HomeMy WebLinkAboutContract 44728 J A
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COY 6WOM,
STATE OF TEXAS: § COMMU NO*
COUNTY OF T T
TAX ABATEMENT AGREEMENT
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and
between the CITY OF FORT WORTH, TEXAS: (the "City"), a home rule municipality
organized under the laws of the State of Terse, and N C RENEWARLES, LLC, a Texas
limited liability company ("Company").
RECITALS
A, On June 12, 2012, the City Council adopted Resolution No. 4096-06-2012,
stating that the City elects to be eligible to participate in tax abatement and setting :forth
uideline d eriter�ia Bove .n t u atement agreements entered into► between the City
and various parties, entitled `General Tax Abatement Policy" (the "Policy"), which is
incorporated herein by reference and hereby made a part of this Agreement for all
purposes.
B. The Po:liey contains appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the City as contemplated by Chapter 312 of the
Texas Tax Code, as amended (the "Code").
C. On July 10, 2012 the City Council adopted Ordinance No. 2! 2 ' - 7-2 12
(the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 82, City of Fort
Worth, Texas (the "Zone").
D. Company owns or is under contract to purchase approximately 18.609 acres
of real property at 5500 Alliance Gateway Freeway, which is located in the Zone and
more specifically described in Exhibit "A" (the "Land"), attached hereto and hereby
made a part of this Agreement for all purposes. Contingent upon receipt of the tic
abatement herein, Company intends to construct a. corporate headquarters and
manufacturing facility for wind energy components and to: install certain taxable business
personal property on the Land,d, d subsequently during the Ten-n of this Agreement to
install substantially more taxable business personal property on the Land, all as more
specifically set forth in this Agreement.
E. On May 8, 2012 Company submitted an application for tax abatement to
the City concerning Company's plans for development of the Land, including
construction of the Rewired 1mp�rovern �n (the �."Application
OFFI�CIAL
Page I
Tax Abatement Agreement bet
weer C TX C of Fort Worth are l NBC ene°+ ables LL
WORTH,
which Application i,s attached hereto as Exhibi't "B" and heret)y made a part of this
Agreement for all purposes.
F. 'Fhe contemplated use of the Land and the terms of this Agreement are
consistent with encouraging development of' the Zone and generating economic
development and increased employment opportunities in the City,, in accordance with the
purposes, for creation of the Zone, and are in compliance with the Policy, the Ordinance and
other applicable laws, ordin ances, rules and regulations.
G* "-fhe provisions of this Agreement, and the proposed use of the Land and
nature of -the propolsed Required Improvements, as defined herein, satisfy the eligibility
criteria for commercial/industrial tax abatement pursuant to Section 4.2 of the Policy.
H, Written notice that the City intends to enter into this Agreement, along with
a copy of this Agreement, has been furnished in the manner prescribed by the Code to the
presiding officers, of the governing bodies of each of the taxing units that have jurisdiction
over the Land.
NO THE REF01", 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
11 INCORPORATION OF RIECIT'ALS.
The City Council has found, and the City and Company hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement,
2* DEFINITIONS.
In addition to to defined in the body of this Agreement, the following terms
shall have the definitions, ascribed to them as follows:
Abatement means the abatement of a percentage (not to exceed eighty percent
(80%) in any year of the Abatement Term or, if Company fails to meet the Phase 11
Personal Property Commitment, not to exceed forty percent (40%,) in each remaining
year of the Abatement Tenn) of the City"s ad valorem real property taxes on any
improvements located on the Land (but not on the Land itself, which taxes shall not be
subject to Abatement hereunder) and of the City's ad valorem taxes on New Taxable
Tangible Personal Property, all calculated in accordance with this Agreement.
Page 2
Tax Abatement Agreement between
City of Fort Worth and NGC Renewables,LLC
Abatement Term means the to of ten (10) consecutive years, commencing on
January I of the first full calendar year following the year in which the Completion Date
occurred (provided, however, if the Completion Date occurs later than March 31 of the
year in which the Completion Date occurs, then the Abatement Term shall commence on
January I of the second full calendar year following the year in which the Completion
Date occurred) and expiring on December 31 of the tenth (10th), year thereafter, in which
Company will receive the Abatement in accordance with this Agreement.
'Affiliate means all entities, incorporated or otherwise,, under common control
with, controlled by or controlling Company. For purposes of this definition, "contro,l"'
means fifty percent(50%) or more of the ownership determined by either value or vote.
Application has the meaning ascribed to it in Recital E.
Central Ci means that area 'n the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG" eligible census
block groups-, (11) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous, by seventy-1 ve percent (75%) or more of their perimeter to CDBG-
eligible block groups, or enterprise zones, as well as any CDBG-eligible block in the
corporate limits of the City outside Loop 820, as more specifically depicted 'in the map of
Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes.
Central G*!K E,mploysent Commitment has the meaning ascribed to it in
Section 4.7.
Central G!y Empjoyment Percen has the meaning, ascribed to it in Section
6.1.6.
Central Ci*!y Resident means an individual whose primary residence is at a
location within the Central City.
Lertificate of Completion has the meaning ascribed to it in Section 5.
Code has the meaning ascribed to it in Recital B.
Completion Date means the date as of which all occupiable space within the
Required Improvements have received a temporary or permanent certificate of
occupancy.
Co m letion Deadline means June 30, 2014, subject to extension due to delays
directly attributable to Force Majeure Events.
Co+ Hance Auditing Term means the to of ten (10) consecutive years,
com-mencing on January 1 of the first full calendar year following the year in which the
Completion Date occurred and expiring on December 31 of the tenth (I Oth) year
thereafter, in which the City will verify and audit Company's compliance with the
Page 3
Tax Abatement Agreement between
City of Fort Worth and NGC .en ewables,,LLC
various commitments set forth in Section 4 that for the basis for calculation of the
amount,of each annual Abatement percentage hereunder.
Construction Costs means actual site development and construction costs,
including directly-related contractor fees, costs, of supplies and materials, engineering
fees, architectural and design fees, and pen-nit fees, and specifically excludes any
property acquisition costs.
Director means the director of the City's Housing and Economic Development
Department.
Effective Date has the meaning ascribed to it in Section 3.
Event of Default means a breach of this Agreement by a party, either by act or
if I I I
omission, as more speci.ically set forth *n Section 8 of this Agreement.
Force Ma ure Events means, causes, and events that are beyond Company's
reasonable, control, including, but not limited to, strikes, lockouts or labor shortages,
embargo, riot, warl ',revolution, terrorism, rebellion, fire, flood, natural
i
disaster, or nterrupti on of utilities and acts of'God; provided, however, that in no event
shall delays, caused by Company's failure to obtain adequate financing to complete the
Required Improvements in accordance with this Agreement by the Completion Deadline
be deemed to be a Force Majeure Event.
For�t Worth Certified M/WB,E Coffiga means a minority or woman-owned
business that has received certification as either a minority business enterprise (MBE), a
woman business enterprise (W BE) or a disadvantaged business enterprise (DBE) by the
North Central Texas Regional Certification Agency (NCTRCA) and that has a principal
business office located within the corporate limits of the City that performs, a
commercially useful function and that provides the services, for which Company is
seeking credit under this Agreement.
FortWorth Company means a business that has a principal office located within
the corporate limits of the City that performs, a commercially useful function and that
provides the services for which Company is seeking credit under this Agreement.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.3.
Fort Worth Construction Percents has the meaning ascribed to it in Section
6.1.2.
Fort Worth 1 p ment Commitment has the meaning ascribed to it in
Section 4.6.
Page 4
Tax Abatement Agreement between
City of Fort Worth and NGC Renewables,LLC
Fort Worth Emplament, Percentage has the meaning ascribled to it in Section
6.1.5.
Fort Worth Resident means an individual whose principal place of residence
I I I is
at a location within the corporate limits of'the City.
Fort Worth and Service Spendine Commitment has the mean'
ing
ascribed to it in Section 4.8.
Fort Worth Supply, and Service Pereent has the meaning ascribed to it in
Section 6.1.7.
Full-time Job means a job provided to one (1) individual by Company on the
Land for at least forty (40) hours per week.
Land has the meaning ascribed to it in Recital D.
Legal Reguirements means federal, state and local, laws, ordinances, rules and
regulations, including, but not limited to, all provisions of the City's charter and
ordinances, as amended.,
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.4.
M Construction Percen e has the meaning ascribed to it in Section
6.1.3.
M/WBE Su 1 in , ascribed
,pply and Service Spend"ng,Commitment has the mean' g
to it in Section 4.9.
M/WBE, Sunp i in
.1y and Service Percent has the meaning ascribed to it
Section 6.1.8.
Land has the meaning ascribed to it 'in Recital D.
New Taxable Tangible Personal Pro er means any personal property other
than inventory or supplies that (1) is subject to ad valorem taxation by the City; (I"I*) is
located on the Land; (iii) is owned or leased by Company and used by Company for the
business purposes outlined in this Agreement; and (tv) was not located in the City prior to
the Effective Date of this Agreement.
r+ Trance has the meaning ascribed to it in Recital C.
Overall EMploymeat Commitment has the meaning ascribed to it in Section
4.,5.
Page 5
Tax Abatement Agreement between
City of Fort Worth and NGCI Renewables,LLC
Overall Errs pl2y men t Percenta e has the meaning ascribed to it in Section 6.1.4.
lie guireed Improvements means office space comprising Company7i s North
American headquarters and a manufacturing facility for wind energy parts and
mechanisms, both constructed on the Land, whether adjoining or not, and having an
aggregate minimum Construction Cost of Eight Million Five Hundred Thousand Dollars
($8,500,0�00.00), as verified in the Certificate of Completion issued by the Director in
accordance with Section 5 of this Agreement.
Phase I Personal Prourt litment has, the meaning ascribed to it in
Comm
Section 4.1.
Phase 11 Personal Prope!jy Commitment has the meaning ascribed to it 'in
Section 4.2.
P has the meaning ascribed to it in Recital A.
