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Home My WebLink AboutContract 62702CSC N o. 62702 TAX ABATEMENT AGREEMENT (Art Mortgage Borrower Propco 2010-5, LLC d/b/a Americold) This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS ("City"), a Texas home-rule municipal corporation, and ART MORTGAGE BORROWER PROPCO 2010-5, LLC ("Company"), a Delaware limited liability company. REGTALS A. On February 23, 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"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended ("Code"). C. On 10/15/2024, the CityCouncil adopted Ordinance No. 27223-10-2024 ("Ordinance") establishing Tax Abatement Reinvestment Zone No. 112 , City of Fort Worth, Texas ("Zone") D. Company, a cold storage supply infrastructure, owns approximately 22 acres located at 4900 Blue Mound Rd. upon which it operates a temperature-controlled warehousing and logistics facility ("Current Facility") that has 13 Full-Time Jobs ("Current Full-Time Jobs"). The Current Facility is located within the Zone and described in "Exhibit "A", attached hereto and made a part of this Agreement far all purposes. For purposes of this Agreement, the Current Facility will be referred to as "Expanded Facility." E. Contingent upon the receipt of a tax abatement, Company intends to (i) expend, or cause to expend, a minimum of $123,000,000 ($68,000,000 for the construction of real property improvements on or before December 31, 2027, and $55,000,000 of installed business personal property on or before January 1, 2028), for its Expanded Facility ("Required Improvements") and (ii) add 85 new Full-Time Jobs by December 31, 2027. F. City received a tax abatement ("Application") from Company on 6/11/2024, concerning plans for development of the Expanded Facility, 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. G. The contemplated use of the Expanded Facility 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 follow the Policy, the Ordinance and other applicable laws, ordinances, rules and regulations. H. Under this Agreement, Company is committed to (a) invest a total of at least $123,000,000 in Required Improvements; and (b) provide at least 85 New Full-Time Jobs whose average annual salary will Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1 of 23 equal at least $65,000. The provisions ofthis Agreement, as well as the proposed use ofthe Expanded Facility and nature of the proposed Required Improvements, as defined herein, satisfy the eligibility criteria for commercial/industrial tax abatement pursuant to Section 4 of the Policy. 1. 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 Expanded Facility. 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 acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company 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: 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 Real Property Improvements located on the Expanded Facility (but not on the Expansion Property or real property upon which the Current Facility is located, which taxes will not be subject to Abatement hereunder) and of the City's incremental ad valorem taxes on New Taxable Tangible Business Personal Property, all calculated in accordance with this Agreement. Abatement Term means the term of seven (7) consecutive years, commencing on January 1 of the Second Operating Year and expiring on December 31 of the seventh (7th) year thereafter, in which Company will receive the Abatement in accordance with this Agreement. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by, or controlling Company. For purposes of this definition, "control" means more than fifty percent (50%) ownership by Company of Affiliate as determined by either value or vote. Annual Salary Commitment has the meaning ascribed to it in Section 4.5. Application has the meaning ascribed to it in Recital F. Business Equity 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). BEF Construction Commitment has the meaning ascribed to it in Section 4.3. BEF Construction Percenta�e has the meaning ascribed to it in Section 6.3. Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 2 of 23 Business Personal Propertv Improvement Commitment has the meaning ascribed to it in Section 4.2. Business Personal Property Improvements means installed business personal property which is also to be New Taxable Tangible Business Personal Property on the Expanded Facility in accordance with the Business Personal Property Improvement Commitment as verified by the Director in accordance with this Agreement. Certificate of Completion has the meaning ascribed to it in Section 5. Code has the meaning ascribed to it in Recital B. Completion Date means the date on which all occupiable space within the Required Improvements have received a permanent certificate of occupancy. Completion Deadline — BPP means lanuary 1, 2028. Completion Deadline — Real Property Improvements means December 31, 2027. Compliance Auditin� Term means the term of seven (7) consecutive years, commencing on January 1 of the First Operating Year and expiring on December 31 of the seventh (7th) year thereafter, in which the City will verify and audit Company's compliance with the various commitments set forth in Section 4 that form the basis for calculation of the amount of each annual Abatement percentage hereunder. Construction Costs means the following costs expended directly for the Real Property 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 exclude any real property acquisition costs or rent payments or other costs required by a lease should a lease be utilized. 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 Operatin� Year means the first full calendar year following the year in which the Completion Date occurred. Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 3 of 23 Full-Time Job means a job provided to one (1) individual by Company on the Expanded Facility two thousand eighty (2,080) straight-time paid hours in a fiscal year, excluding shift differential work and overtime. 