
circular curve to the left, having a radius of 89.50 feet, whose chord bears North 44
degrees 59 minutes 44 seconds East, a distance of 126.57 feet;
THENCE Northeasterly, continuing along said westerly line and along said circular curve
to the left, through a central angle of 90 degrees 00 minutes 00 seconds, an arc length of
140.59 feet to a 1/2-inch found iron rod with cap for corner;
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
28 of 38
THENCE North 00 degrees 00 minutes 16 seconds West, continuing along said westerly
line, a distance of 269.78 feet to a point for corner:
THENCE North 89 degrees 59 minutes 44 seconds East, a distance of 54.00 feet to a
point for corner;
THENCE North 00 degrees 06 minutes 13 seconds West, a distance of 1,951.49 feet to a
point for corner;
THENCE North 89 degrees 59 minutes 44 seconds East, a distance'of 1,131.03 feet to a
point for corner;
THENCE South 00 degrees 35 minutes 08 seconds East, a distance of 464.84 feet to a
point for corner;
THENCE South 89 degrees 37 minutes 46 seconds West, a distance of 63.00 feet to a
1/2-inch found iron rod with cap for corner;
THENCE South 00 degrees 00 minutes 36 seconds East, a distance of 1,827.70 feet to the
POINT OF BEGINNING Containing 2,640,761 square feet or 60.62 acres of land, more
or les
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
29 of 38
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE PHASE 2 LAND
Tax Abatement Reinvestment Zone No. 108
7500-7601 Oak Grove Fort Worth TX 76140
"Exhibit N'
Copyright 2023 City of Fort Worth. Unauthorized reproduction is a violation of applicable laws. This product is for info rmalionaI 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 appropriate relative
location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data.
BOUNDARY DESCRIPTION
BEING a 68.8898 acre (3,000,839 square foot) tract of land situated in Tracts 4 & 11,
Shelby County School Land Survey, Abstract No. 1375, City of Fort Worth, Tarrant
County, Texas; said tract being all of Lot 14, Block A, Carter Park East, an addition to the
City of Fort Worth according to the plat recorded in Instrument No. D221350807 of the
Official Public Records of Tarrant County, Texas.
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
3ll of 38
EXHIBIT B
APPLICATION
FORT WORTH,
Economic Development Incentive Application
Date 5118/2022
Project name DrinkPAK TX-2
Applicant Information Consultant Information
Company DrinkPAK, LLC Company
Contact Name Brian Aster Contact Name
Title Chief Financial Officer Title
Address 21375 Needham Ranch Pkwy Address
City, State ZIP Santa Clarita. CA 91321 City, State ZIP
Phone 760-845-8658 Phone
Email brian.aster@drink-pak.com Email
Project Description
DrinkPAK is considering expansion to Fort Worth to provide contract manufacturing services for premium alcoholic and non-
alcoholic beverages to new and existing customers. The expansion will include investment in two distinct facilities with an
aggregate footprint of 2.5mm square feet, and identified as DrinkPAK TX-2 and DrinkPAK TX-3. The Company invests in the most
sophisticated beverage manufacturing equipment and processes and provides procurement support, complex batching and
processing, filling, packaging, and warehousing services to its customers.
Project Impact:
DrinkPAK's development of two best in class manufacturing facility in Fort Worth will provide high paying and technical jobs to the
local community and will act as a catalyst for further development within the surrounding area. DrinkPAK's operations will provide
additional opportunities for local business partnerships.
Financial Gap, Project Impediment, or Multi -region Competition:
DrinkPAK will be making a significant investment to source the most sophisticated beverage manufacturing equipment in the world.
Local lax abatement incentives will be critical to the Company's ability to source this equipment and is a critical decision point for
the Company. The Company is actively pursuing location opportunities in the Dallas metroplex as well as PA, GA, and IN.
Business Expansion or Relocation
Continue to next section if not applicable
Form of Business LLC If other, describe
Publicly Traded No Ticker Symbol
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
31 of 38
Years in Operation 2 Parent Company
Industry
Expansion or Relocation
Beverage Manufacturing
Expansion
NAICS
Current Location:
If Investment Fund (Including PE, VC, Family Office, Institutional, Infrastructure Fund, etc.):
Assets Under Mgmt. Portfolio Size (Cos.)
312111
Santa Clarita, CA
Describe the Company's Principal Business:
The Company is a contract manufacturer or premium alcoholic and non-alcoholic beverages that provides comprehensive
operational services including procurement support, complex balching and processing, filling, packaging, and on -site storage
Describe the Company's International Presence, if any:
N/A
Describe the Company's Corporate Citizenship Practices:
DrinkPAK is an avid supporter of local charities within the Santa Clarita area to include The Boys & Girls Club, Henry Mayo Newhall
Hospital, as well as the Santa Clarita Valley Economic Development Corporation. The Company actively engages with local
universities and trade schools to recruit and provide internship and other opportunities to individuals who may be interested in a
career in the manufacturing space.