Records has the meaning ascribed to it in Section 4.12.
Supp
!y and Se icy e Expenditures means the local discretionary expenditures
.
made by Company directly for the operation and maintenance of the Land and any
improvements thereon, excluding utility service costs.
Term has the meaning ascribed to it in Section 3.
Zone has the meaning ascribed to it in Recital C.
3. TERM,
This Agreement shall take effect on the date as of which both the City and
Company have executed this Agreement (the I'Effectl*ve Date"') and, unless terminated
earlier in accordance with its terms and conditions, shall expire simultaneously upon
expiration of the Abatement Term (the "Term").
4. COMPANY'S OBLIGATIONS AND COMMITMENTS,
4.1 hale 1.
Company must expend or cause to be expended at least Eight Million Five
Hundred Thousand, Dollars ($8,500,000.00) in Construction Costs for the Required
Improvements by the Completion Date. Tlie Completion Date for the Required
Improvements must occur on or before the Completion Deadline. In addition,, New
Taxable 'Tangible Personal Property having a value of at least Seven Million Five
I lundred Thousand Dollars ($7,500,000.00) must be in place on the Land by
Page 6
Tax Abatement Agreement between
it of Fort Worth and NBC Renewable s,LLC
January I of the first full year following the year in which the Completion, Date
occurred,, as determined solely by Tarrant Appraisal District or the appraisal district
having jun'sdiction over the Land at the time and reflected in the certified appraisal
roll received by the City from such appraisal district in such year (the, I
Personal Property Commitment"), Notwithstanding anything to the contrary
herein 9 if (1) by the Completion Date Company has not expended at least Eight
Million Five Hundred '"I"'housiand Dollars ($8,,500,,000.00) in Construction Costs for
the Required Improvements; (11) the Completion Date for the Required
Improvements does not occur by the Completion Deadline; or (iii) the Phase I
Personal Property Commitment is not met, (an Event of Default shall, occur, as set
forth in Section 8.2 of this Agreement.
4.2. Phase 11.
New Taxable Tangible Personal Property having a value of at least Eighty
Million Dollars ($80,000,000.00), excluding any 'New Taxable Tangible Personal
Property that was counted -for purposes of ascertaining attainment of the Phase I
Personal Property Commitment,, must, be in place on the Land as of January 1, 2019
(subject to extension due to delays directly attributable to Force Majeure Events), as
determined solely by Tarrant Appraisal District or -the appraisal district having
junsdiction over the Land at the time and reflected in the certified appraisal roll
received by the City from such appraisal district in such year (the "Phase 11
Personal Property Commitment"). Notwithstanding anythi,ng, to the contrary
herein I if the Phase 11 Personal Property Commitment is not met, an Event of
Default shall not occur, but the amount of Abatement granted hereunder for the
2019 tax year and in each year thereafter for the remainder of the Abatement Term
shall be reduced in accordance with Section 6.2 of this Agreement,
4.3. 'Construction Spending commitment for Fort, Worth Companies.
By the Completion Date, Company shall have expended or caused to be
expended with Fort Worth Companies the greater of (1) Two Million Five
Hundred Fifty Thousand Dollars ($2,. 50,000.00) in Construction Costs for the
Required Improvements or (ii) at least thirty percent (30'%) of all Construction
Costs for the Required Improvements, regardless of the total amount of such
Construction Costs (the "Fort Worth Construction Commitment").
4.4. Construction Spending Commitment for Fort Worth Certified
0
M-1WBE CoMpanies,
By the Completion Date, Company shall have expended or caused to be
expended with Fort Worth Certified M/WBE Companies the greater of (1), Two
Million One Hundred Twenty-five Thousand Dollars ($2,125,000.00) in
'I
Construction Costs for the Required Improvements or (10 at least twenty-five
percent (25%) of all Construction Costs for the Required Improvements,
regardless of the total amount of such Construction Costs (the 11M/W*BE
Page 7
Tax Abatement Agreement between
(".'ity of Fort Worth and NGC Rene shies,LLC
Construction Commitment"). Dollars spent, with Fort Worth Certified M/WBE
Companies for purposes of measuring the M/W Construction Commitment
shall also be counted for purposes of measuring the Fort Worth Construction
Commitment, as set forth in Section 4.3.
4.5. Overall EMPIO ment Commitment,
Beginning in the first full calendar year following the year in which the
Completion Date occurs, and in each year thereafter for the remainder of the
Compliance Auditing Term, Company continuously (subject to temporary
closures on account of Force Majeure Events) shall provide and fill at least forty
(40) Full-time Jobs on the Land (the "Overall Employment Commitment"
4.6. Employment Commitment for Fort Worth Residents.
Beginning in the first full calendar year following the year in which the
Completion Date occurs, and in each year thereafter, for the remainder of the
Compliance Auditing Term, Company continuously (subject to temporary
closures on account of Force Ma eure Events); shall provide and fill at least thirty
percent (30%) of'all Full-time Jobs on the Land, regardless of the total number of
such Full-time Jobs, with Fort Worth Residents (the Fort Worth Employment
Comm itment"). Full-time Jobs held by Fort Worth Residents shall also count as
Full-time Jobs for purposes of'measuring the Overall Employment Commitment
outlined in Section 4.5.
0 'M
4.7. Employment Commitment for Central CI*!y Residents.
Beginning in the first full calendar year following the year in which the
Completion Date occurs, and in each year thereafter for the remainder of the
Compliance Auditing Term, Company continuously (subject to temporary
l
closures on account of Force Majeure Events) shall provide and fill at least ten
percent (10%) of all Full-time Jobs on the Land, regardless, of the total number of
such Full-time Jobs, with Central City Residents the "Central City
Employment Commitment"). Full-time Jobs held by Central City Residents
shall also count as Full-time Jobs for purposes of measuring the Overall
Employment Commitment outlined in Section 4.5 and the Fort Worth
Employment Commitment outlined in Section 4.6.
4o8. Supply and Service Spending,Commitment for Fort Worth
Companies.
Beginning in the first full calendar year following the year in which the
Completion Date occurs, and in each year thereafter during the Compliance
Auditing Term, Company hereby commits to expend with Fort Worth Companies
at least the greater of(1) One Hundred Eighty Thousand Dollars, ($180,000.00) or
(11) thirty percent, (3 %) of its Supply and Service Expenditures, regardless of the
Page 8
Tax Abatement Agreement between
City of Fort Worth and I Renewables,LLC
total amount of such Supply and Service Expenditures (the ";Fort Worth Supply
,1Ind Service Spending Commitment").
4.96; Supply and Service Spending Commitment for Fort Worth Certified
MIWBE Companies.
Beginning in the first full calendar year following the year in which -the
Completion Date occurs, and in each year thereafter during the Compliance
Auditing, Term, Company hereby commits to expend with Fort Worth Certified
M/WBE, Companies at least the greater of (i) Ninety Thousand Dollars
($90,000.00) or (ii) fifteen percent (15%i) of its Supply and Service Expenditures,
regardless of the total amount of such Supply and Service Expenditures (the
I'M/ 'BE Supply and Service Spending Commitment").
4.10. Reports, and Filings.
4.10.1. Construction Spending Reports.
4,910*1o1* Monthly Reports.
From the Effective Date until the Completion Date,
Company will provide the Director with a monthly report in a form
reasonably acceptable to the City that specifically outlines the
then-current aggregate Construction Costs expended by and on
behalf of Company for the Required, Improvements, together with
the then-current aggregate Construction Costs for the Required
Improvements expended by and on behalf of Company with Fort
Worth Companies and with Fort Worth Certified M/WBE
Companies. Company agrees to meet with the City's M/WBE
Office as reasonably necessary for assistance in meeting or
exceeding M/WBE, Construction Commitment and to address any
related concerns that the City may have.,
4.10.1.2, Final Construction Re
Within sixty (60) calendar days following the
Completion Date, in order for the City to assess, whether Company
expended or caused to be expended at least Eight Million Five
Hundred Thousand Dollars ($8,,500,000.00) in Construction Costs
for the Required Improvements, and the extent to which Company
met the Fort Worth Construction Commitment and the M1
Construction Commitment, Company will provide the Director
with a report in a form reasonably acceptable to the City that
specifically outlines (i) the total Construction Costs expended by
and on behalf of Company for the Required Improvements, (ii) the
total Construction Costs expended with Fort Worth Companies, by
Page 9
Tax Abatement Agreement b!etween
City of Fort Worth and NGC Renewables,LLC
and on behalf of' Colmpany for the Required Improvements, and
(6i) the total Construction Costs expended with Fort Worth
Certified M/WBE Companies by and on behalf of Company for the
Required Improvements, together with supporting invoices and
other documents necessary to demonstrate 'that such amounts, were
,actually paid by Company, including, without fir nation, final lien
waivers signed by Company's, general, contractor.
4.10.2., Annual Empl2j meat ,Revort
On or before February I of the second full calendar year following
the year in which the Completion Date occurs, and of each year thereafter
for the remainder of the Compliance Auditing Term, in order or the City
to assess the degree to which Company met in the previous year the
Overall Employment Commitment, the Fort Worth Employment
Commitment and the Central City Employment Commitment, Company
shall provide the Director,with a report in a form reasonably acceptable to
the City that sets forth the total number of individuals, the total number of
Fort Worth Residents, and the total number of Central City Residents who
held Full-time Jobs, on the Land, each as of December I (or such other
date requested by Company and reasonably acceptable to the City) of the
previous calendar year, together with reasonable supporting
documentation.
4.10.3. Annual Supply and Service Spending Report',
On or before February I of the second full calendar year following
the year in which the Completion Date occurs, and of each year thereafter
for the remainder of the Compliance Auditing Terrn, in order for the City
to assess the degree to which Company met the Fort Worth Supply and
Service Spending Commitment and the M/WBE Supply and Service
Spending Commitment in the previous calendar year, Company shall
provide the City with a report in a form reasonably acceptable to the City
that sets, forth the aggregate Supply and Service Expenditures made during
such year with Fort Worth Companies and Fort Worth Certified M/WBE
Companies, together with reasonable supporting documentation.