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. New Full-Time Job has the meaning ascribed to it in Section 4.4.1. New Taxable Tan�ible Business Personal Propertv means any business personal property located on the Expanded Facility that (i) is subject to ad valorem taxation by the City; (ii) is located on the Expanded Facility; (iii) is owned or leased by Company and used by Company for the business purposes outlined in this Agreement; and (iv) was not located in the City prior to period covered by this Agreement. It does not mean, nor include inventory or supplies or other personal property located on the Expanded Facility before the period covered by this Agreement Ordinance has the meaning ascribed to it in Recital C. Overall Emplovment Commitment has the meaning ascribed to it in Section 4.4.1. Overall Employment Percenta�e has the meanings ascribed to it in Section 6.4.1 and 6.4.2, as applicable. Overall Improvement Percentage has the meaning ascribed to it in Section 6.2. Polic has the meaning ascribed to it in Recital A. Real PropertY Improvement Commitment has the meaning ascribed to it in Section 4.1. Real Property Improvements means a temperature-controlled warehousing and logistics facility constructed on the Expansion Facility in accordance with the Real Property Improvement Commitment as verified in the Certificate of Completion issued by the Director in accordance with this Agreement. Records has the meaning ascribed to it in Section 4.8. Required Improvements has the meaning ascribed to it in Recital E. Sala 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 Salary does not include any benefits, such as health insurance or retirement contributions, reimbursements for employee expenses, any discretionary bonuses, shift differential work, and overtime. Second Operatin� Year means the second full calendar year following the year in which the Completion Date occurred. Tax Abatement Agreement - 4 of 23 City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) Term has the meaning ascribed to it in Section 3. Zone has the meaning ascribed to it in Recital C. 3. TERM. This Agreement takes effect on the date as of which the City and Company have all executed this Agreement ("Effective Date") and, unless terminated earlier in accordance with its terms and conditions, expires simultaneously upon expiration of the Abatement Term ("Term"). 4. OBLIGATIONS AND COMMITMENTS RELATED TO ABATEMENT. 4.1. Real Propertv Improvements. 4.1.1. Company must expend or cause to be expended at least Sixty-Eight Million Dollars and Zero Cents ($68,000,000.00) in Constru�lion Costs for the Real Property Improvements by the Real Property Improvements Completion Deadline and the Completion Date for the Real Property Improvements must occur on or before the Real Property Improvements Completion Deadline ("Real Property Improvement Commitment"). Failure to meet this obligation constitutes an Event of Default. 4.1.2. The value of the Real Property Improvements is determined in accordance with the Final Construction Report as set forth in Section 4.6.1. 4.2. Business Personal Propertv Improvements. 4.2.1. Personal Property Improvements having a value of at least Fifty-Five Million Thousand Dollars and Zero Cents ($55,000,000.00) ("Business Personal Property Improvement Commitment") must be in place on the Expanded Facility by the BPP Completion Deadline. Failure to meet the obligation constitutes an Event of Default. 4.2.2. The value of the Business Personal Property Improvements is determined solely by the appraisal district having jurisdiction over the Expanded Facility at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.3. Construction Spendin� Commitment for BEFs. By the Completion Date, Company must expend or caused to be expended at least fifteen percent (15%) of all Construction Costs for the Real Property Improvements with BEFs, regardless of the total amount of such Construction Costs ("BEF Construction Commitment"). 4.4. Emplovment Commitment. 4.4.1. Company must employ and retain its Current Full-Time Jobs and employ and retain at least 85 New Full-Time Jobs on the Expanded Facility for the Term of this Agreement. A Full-Time Job will be considered new if the individual is hired on or after the Effective Date. The 85 New Full-Time Jobs are considered herein as both "New Full- Time Jobs" or the "New Employment Commitment". Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 5 of 23 requested by Company and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. 4.7.3. For purposes of this Agreement and regardless of the reporting period, the calculation of 85 New Full Time Jobs will be those New Jobs above the Current Full Time Jobs. 4.7.4. Additional Information Requested by Citv. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. 4.8. Inspections of Expanded Facility and Improvements 4.8.1. At any time during Company's normal business hours throughout the Term, the City will have the right to inspect and evaluate the Expanded Facility, and any improvements thereon, and Company will provide full access to the same, for the City to monitor compliance with the terms and conditions of this Agreement. Company will use reasonable efforts to cooperate fully with the City during any such inspection and evaluation. 4.8.2. Notwithstanding the foregoing, Company may require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation and abide by any site policies and protocols regarding health, safety, and treatment of Company's confidential information. In addition, upon request of the City at any time during the Term and the year following the Term and following reasonable advance notice. 4.9. Audits. The City has the right throughout the Term to audit the financial and business records of Company that relate to the Real Property Improvements, Personal Property Improvements, and the Expanded Facility 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 must make all Records available to the City at the Expanded Facility or at another location in the City acceptable to both parties following prior notice and will otherwise use reasonable efforts to cooperate fully with the City during any audit. 