Real Estate Development
Continue to next section if not applicable
Describe the Development Team:
[Describe the Developer's experience and background. Please include similar projects that you have constructed including the
project type and location. Attach additional sheets as necessary]
Project Partners:
[Architect, Engineer. General Contractor, Key Consultants. Lender, etc.]
Site Plan, Illustrations, and Other Documents
Attach: 1) Site Plan, 2) Illustrations or Renderings, 3) Environmental Documents, 4) Survey. 5) Legal Description
Project Financial Statements:
Attach documents outlining project Sources & Uses, Capital Stack, and Pro Forma. if available.
If Hotel Project:
Total Number of Keys Total SF Meeting Space
Project Site Details
Project Site Address Still in site selection Project Site Acreage
Page 2 of 4
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
32 of 38
Existing or New
New Construction
Historic Designation(s)
Current Land Valuation
Improvements Valuation
Project Type
[Select]
If Other, Describe:
Est. Start Date
Est. Completion Date
Project Type
[Select]
If Other, Describe:
Anticipated Ownership
[Select]
Term of Lease (Years)
Current Zoning
Requested Zoning
Variances Required
[Select]
Describe Variances:
Capital Improvement & Investment Details
Total Construction Costs See information previously provided Hard Construction Costs
New Personal Property Historic Tax Credits
Annual R&D Expenses Annual Patents
Value of Inventory Value of Supplies
Est. Value of Imports Est. Value of Exports
Employment and Job Creation
Current Employment 400
New Employees (FTEs) 550
[Select]
Avg. Wage (of Current) $84.000
Avg. Wage (of New) $70.000
Description of Existing Positions and New Positions to be Added and Hiring Schedule:
Please utilize the "Employment Info" lab to outline the number and average annual salaries of existing, as well as new employees,
by job category (executive, professional, etc.), as well as hiring schedule for new positions (i.e. how many new employees at
Project Completion, Year 1, Year 3, and so forth.)
Other Incentive Requests
Do you intend to pursue abatement of County taxes? Yes
Do you intend to pursue State Economic Development incentives? Yes
Description of Other Incentives:
Page 3 of 4
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
33 of 38
(Describe State or County incentives pursued]
Confidentiality & Disclosures
State Law and City of Fort Worth practices and procedures guard the confidentiality of information and materials submitted in
application or negotiation for economic development incentives (Section 552.131: Confidentiality of Certain Economic Development
Negotiation Information). Unless otherwise permitted by or coordinated with the applicant, all information will be kept in strict
confidence except where required under applicable state or federal law. City staff will coordinate with the applicant on information
disclosures as necessary to the incentive review and approval process.
Disclosure of Financial Interest
[(s 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.)
Form 1295 Certificate of Interested Parties
Slate law (Chapter 2264, Texas Government Code) requires that all parties entering into an incentive agreement with the City of
Fort Worth must complete and submit a Form 1295 Certificate of Interested Parties. Certain exceptions apply. City of Fort Worth
Economic Development staff must receive a completed copy of the Form 1295 (which may be delivered by email as a PDF) or an
explanation of why Company is excepted from this requirement (to be confirmed by the City Attorney's Office before any proposal
for incentives may be presented to the City Council. The Form 1295 can be completed electronically at:
http://www.ethics.state.tx.us/whatsnew/elf_info—form 1 295.htm
Application Fee
The company is responsible for paying S5,000 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 Economic Development Department. Upon approval by City Council,
the balance of S3.000 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.
Certification
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.
Signature
Brian Aster
Printed Name
5/18/2023
Date
Chief Financial Officer
Title
Page 4 of 4
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
3.3 of38
FORT WORTH..
Economic Development Incentive Application
Date 5/18/2022
Project name DrinkPAK TX-3
Applicant Information Consultant Information
Company DrinkPAK, LLC Company
Contact Name Brian Aster Contact Name
Title Chief Financial Officer Title
Address 21375 Needham Ranch Pkwy Address
City, Stale ZIP Santa Clarita, CA 91321 City, State ZIP
Phone 760.845-8658 Phone
Email brian.aster@drink-pak.com Email
Project Description
DrinkPAK is considering expansion to Fort Worth to provide contract manufacturing services for premium alcoholic and non-
alcoholic beverages to new and existing customers. The expansion will include investment in two distinct facilities with an
aggregate footprint of 2.5mm square feel, and identified as DrinkPAK TX-2 and DrinkPAK TX-3. The Company invests in the most
sophisticated beverage manufacturing equipment and processes and provides procurement support, complex batching and
processing, filling, packaging, and warehousing services to its customers.
Project Impact:
DrinkPAK's development of two best in class manufacturing facility in Fort Worth will provide high paying and technical jobs to the
local community and will act as a catalyst for further development within the surrounding area. DrinkPAK's operations will provide
additional opportunities for local business partnerships.
Financial Gap, Project Impediment, or Multi -region Competition:
DrinkPAK will be making a significant investment to source the most sophisticated beverage manufacturing equipment in the world.
Local tax abatement incentives will be critical to the Company's ability to source this equipment and is a critical decision point for
the Company. The Company is actively pursuing location opportunities in the Dallas metroplex as well as PA. GA, and IN.