4.10.,4. General.
Company will supply any additional 'Information reasonably
requested by the City, that is pertinent to the City's evaluation of
with compliance witn each of the terms and conditions, of this Agreement.
Page 10
'rax Abatement Agreement between
City f Fort Worth and NGC Renewables, PLC
4.1 1. f nspections
At any time during Company's normal business hours throughout the
Term and following,reasonable n tice to Company, the City shall have the right to
.1
inspect and evaluate the ,and, any improvements thereon, and Company will
provide 'full access to the same, in order -for the City to monitor compliance with
the terms and conditions of this Agreement. Company win cooperate fully with
the City during any such inspection and evaluation. Notwithstanding the
foregoing, Company shall have the right to require that any representative of the
City be escorted by a Company representative or security personnel during any
such 'inspection and evaluation.
4,12. Audits,
The City will have the right throughout the Tenn to audit the financial and
business records of Company that relate to the Required Improvements and the
Land and any other documents necessary to evaluate Company's compliance with
this Agreement or with the commitments set -forth in this Agreement, including,
but not limited to construction documents and invoices (collectively "Records" .
Company shall make all Records available to the City on the Land or at another
location in the City acceptable to both parties following reasonable advance
notice by the City and shall otherwise cooperate f-ully with the City during any
audit.
4.13. Use of Land.
,_Fhe Land and any improvements thereon, including,, but not limited to, the
Required Improvements, must be used at all times during the Term of this
Agreement for Company's lawful business operations, as set forth in this
Agreement, and otherwise in a manner that is consistent with the general purposes
of encouraging development or redevelopment of the Zone.
leation Fee.
4.14. Abatement A.P.PH
The City acknowledges receipt from Company of the required Application
fee of Five Thousand Dollars ($5,000.00). Of such amount, Two Tbousand
Dollars ($x.,000.00) is nonrefundable and shall be used by the City for the
purposes set forth in the Policy. If construction work on the Required
Improvements begins within one (1) year from the date of -the Application, the
remaining Three Thousand Dollars ($3,,000.00) of such fee shall be credited to
Company's benefit against any permit I impact, inspection or other lawful fee
required by the City 'in connection with the Required Improvements. If
construction work for the Required Improvements does not begin within one (1)
year from the date of the Application, Company will not receive a credit or refund
of any portion of the fee.
Page I I
Tax Abatement Agreement between
City of Fort Worthand,.UGC Re,newables,LLC
5. CERTIFICATE OF' COMPLETION.,
Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Required Improvements submitted in accordance
with Section 4.,10.1.2,, and assessment by the City of the information contained therein
pursuant to Sections 4.11 and 4.12 1 if the City, is able to verify that Construction Costs of
at least Eight Million Five 'Hundred Thousand Dollars ($8,500,000.00) were expended for
Required Improvements by the Completion Date and that the Completion Date occurred
on or before Completion Deadline, the Director will 'issue Company a certificate stating
the aggregate amount of Construction Costs expended for the Required Improvements
and the amount of such Construction Costs expended specifically with Fort Worth
Companies and Fort Worth Certified M/WBE Companies (the "Certificate of
Completion"). The Certificate, of Completion will serve as the basis for determining the
extent to which the Fort Worth Construction Commitment and the M/WBE Construction
Commitment were met.
6. TAX ABATEMENT,
6.1. thasel.
Subject to the terms and conditions of this Agreement, provided that (i)
Company expended at least Eight Million Five Hundred Thousand Dollars,
($8,500,000.001) in Construction Costs for the Required,, Improvements by the
Completion Date, as confirmed in the Certificate of Co"mpletion issued by the
Director in accordance with Section 5. (ii) the Completion Date occurred on or
before the Completion Deadline, as confirmed in the Certificate of Completion
issued for by the Director in accordance with Section 5; and (iii) New Taxable
Tangible Personal Property having a value of at least Seven Million Five, Hundred
Thousand Dollars ($7,500,000.00) was in place on the Land by January I of the
year following the year in which the Completion Date occurred, as determined
solely by the appraisal district having jurisdiction. over the Land at that time and
reflected in the certified appraisal roll received by the City 'from such appraisal
district in such year, Company will be entitled to receive an Abatement in the first
year of the Abatement, Term and in each year thereafter for the remainder of the
Abatement Term. the amount of each Abatement that Company is entitled to
receive during such years will be a percentage of the City's ad valorem taxes, on
any improvements located on the Land (but not on the Land itself, which taxes
shall not be subject to Abatement hereunder) and on New Taxable Tangible
Personal Property attributable to increases in the value of such improvements and
New Taxable Tangible Personal Property over their values for the 20 13 tax year,
which percentage shall equal the sum of the Overall Construction Percentage, the
Fort Worth Construction Percentage, the M/WBE Construction Percentage, the
Overall Employment Percentage, the Fort Worth Employment Percentage, the
Central City Employment Percentage, the Fort Worth Supply and Service
Page 12
Tax Abatement Agreement between
City of Fort Worth and NGC Renewables,LLC
Percentage, and the M/WBE Supply and Service, Percentage, as defined in
Sections 6.1.1 through 6�.1.8 (riot to exceed eighty percent (8� %) and, if the Phase
H Personal Property Commitment is not met, subject to further reduction in the
2.019 tax year and each year thereafter for the remainder of the Abatement Term,
as set forth 'in Section 6.2), as follows,--
6.1..L Completion of Required Improvements (L5,0/ol.
Company shall be entitled to receive a percentage of the
Abatement equal to thirty-five percent (35%) (the "Overall Construction
Percentage"') on account of Company's having met all requirements in
accordance with Section 4.1 for completion of the Required Improvements
a r
nd having met the Phase I Personal Property Commitment.
6.1.2. Fort Worth Construction Cost Spendine_(Ul) to,5%).
A percentage of the Abatement will be based on the extent to
which the Fort Worth Construction Commitment, as outlined in Section
4.3�, was met (the "Fort Worth Construction Percentage"). T'he Fort
Worth Construction Percentage shall equal the product of five percent
(5%) multiplied by the percentage by which the Fort Worth Construction
Commitment was met, which will be calculated by dividing the actual
Construction Costs expended for the Required Improvements, by the
Completion Date with Fort Worth Companies by the number of dollars
comprising the Fort Worth Construction Commitment, as determined in
accordance with Section 4.3. For example, if the Fort Worth Construction
Commitment is $2,5,50,000.00 and only $1,785,000.00 in Construction
Costs were expended with Fort Worth Companies by the Completion
Date, the Fort Worth Construction Percentage would be 3.5% "Instead of
5%, or .05 x [$1.785 million/$2.55 million], or .05 x .7 0, or .,3 5). If the
Fort Worth Construction, Commitment was met or exceeded', the Fort
Worth Construction Percentage will be five percent (5%).
6.1.3. Fort Worth N1 BE Construction Cost en z(Lp Lo 5%).
A percentage of the Abatement will be based on the extent to
which the M/WBE Construction Commitment, as outlined 'in Section 4.4
was met, (the 'IM/WBE or Percentage"). "'rhe M/WBE
Construction Percentage shall equal the product of five percent (5%)
multiplied by the percentage by which the M/WBE Construction
Commitment was met, which will be calculated by dividing the actual
Construction Costs expended for the Required Improvements by the
Completion Date with Fort Worth Certified M/W Companies by the
number of dollars compris,ing the M/WB,E Construction Commitment, as
determined in accordance with Section 4.4. If the M/WBE Construction
Page 13
Tax Abatement Agreement between
City of Fort Worth and'NGC Renew ables,L
Commitment was met or exceeded, the 'E Construction Percentage
will he fire percent 5%).
6.1. Overall Employment ' to 10� ► ,,
A percentage of the Abatement will he based on the extent to
which the Overall Employment Commitment, as outlined in Section .5,
was met (the "Overall Employment Percentage"). The Overall
Employment percentage in a given year shall equal the product o ten
percent 10% multiplied by the percentage by which, the Overall
,Employment Commitment was rust 'in the previous calendar year, which
will he calculated by dividing the actual number of Full-urns John
provided on the :band in the previous year by forty (40), which is the
number of Full-time John constituting the Overall Employment
Commitment. For example, if only thirty 3 Pull-time John were
provided on the Land in a given year, the Overall Employment Percentage
for the following year,would he 7.5�% instead of 10% or .10 x [30/40]), or
.10 x .75, or . 7 �. If the Overall Employment Commitment is met or
exceeded in a given year, the Overall Employment P'ereentag for the
following year will be ten percent (10%).
6.1.5. Fort Worth Employment(Up to 10%).
A percentage of the Abatement will be based on the extent to
which the :Fort Worth Employment Commitment, as outlined in Section.
4.6. was met (the "Fort Worth Employment Percentage"),. The Fort
Worth Employment Percentage for a given year shall equal the product of'
ton percent (10%) multiplied by the percentage by which the Fort Worth
Employment Commitment was met in the previous calendar year, which
will he calculated by dividing the actual number of Full-time Jobs
provided on the Land to Fort Worth Residents in 'the previous year by the
number of Full-time John constituting the Fort Worth Employment
Commitment in that year. For example,, if Company provides and fills
forty Full-tine John on the Land in a given year, the Fort Worth
Employment Commitment for that year will, in accordance with Section
4.6,, he twelve 12 Full-time Nobs 30°% of Full-time J hs . If in that
year only eight (8) Full-time ,lobs on the Land were provided to Fort
Worth Residents, the Fart Worth Employment Percentage for the
following year would he 6.66% instead of 10% or .10 x. [8/12]), or .10 x
.666, or .0 66. If the Fort Worth Employment Commitment is met or
exceeded in a given year, the Fort "worth Employment Percentage for the
following year will he ten percent (10'%),
1'ae 1
"r'ax Abatement Agreement between
City offort Worth and NGC Renewables,,LLC
6.1.6. Central City Employment (Up to 5%1.
A percentage of 'the Abatement will be based on the extent to
which the Central City Employment Commitment, as outlined in Section
4.7.), was met (the "Central City Employment Percentage"). The
Central City Employment Percentage for a given year shall equal the
product of five percent (5%) multiplied by the percentage by which the
Central City Employment Commitment was met in the previous year,
which will be calculated by dividing the actual number of Full-time Jobs
provided on the Land to Central City Residents in the previous year by the
number of Full-time Jobs constituting the Central City Employment
Commitment in that year. If the Central City Employment Commitment is
met or exceeded in a given year,, the Central City Employment Percentage
for,the following year will be five percent (5%),.