4.10. Use of Expanded Facility. The Expanded Facility and any improvements thereon, including, but not limited to, the Real Property Improvements, must be always used during the Term of this Agreement for Company's lawful business operations, as set forth in this Agreement, and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 4.11. Abatement Application Fee. The City acknowledges receipt from Company of the required and non-refundable Application fee of Two Thousand Five Hundred Dollars ($2,500.00). Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 7 of 23 5. CERTIFICATE OF COMPLETION. Within ninety (90) calendar days following receipt by the City of the final construction spending report for the Real Property Improvements submitted in accordance with this Agreement, and assessment by the City of the information contained therein, if the City is able to verify that the Company met all requirements for the Real Property Improvement, the Director will issue Company a certificate stating the amount of Construction Costs expended for the Real Property Improvements, as well as the amount of Construction Costs expended for the Real Property Improvements specifically with BEFs ("Certificate of Completion"). The Certificate of Completion will serve as the basis for determining whether the BEF Construction Commitment was met. 6. TAX ABATEMENT. 6.1. Generallv. 6.1.1. Subject to the terms and conditions of this Agreement, provided that the Company met both the Real Property Improvement Commitment, Business Personal Property Improvement Commitment, and Annual Salary Commitment, the City will grant an Abatement to the Company in each year of the Abatement Term. 6.1.2. The amount of each Abatement that the City grants during such years will be a percentage of the City's ad valorem taxes on the Real Property Improvements located on the Expanded Facility (but not on the Expansion Property itself, which taxes will not be subject to Abatement hereunder) and on the Business Personal Property Improvements, which percentage will equal the sum of the Overall Improvement Percentage, the BEF Construction Percentage (if applicable), the applicable Overall Employment Commitment and in no event to not exceed fifty percent (50%). 6.2. Real Property Improvement, Business Personal Propertv Commitments, New Employment Commitment, and Annual Salary Commitment (50%). City will grant an abatement to Company equal to fifty percent (50%) of the overall Abatement ("Overall Improvement Percentage") if Company meets the Real Property Improvement Commitment, Business Personal Property Improvement Commitment, New Employment Commitment, and Annual Salary Requirement. 6.3. BEF Construction Cost Spendin� (10%). A percentage of the Abatement will be based on the whether the Company met the BEF Construction Commitment ("BEF Construction Percentage"). If Company meets the BEF Construction Commitment, the BEF Construction Percentage for each Abatement hereunder will be ten percent (10%). If the Company does not meet the BEF Construction Commitment, the BEF Construction Percentage for each Abatement hereunder will be zero percent (0%). 6.4. Abatement Limitations. The amount of real property taxes to be abated each year will not exceed one hundred and fifty percent (150%) of the amount of the minimum Real Property Improvement Commitment and the Personal Property Improvement Commitment multiplied by the City's tax rate in effect for that same year. Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 8 of 23 7. DEFAULT. TERMINATION, AND FAILURE TO MEET DEADLINES AND COMMITMENTS. 7.1. Failure to Meet Real Property Improvement and Business Personal Propertv Commitments. Notwithstanding anything to the contrary herein, if the Company does not meet both the Real Property Improvement Commitment and Business 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 Company without further obligation to Company hereunder. 7.2 Failure to Meet BEF Construction and Overall Em lo ment Commitments. If the Company does not meet the BEF Construction Commitment, or the Overall Employment Commitment in any given year, 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 Abatement available pursuant to this Agreement to be reduced in accordance with this Agreement. 7.3 Forfeiture for Failure to Meet Annual Salary Commitment. Notwithstanding anything to the contrary herein, if the Company fails to meet the Annual Salary Commitments in any year of the Compliance Auditing Term, the Company will forfeit the Abatement available for that year. 7.4. Knowin� EmploVment of Undocumented Workers. 7.4.1. Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. If Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(f) (relating to federal crimina/ penalties and injunctions for a pattern or practice of employinq unauthorized aliens) and such violation occurs during the Term of this Agreement: • if such conviction occurs during the Term of this Agreement, this Aqreement will terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company must repay, within one hundred twenty (120) calendar days followinq receipt of written demand from the City, the agqregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2�) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received; or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate riqhts that may lawfully be available to and exercised by Company, Company must repay, within one hundred twenty (120) calendar days followinq receipt of written demand from the City, the aggreqate amount of Abatement received by Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 9 of 23 Company hereunder, if any, plus Simple Interest at a rate of two percent (2�) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received. 7.4.2. 