Business Expansion or Relocation
Continue to next section if not applicable
Form of Business LLC If other, describe
Publicly Traded NO Ticker Symbol
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
35 of 38
Years in Operation
Industry
Expansion or Relocation
Beverage Manufacturing
Expansion
Parent Company
NAICS
Current Location:
If Investment Fund (Including PE, VC, Family Office, Institutional, Infrastructure Fund, etc.):
Assets Under Mgmt.
Portfolio Size (Cos.)
312111
Santa Clarita, CA
Describe the Company's Principal Business:
The Company is a contract manufacturer of premium alcoholic and non-alcoholic beverages that provides comprehensive
operational services including procurement support, complex batching and processing, filling, packaging, and on -site storage
Describe the Company's International Presence, if any:
NIA
Describe the Company's Corporate Citizenship Practices:
DrinkPAK is an avid supporter of local charities within the Santa Clarita area to include The Boys & Girls Club. Henry Mayo Newhall
Hospital, as well as the Santa Clarita Valley Economic Development Corporation. The Company actively engages with local
universities and trade schools to recruit and provide internship and other opportunities to individuals who may be interested in a
career in the manufacturing space.
Real Estate Development
Continue to next section if not applicable
Describe the Development Team:
[Describe the Developer's experience and background. Please include similar projects that you have constructed including the
project type and location. Attach additional sheets as necessary]
Project Partners:
[Architect, Engineer. General Contractor, Key Consultants, Lender, etc.]
Site Plan, Illustrations, and Other Documents
Attach: 1) Site Plan. 2) Illustrations or Renderings, 3) Environmental Documents, 4) Survey, 5) Legal Description
Project Financial Statements:
Attach documents outlining project Sources & Uses, Capital Stack, and Pro Forma, if available.
If Hotel Project:
Total Number of Keys
Project Site Details
Project Site Address Still in site selection
Total SF Meeting Space
Project Site Acreage
Page 2 of 4
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
36 of 38
Existing or New
Nesv Construction
Historic Designation(s)
Current Land Valuation
Improvements Valuation
Project Type
[Selectl
If Other, Describe:
Est. Start Date
Est. Completion Date
Project Type
(Select]
If Other, Describe:
Anticipated Ownership
[Select]
Term of Lease (Years)
Current Zoning
Requested Zoning
Variances Required
[Selectl
Describe Variances:
Capital Improvement
& Investment Details
Total Construction Costs
See information previously provided
Hard Construction Costs
New Personal Property
Historic Tax Credits
Annual R&D Expenses
Annual Patents
Value of Inventory
Value of Supplies
Est. Value of Imports
Est. Value of Exports
Employment and Job Creation
Current Employment 400
New Employees (FTEs) 450
[Selectl
Avg. Wage (of Current) $K000
Avg. Wage (of New) S70.000
Description of Existing Positions and New Positions to be Added and Hiring Schedule:
Please utilize the "Employment Info' tab to outline the number and average annual salaries of existing, as well as new employees,
by job category (executive. professional, etc.), as well as hiring schedule for new positions (i.e. how many new employees at
Project Completion, Year 1, Year 3, and so forth.)
Other Incentive Requests
Do you intend to pursue abatement of County taxes?
Do you intend to pursue State Economic Development incentives?
Description of Other Incentives:
Page 3 of 4
Yes
Yes
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
37 of 38
[Describe State or County incentives pursued[
Confidentiality & Disclosures
State Law and City of Fort Worth practices and procedures guard the confidentiality of information and materials submitted in
application or negotiation for economic development incentives (Section 552.131: Confidentiality of Certain Economic Development
Negotiation Information). Unless otherwise permitted by or coordinated with the applicant, all information will be kept in strict
confidence except where required under applicable state or federal law. City staff will coordinate with the applicant on information
disclosures as necessary to the incentive review and approval process.
Disclosure of Financial Interest
[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.)
Form 1295 Certificate of Interested Parties
Stale law (Chapter 2264. Texas Government Code) requires that all parties entering into an incentive agreement with the City of
Fort Worth must complete and submit a Form 1295 Certificate of Interested Parties. Certain exceptions apply. City of Fort Worth
Economic Development staff must receive a completed copy of the Form 1295 (which may be delivered by email as a PDF) or an
explanation of why Company is excepted from this requirement (to be confirmed by the City Attorney's Office before any proposal
for incentives may be presented to the City Council. The Form 1295 can be completed electronically at:
http://www.ethics.state.lx.us/whatsnew/elf—info—form1295.htm
Application Fee
The company is responsible for paying 55,000 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 Economic Development Department. Upon approval by City Council,
the balance of S3.000 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.
Certification
On behalf of the applicant. I certify the information contained in this application, including all attachments to be true and correct.
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.
Signature
Brian Aster
Printed Name
5/18/2023
Date
Chief Financial Officer
Title
Page 4 of 4
Tax Abatement Agreement between
City of Fort Worth, DrinkPak, LLC, Carter Park East Land, LLC, and PR III/Crow Building C, LP
38 of 38