6.1.7. Fort Worth Sup.ply and Service $P end*n-g
I AUp to 5%),.
A percentage of the Abatement will be based on the extent to
which the Fort Worth Supply and Service Spending Commitment, as
outlined in Section 4.8, vas met, (the "'Fort Worth Supply and Service
Percentage"')., The Fort Worth Supply and Service Percentage for a given
year shall equal the product of five percent (5%) multiplied by -the
percentage by which the Fort Worth Supply and Service Spending
Commitment was met in the previous calendar year, which will be
calculated by dividing the actual Supply and Service Expenditures, made in
the previous calendar year with Fort Worth Companies by the Fort Worth
Supply and Service Spending Commitment for that year. For example, if
Company's Supply and Service Expenditures in a given year were
$700,000.00, the Fort Worth Supply and Service Spending Commitment
Or that year will, in accordance with Section 4.8, be $210,0010.00 (30% of
$700,000.00 in Supply and Service Expenditures). If only $180,01001.001 in
Supply and Service Expenditures, were made with Fort Worth Companies
in the previous calendar year, the Fort Worth Supply and Service
Percentage for the following year would be 4.29% 'instead o %, (air .05 x
[$180,,000/$210,000], or .05 x .867, or . 42,85). If the Fort Worth Supply
and Spending, Commitment is met or exceeded in any given year, the Fort
Worth Supply and Service Percentage for the following year will be five
percent (5%).
6,1.8., Fort Worth M Supply and Service Spending (Up to 5%).
A percentage of the Abatement will be based on the extent to
which the M/WB,E Supply and Service Spending Commitment, as outlined
in Section 4.9, was met (the "M/WBE Supply and Service Percentage '),.
The M/WBE Supply and Service Percentage for a given year shall equal
the product of five percent (5%) multiplied by the percentage by which the
Page 15
Tax Abatement Agreement between
City of Fort Worth and NGC Rene wable s, LLB'
M/WBE Supply and Service Spending Commitment was met in the
Previous year, which will be calculated by dividing the actual Supply and
Service Expenditures made in the previous, calendar year with Fort Worth
Certified M/W Companies by the M/WBE Supply" and Service
Spending Commitment for that year. If the M Supply and Spending
Commitment is met or exceeded in any given year, the M/WBE Supply
and Service Percentage for the following year will be five percent (5%).
6.2. Reduction of Future Abatements for Failure to Meet Phase 11
Personal Pro mitment.
eEly Com i
Notwithstanding anything to the contrary herein, if the Phase 11 Personal
Property Commitment is not met, the percentage of Abatement for the 2019, tax
year and each year thereafter for; the remainder of the Abatement Term shall be
calculated in accordance with Section 6.1 and then multiplied by 0.50, thus
reducing the amount of Abatement in any such years by aye-half'(1/2), sue aning
that the maximum Abatement in any such years will be forty percent (40%)
instead of eighty percent (80%). For example, if the Phase 11 Personal Property
Commitment is not met and the Abatement percentage applicable for the 2019 tax
year, calculated in accordance with Section 6.1, is, by way of example only,
seventy percent (7'0%), such percentage shall then be multiplied by 0.50, so that
the percentage of'Abatement available for that year is actually thirty-five percent
(35%).
6.3. No Offsets.
A deficiency in attainment of one commitment may not be offset by the
exceeding attainment in another commitment. For example, if Company failed to
meet the BE Construction Commitment by $,5,000.00, but exceeded the Fort
Worth Construction Commitment, by $5,00�0.00, the percentage of Abatement
available hereunder would still be reduced in accordance with Section x.1.3 on
account of Company's 'failure to meet the M/WBE Construction Commitment.
6. . Abatement Li-mitatiwons.
In accordance with Section 11.5 of the Policy and notwithstanding
anything to the contrary herein, Company's, Abatement, in any given year of the
Abatement Term shall be based (1) on the increase in the real property value of
i1
mprovements, on true Land over their value as of January 1, 2013, if any, up to a
maximum increase of Twelve Million Seven Hundred Fifty Thousand Dollars
($12,750,000.00) and (ii) on the increase in the value of' New Taxable Tangible
Personal Property located on the Land since January 1, 2013, if any, up to a
maximum increase of One Hundred Twenty Million Dollars, ($120,000,,O00.00).
In other words, with regard to the real property tax Abatement, in any year in
which the taxable value of improvements on the Land exceeds, (i) any value of
improven'ients on the Land as of January 1, 20 plus (ii) $12,7501000.001
Page 16
Tax Abatement Agreement between
City of Fort Worth and NGC Renew abler,LLC
Company's real property tax Abatement for that tax year shall be capped and
calculated as if the increase in the value of improvements on the Land since
January 1, 20l Shad only been $12,,750,,000.00. For example, and as an example
only, if in a given year of the Abatement Term -the value of'improvements on the
Land is $14,0010,0001.0O over their value as of January 1, 2013, Company would
receive a maximum real property tax Abatement of eighty percent (80%) (or if the
Phase 11 Personal Property Commitment is not met,, of forty percent (40%)) of
$12,,750,000.,00 in valuation for that year and would pay full taxes on the
S 1,250,000.00 difference over the cap. Along the same lines, if the value of New
Taxable Tangible Personal Property located on the Land in a given year of the
Abatement Tenn is $,1 30,000,000.00 over the value of that Property as of January
11 2013, Company would receive a maximum Abatement on New Taxable
'fangible Personal Property of eighty percent (80%) (or if the Phase, 11 Personal
Property Commitment is not met, ot torty percent (401%)) of$1,20,000,000.00 In
valuation for that year and would pay full taxes on the $10,000,000.00 difference
over the cap.
741: WAIVER OF CERTAIN FEES.
Company and its contractors will be required to apply for and receive all
permits and other licenses and certificates required by the City with respect to
construction of the Required Improvements. However, as further consideration for
the public purposes that will be achieved from construction of the Required
Improvements and use of the and in accordance with this Agreement, and unless
otherwise prohibited by applicable law, ordinance, rule or regulation, the City
agrees to waive the following fees related to the Required Improvements that would
otherwise be charged by the City at any time prior to the Completion Deadline: (i)
all building permit, plan review, inspection, and re-inspection fees; ('il) all zoning
fees; (Ili) all temporary encroachment fees-, (lv') all platting, fees; and, (v) all fire,
sprinkler, and alarm, permit fees. All other fees charged or assessed by the City in
accordance with federal, state and local laws, ordinances, rules and regulations,
including, but not limited to, transportation impact fees and water and sewer impact
fees, are not waived hereunder and shall be fully payable by Company and its
contractors.
8. DEFAULT,TERMINA LION AND FAILURE. BY COMPANY TO MEET
VARIOU'S DEADLINES AND COMMITMENTS.
8.1. Faidure to Meet Construction Cost Spend*ng, EMplovmentj �.up
I I I p!y
and Service Se end ing Commitments, or Phase 11 Persona l Property
commitment.
If Company fails to meet the Fort Worth Construction Commitmentl the
M/WB,E Construction Commitment, the Overall Employment Commitment, the
Page 17
'rax Abatement Agreement between
City of Fort Worth and NGC Renewables,LLC
Fort Worth Employment Commitment, the Central City Employment
Commitment, the Fort Worth Supply and Service Spending Commitment, or the
M/WBE Supply and Service Spending Commitment in any year in which such
Commitments apply,, or if the Phase 11 Personal Property Commitment is not met,
such event shall not constitute an Event of Default hereunder or provide the City
with the, right to terminate this Agreement, but, rather, shall only cause the
percentage or amount of Abatement available to Company pursuant to this
Agreement to be reduced in accordance with this Agreement.
8.2. Failure to Complete Phase 1.
't 0
Notwithstanding anythi ng to the contrary herein, if(1) Company failed to
expend or cause to be expended at least Eight Million Five flundred Thousand
Dollars ($8,50�0,000.00) in Construction Costs for -the Required Improvements by
the Completion. Date; (ii) the Completion Date did not occur on or before the
Completion Deadline; or (iii) New Taxable Tangible Personal Property having, a
value of at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00)
was not in place at the Land by January I of the first full year following the year
in which the Completion Date occurred, as determined solely by Tarrant
Appraisal District or the appraisal district having j urisdiction over the Land at that
time and reflected in the certified appraisal roll received by the City from such
appraisal district in such year, an Event of Default shall occur and the City shall
have the right to terminate this Agreement,, effective immediately, by providing
written notice to Company without further obligation to Company hereunder.
8.3. Knowing,Employment of Undocumented Workers,
Company acknowledges that effective September 1, 2007, the City is
required to comply with Chapter 2264 of the rep G,overmnent Code, enacted by
House Bill 1196 (80th Texas Legislature), which relates,to restrictions, on the use of
certain public subsidies. company hereby certifies that Company, and any
branches, divisions, or departments oJ'Company, does not and will not know ifigly
employ an undocumented worker, as that term is defined by Section 2264.00](4)
of the Texas Government Code. In the event that Company, or any branch,
0 9 vi latio n under 8 U.S.C.
division, or department of Company, is convicted of a 0
Section 13 4a (relating to federal criminal penalties and injunctions for a
.11
pattern or practice, of employing unautitorized aliens) and such violation occurs
0
during the Term of this Agreement.
if such conviction occurs during the Term of this Agreement, thi's
Agreement shall terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by, Company) and Company shall repay, within one hundred'
twenty (120) calendar days following receipt of written deman "fir om the
Cif, the aggregate amount of Abatement received by Company
hereunder, if'any, plus Simple Interest at a rate of two percent (2%q) per
Page 18
Tax Abatement Agreement between
City offort Worth and NGC Rene�wables, LLC
annum bayed on the amount ofAbalement received in each previous year
(is of December 31 of the tax year for which the Abatement was received-,
or
9 if such conviction occurs after expiration or termination of this
Agreement, subject to any appellate rights that may lawfully be available
to and exerc U* ed by Company, Company shall repay, with one hundred
I A^
twee calendar days Jollowing receipt of written demandfro the
City, the aggregate amount of Abatement received by Company
hereunder, �f any, plus Simple Interest at a rate of two percent (2%) per
annum based on the amount of Abate ment received in each previous year
as of December 31 of the tax,yearfor which the Abatement was received.
For the purposes of this Section 8.3, "Simple Interest"' is defined as a rate of
interest applied only to an original value�, in this case the aggregate t 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
$101000 + [5 x ($10,000 x 0.02)], which is $11,000. This Section .3 does not
apply to convictions of any subsidiary or affiliate entity of Company, by any
franchisees of Company, or by a person or entity with whom Company contracts.
otwithst .I ,
Ing anytning to the contrary herein, this Section 8.3 shall survive the
Nand'
expiration or ter-nination of this,Agreement.
8A, Eoreclosure on Land or Regul*red Improvements,
Subject to Section 12, the City will have the right to terminate this
Agreement immediately upon provision of written notice to Company of any of
the -following events: G) the conveyance of the Land or the Required
Improvements pursuant to an action to foreclose or otherwise enforce a lien,
mortgage or deed of trust on the Land or the Required Improvements- (iii" the
involuntary conveyance to a third party of the Land or the Required
Improvements; (iii) execution of any assignment of the Land or Required
Improvements or deed in lieu of foreclosure to the Land or Required
Improvements', or (i'v) appointment of a trustee or receiver for the Land or
I
Required Improvements and such appointment is not terminated within one
hundred twenty (1 20) calendar days after the appointment occurs.
8.5. Failure to PAY Taxes; Non-Co 10 mp ian,ce with Legal Reguirement
General Brea,ch.
An Event of Default shall occur,if any ad valorem taxes owed to the City by
Company become delinquent and Company does not timely and properly follow the
legal procedures for protest and/or contest of any such ad valorem taxes, or
Company is in violation of any material Legal Requirement due to any act or
Page 19
.r ax Abatement Agreement between
City of Fort Worth and NGC Renewables,LLC
omission connected with Company's operations on the [,and; provided, however,
that an Event of Default shall not exist under this sentence unless Company falls to
cure the applicable failure or violation within thirty (30) calendar days or such
additional time as may be reasonably required) after Company receives from. the
City written notice of such failure or violation. In addition to Sections 8.2, 8.3 and
8.4, a Default under this Agreement shall occur if either party breaches any term
or condition of this Agreement, in which case the non-defaulting party shall
provide the defaulting party with written notice specifying the nature of the
Default. Subject to Sections 8.2, 8.3 and 8.4, in the event that any Default
hereunder remains uncured after thirty (30) calendar days following receipt of
such written notice (or, if the defaulting party has diligently and continuously
attempted to cure following receipt of such written notice but reasonably requires
more than thirty (3 0) calendar days to cure, then such additional amount of time
as is reasonably necessary to effect cure, as determined by both parties mutually
and in good faith), the Default shall become an Event of Default and the non-
defaulting party shall have the right to terminate this Agreement, effective
immediately, by providing written notice to the defaulting, party.
I.J�uidated Dama
Company acknowledges and agrees that termination of this Agreement
due to an Event of Default by Company will (i) harm the City's economic
development and redevelopment efforts on the Land and in the vicinity of the
Land; (iii" require unplanned and expensive additional administrative oversight
and involvement by the City; and (iii) be detrimental to the City's general
economic development programs, both in the eyes of the general public and by
other business entities and corporate relocation professionals, and Company
agrees that the exact amounts of actual damages sustained by the City therefrom
will be difficult or impossible to ascertain. Therefore, upon termination of this
Agreement for any Event of Default, and as authorized, by Section 3,12.205(b)(6)
of the Code, Company shall pay the City, as liquidated damages, all taxes, that
were abated in accordance with this Agreement for each year in which an Event
of Default existed and which otherwise would have been paid to the City in the
absence of this Agreement. The City and Company agree that this amount is a
reasonable approximation of actual damages ghat the City will 'incur as a result of
an uncured Event of Default and that this Section 8,.6 is intended to provide the
City with compensation for actual damages and is not a penalty. This amount
may be recovered by the City through adjustments made to Company's, ad
valorem property tax appraisal by the appraisal district that has jurisdiction over
the Land and over any taxable tangible personal property located thereon.
Otherwise, this amount shall be due, owing and paid to the City within sixty (60)
days 'following the effective date of termination of this Agreement. In the event
that all or any portion of this amount is not paid to the City within sixty (60) days
following the effective date of termination of this Agreement, Company shall also
be liable for all penalties and interest on any outstanding amount at the statutory
Page 20
Tax Abatement Agreement between
it of Fort Worth and NGC Renew ables,LLC
rate for delinquent taxes, as determined by the Code at the time of the payment of
such penalties and interest (cu rrently, Section 33.01 of the Code .
9. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company shall operate as an
independent contractor in each and every respect hereunder and not as an agent,,
representative or employee of the City. Company shall have the exclusive right to
control all. details and day-to-day operations relative to the Land and any improvements
thereon and shall be solely responsible for the acts and omissions of its officers, agents,,,
servants, employees, contractors, subcontractors, licensees and invitees. Company
acknowledges that the doctrine of respondeat superior will not apply as between the City
and Company, its officers,, agents, servants, employees, contractors, subcontractors,
licensees, and invitees. Company further agrees that nothing in this Agreement will be
construed as the creation of a partnership or joint enterprise between the City and
Company.
10. INDEMNIFICATION,
COMPANY, A T NO COST TO THE CITY
, A GR'EES TO DEFEND,
INDEMNIFY AND HOLD THE CITY
,t ITS OFFICERS, A GENTS SERVANTS AND
EMPLOYEES, 11ARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO THOSE FOR PROPERTY DA E OR LOSS (INCLUDING
ALLEGED DAM-AGE OR LOSS TO COMPANY'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING'
DEA TH, TIM T MA Y RE LA TE TO, ARISE OUT OF OR BE OCCASIONED B'Y (i)
COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
A GREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS., ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI) OR
SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS; THE
LAND AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT
OTHERWISE, THIS SECTION SHALL SURVIVE ANY TERMINATION OR
EXPIRA LION OF THIS A GREEMENT.
11. INOTICE,S�.
All wri*tten notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by had delivery:
Page 21
Tax Abatement Agreement between
it of Fort Worth and NGC Renewables, 1,1..c
klity Company,
City of Fort Worth NGC Renewables, LLC
Attn,- City Manager Attn: Alex Gong
I 00 Throckmorton 17955 E. Ajax Circle
Fort Worth, TX 7610,2 City of Industry, CA 91748
with copi*es too., fVith a copy too
the City Attomey and Squire Sanders (US) LLP
[Jousing/Economic Development Dept., 555 S. Flower Street, 3,1 st Floor
Director,at the same address Los Angeles, CA 90071
Attn: Randolph H. Gustafson
12. EFFECT OF SALE OF LAND AND/OR REQUIRED IMP,ROVEME
ASSIGNMENT AND SUCCESSORS,
Company may assign this Agreement and all or any of the benefits provided
hereunder to (a) an Affiliate that owns, or takes title to the Land or any New Taxable
Tangible Personal Property, (bow a successor to Company by merger or consolidation, or
(c) any person or entity that acquires all or substantially all of Company's assets only if
(i) prior to or contemporaneously with the effectiveness of such assignment, Company
provides the City with written notice of such assignment, which notice shall include the
name of the assignee and a contact name, address and telephone number for the assignee,
and (ii) the assignee agrees, in writing to assume all terms and conditions of Company
under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey
any of its rights or obligations under this Agreement to any other person or entity without
the prior consent of the City Council, which consent shall not be unreasonably withheld,
conditioned on (0 the proposed assignee or successor agrees to take title to the Land and
any New 'Taxable Tangible Personal Property; (ii) the proposed assignee or successor is
financially capable of meeting the terms and conditions of this Agreement; and (I*ii) prior
execution by the proposed assignee or successor of a written agreement with the City under
which the proposed assignee or successor agrees to assume and be bound by all covenants
and obligations of Company under this Agreement. Any attempted assignment without the
City Council's prior consent shall constitute an Event of Default under this Agreement.
Any lawful assignee or successor in interest of Company of all rights, under this Agreement
shall be deemed "Company" for all purposes under this Agreement.
13. COMPLIANCE WITH LAWS, RDINANCES, RULES AND
REGULATIONS.
This,Agreement will be subject to all applicable Legal Requirements.
Page 2,2
Tax Abatement Agreement between
City of Fort Worth and NGC Rene wables, LLC
14, GOVERNMENTAL POWERS,
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
150, SEVE,RABIL:ITY,
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall, not in any way
be affected or 'Impaired.
16, NO WAIVER,
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to 'insist upon appropriate performance or to assert any such fight on
any future occasion.
'17, VENUE AND JURISDICTION,
If any action, whether real or asserted., at law or 'in equity, arises on the basis of
any prolvi,sion of this Agreement, venue for such action shall lie in state courts located in
c I
Tarrant County, Texas, or the United States District Court for the Northern District of
Texas, — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
18. NO THIRD PARTY RIGHTS.
The provisions and conditions, of this Agreement are solely for the benefit of the
City and Company, and any lawful assign or successor of Company, and are not intended
to create any rights., c ntractlial or otherwise, to any other person or entity.
19, INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement,, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
In the event of any conflict between the body of this Agreement and the Application, the
body of this Agreement shall control.
Page 23
Tax Abatement Agreement between
City of Fort Worth and NGC Renewables, LLC
.............-1-1-.......
20, CAPTIONS,,,
Captions and headings used in this Agreement,are for reference purposes only and
shall not be deemed a part of this Agreement.
21. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Company, and any lawful assign and successor of Company, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement i's
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
22. COUNTERPARTS.
This Agreement may be executed in multiple counterparts,, each of which shall be
clons,idered an original, but all of which shall constitute one instrument.
23. BONDHOLDER RIGHTS,
The Required Improvements will not be financed by tax increment bonds. This
Agreement 'is subject to the rights of holders of outstanding bonds of the City.,
24, CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any
member of the City Council, any member of the City Plan or Zoning Commission, or any
member of the governing body of any taxing it with jurisdiction in the Zone.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES]
Page 24
Tax Abatement Agreement between
City of Fort Worth and GC Renewables,L
CITY OF FORT WORTH.
By: QM
Fernando Costa
Assistant City, Manager
Al
OYO
a
µ
Date.-Mir4+t e
Ka, y S
APPROVED AS TO FORM AND LEGALITY:
�I
By.-,
Peter Vaky 6/
Deputy City Attorney
M&CO., C-2571 0 O7-1 0-12; C-263 10 O7-09-I 131
STATE OF TEXAS
COUNTYOFTARRANT §
BEFORE ME, the tend rs gned authority, on this day personally appeared
Fernando Costa, Assistant City Mager of the CITE' OF FORT WORTH, a municipal
corporation rganized under the laws of the State of'Texas, known t ► me to he the person
and ficer 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 t
P rf r n 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 n the capacity therein stated.
Z4,GIVE UNDER MY HAND AND SEAL OF OFFICE this day of
All 7
w
(Notary hlc in and for
the State+� 1c,stets W )(as
" w COMrnission Expires
°se
Zo l
"" wmwawxwm oiuxwwcauwu.,
Notary's Printed Name �w SECRETARY
Page 25 Tax Abatement Agreement between
City of Fort"'earth and NG Rene ab l es, LC
Fe R T
1, ,� A,%Wwa
' '
.............. .................
r
GC NEW L S LLC,
a Texas limited liability company:
By.- YV00"
Na ,•
Title.-
Date
STATE OF
COUNrry OF
BEFORE ME, the undersigned authority, on-this day personally appeared
YA-1v -e.4 of NGC RENEWABLES,
LLCM, a Texas limifted liability company, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that %/he executed the
same for the purposes and consideration therein expressed, in, the capacity therein stated
and as the act and deed of ECG RENEWABLES, LLC.
GIVEN UNDER Y' HAND AND SEAL OF OFFICE this
day of 2013.
T .w
Notary P` blic n .rid four w
'the State of ENN L1EUNG
low NOTARY PUBLIC-CAUFUNIA 6),
LOS ANGELES COUNTY 0
COMM.EXPIRES 0C 12 2016
Notary's Printed N
Page 2
Tax Abatement Agreement between
City of Fort Worth and NGC Ren,ewables,LLC
EXHIBITS
Description and Map Depicting the Land
"B"—Company's Tax Abatement Application
Map of Central City
Tax Abatement Agreement between
City of Fort Worth and NGC Renewables, LLC
Cescrt>on of the Land
EXHIBI�T "A"
Being a tract of land situated in the William Huff Survey, Abstract No. 648 of The F. Cuella Survey, Abstract No. 267,
Tarrant County, Texas, and being all o�f'that certain tract of land filing No. D207348894, County Records, Tarrant County,
Texas, said tract of land: being more particularly described by metes and bounds as follows:
BEGINNING at a 5/a iron rod with plastic cap stamped "Carter & Burgess" found at the northeast corner of Lot 1, Block 2,,
Alliance Gateway Addition,, as recorded in cabinet A, Slide 2979, Plat Records,, Tarrant County, Texas and' being in the
southerly right-of-way line of State Highway No. 170 (a variable width right-of-way),
THENCE N 89029'40" El, 768,.3:1, feet along said southerly right-of-,way l�ine to a 5/8 inch iron rod' with plastic cap stamped
: I
"Carter & Burgess" found at the northwest corner of Tract 4 of those tracts of land! conveyed by deed to Alliance Building
Partners, L as recorded in Clerk's Filing No. D2,07348893 of said county records,
THENCE the following bearings and distance along the westerly line of said Tract 4:
S 00029'261" E,, 289.79 feet to a, 5/8 inch iron,, rod with plastic cap stamped "Carter & Burgess" found at the beginning of a
curve to the right,
169.,30 feet along the arc of said curve to, the right, through a central, angle of 10100!"00"', a radius of 9170.00 feet and a long
chord of S 04130'3411 Wj 169,08 feet to a 5/8 inch iron rod with plastic cap stamped "Carter& B,urgess"found,,
S 09030'34" W11 435.,47 feet to a 5/8 inch iron rod with Plastic cap stamped "'Carter & Burgess" found at the beginning o a
curve to the right,
271.93, feet along, the arc of said curve to the right, through a central angle of 361114'03"", a radius of 430,00 feet and a long
chord of S 2703735" W, 267-43 feet to a 5/8 inch iron rod with plastic cap stamped 'Carter & Burgess" found at the
beginning of a non-tangent curve to the left, said point being in the northerly line of that certain 6.762 acre tract of land
described by deed to Alliance Gateway-Phase li Association as recorded in County Clerk's Filing No. 206240552, said
County records,
THENCE 109,68, feet along the northerly line of said Alliance Gateway-Phase I Association tract and along the arc of said
curve to the left, through a central angle of 14126'46", a radius of 43,5.00 feet and a long chord of N 85152'512"w, 109.391 feet
to a 5/8 inch iron rod with plastic cap starriped "Carter& Burgess"found,
THENCE S, 86053'46" W, 300.66 feet continuing along said northerly line to a 5/8 inch iron rod with plastic cap stamped
Carter& Burgess"found at the beginning of a curve to the right,
THENCE 149.53 feet continuing along said northerly line and along the arc of said curve to the right, through a centrals angle
of 02,157'53", a radius of 2889.7'9 feet and a long chord of S, 8812242" W, 149-51 feet to a 5/8 inch iron rod with plastic cap
stamped "Carter & Burgess" found at the southeast, corner of that certain 0.6691 acre tract of land' as described by deed to
Alliance Gateway-Phase I Association and recorded in Volume 16319, Page 381, said County records,
THENCE N 0000812111 W 1 1130.64 feet along said easterly line of paid 0.6169 acre Alliance Gate) ray-phase I Association
tract and ythen along the easterly line of said Lot 1, Block 2, Alliance Gateway Addition to the point of beginning and
containing 810,595, square feet or 18.609 acres of land, more or less.
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EXHIBIT "B"
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Q RT o RT H
City of Fort Worth
Incentive Application
Housing and Economic Development Department
10010 Th-roclunorton. Street
Fort Worth) Texas 76102
(817) 392-7540
r
Incentive Application,
1. Applicant Information:
Comp � W _�; "
� - �
Company Address
City, State Zip Code
Contact Person (include title/position),:
Telephone Number 3 ext.
Mobile Telephone Number
Fax Number '.`'
L-r ail address
2. Project Site Information if different -1 m above),
Address/Location. K\�"011A\ �
3. Development requests that will he sought for the project(check all that apply):
A. Replat.
B. Rezoning:: Current zoning: Requested zoning:
C. ''Variances: � If yes, please describe:
D. Downtown Design Review Board
E. Landmark Commission:
4. Incentive(s) Requested.-1
R
Y
5. Specify elements of project that make it eligible for the requested incentive(s):
P']ease see Incentive Policy for a list of incentives.
Page 2 of 7
6. Do you Intend to purl abatement o
County "axes Yes No
7. What level of abatement will you, request: Years.9 Percentage?
PROJECTINFORMA,TON
For real estate projects, please include below the project concept,project benefits and how the project
relates to existing community plans. A real estate project is one that involves the construction or
renovation of real property that will he either for lease or for sale. Any, incentives given by the City should
he considered only"gap" financing and should not he considered a substitute for debt and equity.
However, the City is under no, obligation to provide gap financing just because a gap exists. In order
for a property o rer"developer to he eligible to receive 'Incentives and/or tax a: atement for a project, the
property owner/developer.-
A. Must complete and submit this application and the application fee to the City,
B. Owner/developer or owner/developer's principals roust not be delinquent in paying property"
taxes for any property owned in Fort Worth;
C. Owner/developer or owner/developer's principals roust not have ever been subject to the City.
of fort Worth's Building Standards Commission's Review*
D. Owner/developer or owner/developer's principals roust not have any City of Fort Worth liens
filed against any other property owned by the applicant property owner developer. "Liens"
includes, but is not limited to, weed liens, demolition liens, hoard-up�lopen structure liens and
paving liens.
For business e ansion ro'ects , please include below services provided or products manufactured, maj or
customers and locations, etc. For business expansion project involving the purchase and/or construction of
real estate, please answer all that apply.
. Type o Project: residential �ommereial/Industrial Mired-use
9. Will thi's be a relocation? No "des If yes,where is the company currently
located
busies expansion project involves assistance to a u ine s entity that seeks to expand its existing operations within Fort
Worth. The business is in a growth mode seeking,working capital,personal property or fixed asset financing.
Page 3 of
r. D2 X05
10. ,Proiect Deserl'Ption
A. lease r v lid e a brief desc n Of the,prpject IL
IN
\d3u'
\0
NA\q vi
B1. Real Estate Deve lolpment Lo-POW
Current Assessed Valuation of-, Land $ I Improvements:
Expansion (Please circle one):
S* %N
ize sq. Cost of Construction
3. For mixed-use projects,,please list square footage for each use
4. Site Develop nt(parking,, fencing, landscaping, etc.).
Type of work to be done t
Cost, of Site Development,$1
C. Per,isoinal Propert-v & Invent
1, Personal Property:
0 Cost of equipment, mbinery, furnishing, etc:
0 Purchase or lease.?
,2. Inventory & Supplies.*
• Value of-, Inventory supplies
• Percent, of'inventory, eligible for Freeport exernption (inventory, exported from Texas
within 175 days)
Pa,ge 4 olf'7 ECD092705
'11. Employment and Job Creation:
A. Dur'n
I g Construction
1. Anticipated date when construction will start.?
2, How many construction Jobs will be created?
3. at is the estimated payroll for these j obs?
B. From Development
L How any persons are currently employed?
2. at percent of current employees above are Fort Worth residents` %
3. What percent of current employees above are Central City residents`? %
4. Please complete the following,table for new jobs to be created from direct hire by
applicant.
First Year
''nth Year Year
Total Jobs to be Created
Less Transfers*
Net Jobs
of Net Jobs to be filled, by
Fort Worth.,Residents
%of Net Jobs,to be fi.I I ed by
Central City Residents -- I
If any employees will be transferring,please describe from where they will be
transferring.
"A
5. Please attach a description of the jobs to fbe created, tasks to be performed for each and
wage rate for each class*
Me n.
11
VA
It \ Z1%0 1'
6. Does the applicant provide the fob lowing benefits:
Retirement
Health
Page 5 of 7
F-CD092705
Dental
El D�omestic Partner
7. Please describe any ancill (not direct hire by applicant)Job creation that will occur as a
" #
result of corn P-1'leting this UrojeP�....f
.
1 . Local Commitments:
A. During Construeflon,
1. What percent of the construction costs described 'in question I I a e will be committed to:
• Fort Worth, businesses 1.9 %
• Fort Worth Certified Minority and Women Business,Enterprises? %
B. For Annual Suppll& Service Needs
Regarding discretiona,r,ysuvpl-*/ and service expenses 3 (i.,e. landscaping, office or manufacturing
N
supplies,jallitorial services,, etc.)..
1. What is the annual amount of discretionary supply and service expenses? $
2. What percentage will be committed to Fort Worth businesses.?
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises? %
DisuosuREs
13., Is any person or firm receiving any form of compensation, commission or other monetary
benefit based on the level of incentive obtained by the applicant from the City of Fort
Worth? If yes, please explain and/or attach details.
I A-
3 Discretionary expenses are those which are incurred during the normal operation of business and which are not subject to a
national purchasing contract.
Page 6 of
ECD092705
14. These documents must be submitted prior to City Staff review of the-application.0
Attach a site plan of the project.,
b) Explain why lincentives are necessary for the success of j ro ect
thi pnclu de a business
Is 0 I
pro-forma or other documentation to substantiate your request.
IF 0 0
c) Describe any environmental impacts associated with this,project.
d) Describe the infrastructure improvements(water,sewer,streets, etc.)that will be
constructed as part of this project,
e) Describe any direct benefits to the City of Fort Worth as a result of this project.
1) Attach a legal description or su-rveyor's certified metes &bounds description.
g) Attach a copy of the most recent property tax statement from the appropriate appraisal
0
district for aH Parcels involved in the project,
0
h) Attach a description of the jobs to be created (technician,engineer,,manager,etc.),tasks
to be performed for each,and wage rate for each classification.
i) Attach a brief description of the employee benefit package(s)offered(i.e. health
4
insurance,retirement,public transportation asstistance,day care provisions,etc.)
including portion paid by employee and employer respectively,
P Attach a plan for the utilization of Fort Worth Certified M[WBE compa,
J wes,.
k) Attach a listing of the applicant's Board of DiLrectors, ifapplicable.
1) Attach a copy of Incorporation Papers noting all pninclipals,partners, and agents and all
Fort Worth properties owned by each.
The company is responsible for paying$5,000 as an application fee. If the application is withdrawn before
the project s presented to City Council in Executive Session, the fee is refunded. Upon presentation to
City Council in Open Session, $21,000 is non-retunaable and 'I's applied to offset costs Incurred by the
Bousing and Economic Development Department. Upon approval by Cfty Council, the balance of$3,000
can be credited towards, required building permits, inspections fees, replatting fees, and other costs of
do busmvess, with the City related to the development. Any unused credit balance upon completion of
the project will be refunded upon request from the company.
On behalf of the applicant,I certify the information contamed i this application, 'Including all
attachments to be true and correct. I further certify that,on behalf of the applicant,I have,read the current
I a
incentive Policy and all other pertinent City of part Worth policies and I agree to comply With the
uidelines and c it 'a stated therei.
g n en
A
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N:k ATf
Printed Name Title
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Pap 7 of 7
GM092705
BEING A TRACT F LAND SITUATED I'N THE WILLIAM_
Ste' E "r ABSTRACT NO* Z679 TARRANT COUNTY, TEX Sr AND BEING ALL OF THAT CERTAIN TRA ` OF LAND
(PARCEL I AS DESCRIBED BY DEED TO ALLIANCE GATEWAY 3"" LLC AND RECORDED 114 COUNtY CLERKAIS
I L I NO I Ow D207348894r COUNTY RECORM TARRANT COUNTY,t TEXAS, I TRACT OF LAND BEING MORE
PARTICULARLY SC I Y METES AND B D$ AS BOLL
BEGINNING AT INCH IRON ROD WITH PL AST I C CAP ST AWED w CARTER & BURGESS"' FOUND AT THE
NORTHEAST- CORNER OF LOT It BLOCK Z, ALLIANCE CE GATEWAY ADD I T I^ AS RECORDED IN CABINET Ap SLIDE
2979�* PLAT RECORDSv RECORDS TARRANT COUNT v, TEXAS AND BEING IIN TIME SOUTHERLY R I 0 'T"--0 SWAY LINE OF ST AT
HIGHWAY 00. I7 (A VARIABLE WIDTH RIGHT—OIL A
THONCE N 89*29#40'"FE, 76 o 3 l FEET ALONG SAID S E RLY RIGHT—OF—WAY LINE TO A 5/8 INCH IRON
R WITH PLASTIC CAP STS I'E "CARTER BURGESS" FOUND AT THE NORTHWEST CORNER ! TRACT 4 OF
THOSE TRACTS OF LAND CONVEYED DEED T ► ALLIANCE SUILDINO PARTNERSt LLP AS RECORDEO IN CLERK II
F I L l NO* 0207348693 OF SAID COUNTY ECOR '
THENCE THE FOLLOWING BEARINGS AND DISTANCES ALONG THE WESTERLY LINE OF SAID TRACT
5 29" 26"E, 29-t 79 FEET TO A 5 INCH, IRON I T H PLASTIC CAP STAMPED "'CARTER
MWESS" FOUND AT THE BEGINNING OF A CURVE `10 THE I I GIT
169,,30 FEET ALONG THE ARC OF SAIID SAID CURVE 'TO THE R I GIST, THROU0H A oCCNTRAL ANOLE OF 10* " "
RAD I US OF 970.00 FEET AND A LONO CHM OF $1 040 3 " 3 " o 19 FEET T 8 I INCH I RON
ROD WITH, PLASTIC CAP ST $#CARTER Ik BURGESS" FOUNDI
S °930"3 "Wo 43,6*41 MET TO A 5/8 INCH IRON R`I0 WITH PLASTIC CAP ST "CARTER 41
BURGESS" FOUND AT THE 13FOINNING OF A CURVE TO THE IT I GI TTP
271493 93 FEET ALONG THE ARC OF SAID CURVE TO THE I IOI Tr T14ROIJON A tENTRAL ANGLE OF 3 !'I -* 3,''1P
O I US OF 430o 00' FEET AND A L ONO CWAD OF s 2r 370 W 2679 43 FEET TO A I NCH I RON
ROD WITH PLASTIC CAS` " T "'CARTER & BURGESS" FOUM AT THE BEGINNING OF A NON—TANGENT
CURVE TO TIME L E To SkID POINT BEING I N THE NORTHERLY LINE Of THAT CERTAIN 6 T 2 ACRE TRACT or
LAND S DESCRIeED BY DEED TO ALLIANCE GATEWAY—PHASE GATEWAY-PHASE I ASSOCIATION AS RECEDED I
COUNTY' CLERK"S FILINO NOw 020624015152o SAID COUNTY COUNIrY RECORDS1
THENCE 109*68 BEET" ALONG THE NORTHERLY LINE If SAID ALLIANCE GATEWAY PHASE I ASSOCIATION
TRACT AND ALONG THE ARC OF SAID CURVE TO THE LEFT* TIRON A CENTRAL ANGLE' OF I * 60`*46"
RADIUS Off" 435. 00 FEV LON0 CHOW OF N W 52*52'°" v 109*39 FEET TO A 5/8, INCH IRON ROD WIT
PLASTIC C-A' ST "CARTER & BURGESso rouNDo
THENCE 69 5 -1 6"Wo, 3 , FEET CONTINUING AL G SAID NORTHERLY LINE T" INCH IRON ROIL
WITH PLASTIC I CA" STAMPED "CARTER & URGES "" FOUND AT TH E SEGINN114G OF A CIJRVE TO THE RIGHT;
THANCE 149m,63 FEET' T I Iw+U I NG ALONG SAID IORTHEAL"Y L II II AND ALONG THE AC OF SAID I CURVE TO THE
R I GIST, T'HROUM A CENTRAL ANGLE; OF W T" 3*",, A IUD I US OF 2889.79 FEET AND A LONG CHORD Of
S. 8e 2V 4211 Wt I'49,v 51 FEET TO A S 8 114CH I IM ROO W I TAI PL,AST I C CAP ST EIS' of CARTER 84 BURGESS"
FOUND AT THE SOJTHEAST COWER OF THAT CERTAIN: 0*669 ACRE TRACT T LAID AS DESCRIBED BY DEED T
ALLIANCE GAT EWA PHASE I ASSOCIATION ANO RECOROW IN VOLUME 16319t PAGE 3810 S I D COUNTY
RECORM
THEN-CE N 00*06121*#Wv 11,30m,64 FEET ALONG SAID EASIIERLY L I E OF SAID a 669 ACRE ALLIANCE
GATEWAY—PHASE I AS$OCIATION TRACT AM THEN ALONG THE EASTERLY LINE OF SAID LET It BLOCK
ALLIANCE GATEWAY A DD I T I O TO THE POINT OF BEGINNING AND CONTA114ING S M SSS
SQUARE FEET OR 118.09 ACRES OF LANDo. MORE OR LEM
Clifford J. Bogart CCI 'I
The Vang,uard Commercial Grou Inc.
53391 Alpha. Road,Suite 101
Callas,TX '75240
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M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
I NCIL AGENDA FoRTWoRm
COUNCIL ACTION.- Approved on 7/91'2013
DATE'.,' 7/9/2013 REFERENCE NO.: **C-26,310, LOG NAME: 17NGCTACOR
CODE: C TYPE,.' CONSENT PUBLIC NO
HEARING:
SUBJECT: Amend Mayor and Council Communication C-257,1 O to Extend Completion Deadline Under
Proposed Tax Abatement Agreement with NGC Renewables, ILLC, or an Affiliated Entity
for Construction of a 120,000 Square Foot North American Heads uarters and
Manufacturing Faiciility at 55010 Alliance Gateway Freeway (COUNCIL DISTRICT 7)
RECOMMENDATI.ON:
It is recommended that the City Counciil amend Mayor and Council Communication C-25710 to
extend the completion deadline under a proposed Tax Abatement,Agreement with NGC Renewablles,
LLC, or an affiliated entity for the construction of a 120,000 square foot North American headquarters
and manufactu�riing facility at 550O Alliance Gateway Freeway.,
DISCUSSION:
On July 10, 2012, (M&C C-25710) the City Council authorized execution of a Tax Abatement
Agreement with NGC Renewablesi, LLC (NGC)l, or an affiliated entity for the construction of a 120,0010
square foot North American headquarters and manufacturing facility at 5500 Alliance Gateway
Freeway and authorized the waiver of certain related development feels.
Mayor and Council Communication (M&c C-25710) authorized a 10 year tax abatement with NGC
that could potentially abate up to, 80, percent of the City's ad valorem taxes on the incremental value
of real and business personal property investment on the site. The project is a two-phased project
with an overall investment in the amount of $96,000,0010.00 in real and business personal
property. The M specified that Phase 1, was to be completed by December 31, 2013 and Phase 11
by December 31 1 2018.
Due to delays in finalizing the site selection process, the Tax Abatement Agreement has not been
executed and NIGC has asked the City to amend M&C C-25710 to extend the Phase I completion
deadline for the construction of the facility from December 31, 2013 to June 30, 2014. No other
changes have been requested. Therefore, Staff recommends approval of this request.
FISCAL INFORMATION/CERT'IF'lICATIONI.-,
The Financial Management Services Director certifies that this action will not increase the total
appropriations on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
...-....... ....................
Submitted for Cily ManNer's otrfice Fernando Costa (61 22)
Originating Department Head: Cynthia Garcia (811 87):
Additional Information Contact: Ossana IHermosillo (6203)
Ana Alvarado (2661)
http-Happs.cfwnet.org/colunci I-Packet/mc-review.asp 9,1D=185 69&counci1d ate=7/9l/2013 07/10/20 1 3
&C Review Page 2 `2
ATTACHMENTS
1,3070,2 NGC Reference M
http*,Happ,s.c fw net.,org/cOUnc'l iew.asp. 07/10/'2013
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V ,►TE' 7/10/2012 REFERENCE No.. C-25710 LOG NAME. 17TA GC
CODE:E: C TYPE: NON-CONSENT P BL11C HEARING: NO
SUBJECT. Authorize Execution of Tax Abatement Agreement with NGC l enewablea, LLC, or an
Affiliated Entity for the construction of a 120,000 Square Foot North American
Headquarters and M:an�ufacturi!ng Facility at 5500 Alliance Gateway Freeway and
Authorize Waiver of certain Related Development Fees (COUNCIL L ISTRICT 2
It is recommended that the City council:
1 Authorize the execution a Tax Abatement Agreement with NGC F enewablea, LLC, or an
affiliated enitity,for the construction of a 120,000 00 square foot 'North American) headquarters and
manufacturing facility at 5500 Alliance Gateway Freeway; and
2. Authorize the waiver of certain related developiment fees.
DISCUSSION,.
The Housing and Economic Development Department is proposing a 10-year Tax Abatement
Agreement with NGC Rene° abler, LLC, or an affiliated entity (company) 'that could potentially
abate up to o percent of the City"'a ad valorem taxes on the incremental value of real and
business personal property investment at the site.
N GC Renewables, LLC, or an affiliated entity (the company), plans to construct a new forth
American headquarters and manufacturing facility at 5500 Alliance Gateway Freeway. The
proposed project is estimated to have at least $ 5o ,000.0 0 expended in, real:, property
improvements,i and the Company will invest at least $18,7',500,0100.00 in new taxable personal
property by December 31, 2018.
This project i.s, a trio-phased project. Phase I of the project consists of the construction of a new
120,000 square foot headquarters facility, with a minimum investment of at least$8,500,000.00 in
real property improvements (exclusive of band costa) and $,7,5 0,00:0.010 in new non-inventory
business personal property as determined by the Tarrant Appraisal District's official tax rolls) by
December 31, 2013. Phase 11 of the project consist of an additional minimum investment of at
least $80,000,000.00, in new non-inventory business personal property as determined by the
Tarrant Appraisal District's official tax rolls) by December 31, 2018.
Failure to meet 'Phase Ii investment is a condition of default and will result in immediate termination
of the Agreement. Failure to complete phase 11 will result in the reduction of the overall abatement
percentage to a maximum of 40 percent for the remainder of the Agreement.
ImpromemenW
The company is required to sped a minimum of $2,550,000.00 or 30 percent, whichever is
greater, of real property improvements with contractors that are Fort Worth companies. The
Company its also required to spend a minimum of $12,125,000.00 or 25 percent, whichever is
greater, of real property improvements with contractors that are certified Fort "Forth.
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M&C Review
Minority/Women Owned Business Enterprise companies with the understanding that dollars spent
with certified, Fort Worth M/WBE companies will' also count as dollars spent with Fort Worth
companies).
Employment,Qomm"tmenta
'Th�e Company will employ a minimum of 40 Full Time Employees (FTEs) in Fort Worth by
December 31, 20131. The estimated job creation could rise as high as 150 FT'Es over the term of
the Agreement. The Company will fill 30 percent of all jobs with Fort Worth residents and 10
percent with Fort Worth Central City residents.
U I
liliz,ali.Qin of h Ggm panies and Fort Mrth -WN_VBE Busi-ne.5�!p,5, (,9!uppJ,.y and....-5eirviQes)*,
The Company has committed to spend the greater of 30 percent or $180,000.00 of annual
discretionary supply and service expenditures with contractors that are Fort Worth contractors.
This amount applies to all years in which:, the City participates in the project. The Company has
also committed to spend the greater of 15 percent or $90,01010.00 of annual discretionary service
and supply expenditures with contractors, that are certified Fort Worth M/WBE contractors (with the
understanding that dollars spent with certified' Fort Worth MANBE colmlpan,ies will also count as
dollars spent with Fort Worth companies). This amount applies to all years in which the City
participates in the project.
Discretionary service and Supply Contracts shall, include all expenditures, whether under written
contract or ad hoc purchases, other than for electric, gas and water utilities, irelated to the
operation and maintenance of the project, including amounts paid to eligible companies or
contractors,for personnel.
Except for cases of default, failure to meet a commitment will result in a reduction of the
corresponding component of the abatement for that year proportional to the amount the
commitment was not met, or for the duration of the abatement in the case of construction
commitments,.
Q i�ty.Com mitirn e n1a
All tax abatements, granted are for City property taxes based on the incremental increase, in value
of real property improvements (above a base year value and business personal property and can
be awarded for up to, 80 percent for a period of ten years as depicted in the following chart.
Company Commitments Potential
Abatement
Real and Personal Property Investment i 35 percent
IF'ort Worth Contractors, 5 percent
Fort Worth IVIIWBE Contractors 5 percent
-–----------
Overall Employment 10 percent
Ern ploynot of Fort Worth Residents 10 percent
Employment of Fort Worth Central Cit 5 percent
Residents
ru—tfilization of Fort Worth Companies for 5 percent
Supplies and Services
[Utilization of Fort Worth IVINVBE Companies
5 percent
for Supplies and Services
...............
Total 80 percent
Fee YY-a*
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M&C Review
The City will i valve the following fees, related to, the, Required Improvements that would otherwise
be charged by the City at, any time prior to the Completion Deadline: (i) all building permit, plan
review, inspection, and re-inspection fees; (ii) all z ning feed (ili) all temporary encroachment
fees; (1v all platting fees,, and (v), all fire, sprint lier, and alarm permitfees. All other fees charged
or assessed by the City in accordance with applicable federal, state and local la s, or inances,
rules and regulations, including, but not limited to transportation impact fees and water and sewer
impact fees,, are not waived and shall be fully payable.
The project is located in COUNCIL DISTRICT 2.
US I i 0
-CAL INFQRMAIIQN/QE,RJIEICAT -
The Financial Mlanagem t Services Director certifies that this action will have no material effect
on City funds.
IQ E c.c.Q..unVCgnt!ers, FROM-Fu d/Accou.nVQ
...........
Sub-milled fo-BC-Ity Manaluer's Qfflocie ,4;, Fernando Costa (6122)
Qdalnatli"na Deolartment head;
Jay Chapa (58014)
Additimal Informat-on QQntacto Robert Sturns (8003)
............
,AIIACHIOENIS
NGC—MC—Ma-
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