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 exampte, 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 Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, the parties agree that the Abatement is a"public subsidy" (as that term is defined in Section 2264.001, Texas Government Code) for the benefit of Company. This Section will survive the expiration or termination of this Agreement. 7.5. Foreclosure on Expanded Facility or Required Improvements. Subject to Section 11, the City will have the right to terminate this Agreement immediately upon provision of written notice to Company of any of the following events: (i) the conveyance of the Expanded Facility, the Real Property Improvements, or the Business Personal Property Improvements pursuant to an action to foreclose or otherwise enforce a lien, mortgage, or deed of trust against the Expanded Facility, or any part thereof, the Real Property Improvements, or the Business Personal Property Improvements; (ii) the involuntary conveyance to a third party of the Expanded Facility, or any part thereof, the Real Property Improvements, or the Business Personal Property Improvements; (iii) execution of any assignment of the Expanded Facility, or any part thereof, , the Real Property Improvements or deed in lieu of foreclosure to the Expanded Facility, or any part thereof, or Real Property Improvements; (iv) execution of any assignment of the Business Personal Property Improvements; (iv) appointment of a trustee or receiver for the Expanded Facility, or any part thereof, Real Property Improvements, or the Business Personal Property Improvements and such appointment is not terminated within one hundred twenty (120) calendar days after the appointment occurs. 7.6. Failure to Pay Taxes or Non-Compliance with Other Le�al Requirements. An Event of Default will occur if any ad valorem taxes owed to the City by Company becomes delinquent and Company does not timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes, or Company is in violation of any material Legal Requirement due to any act or omission connected with Company's operations on the Expanded Facility, or any part thereof,; provided, however, that an Event of Default will not exist under this provision unless Company fails to cure the applicable failure or violation within thirty (30) calendar days (or such additional time as may be reasonably required) after Company receives written notice of such failure or violation. 7.7. General Breach. In addition to Sections 7.1— 7.6 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, in which case the non-defaulting party must provide the defaulting party with written notice specifying the nature of the Default. Subject to Sections 7.1, 7.2, and 7.3, in the event that Tax Abatement Agreement - 10 of 23 City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 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. StatutorV Damages. 7.8.1 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 Expanded Facility and in the vicinity of the Expanded Facility; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be detrimental to the City's general economic development programs, both in the eyes of the general public and by other business entities and corporate relocation professionals, and Company agrees that the exact amounts of actual damages sustained by the City therefrom will be difficult or impossible to ascertain. 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, Company 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 Company agree that the above-stated amount is a reasonable approximation of actual damages that the City will incur because 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 Company's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Expanded Facility, or any part thereof, 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, Company 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 - 11 of 23 City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 8. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company will operate as an independent contractor in each and every respect hereunder and not as agents, representatives or employees of the City. As to the City, Company will have the exclusive right to control all details and day- to-day operations relating to the Expanded Facility and any improvements thereon and will be solely responsible for the acts and omissions of their 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, their 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 orjoint enterprise between the City and Company. 9. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFYAND HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR /NTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS; THE EXPANDED FACILITV 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. 10. 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 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Manager With copies each to City's: Company: AMERICOLD REALTY TRUST Attn: George E Palmer Vice President, Tax Address: 10 Glenlake Parkway, South Tower #600 Atlanta GA 30328 City Attorney and Director of Economic Development at the same address. 11. EFFECT OF SALE OF EXPANDED FACILITY OR REQUIRED IMPROVEMENTS; ASSIGNMENT AND SUCCESSORS. 11.1. Company 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 Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 12 of 23 Expanded Facility, or any part thereof, and owns or leases any New Taxable Tangible Business Personal Property or (b) a successor to Company by merger or consolidation 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 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 Company under this Agreement. 11.2. 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 will not be unreasonably withheld, conditioned on (i) the proposed assignee or successor agrees and proceeds to lease or take title to the Expanded Facility, or any part thereof, and any New Taxable Tangible Business Personal Property; (ii) the proposed assignee or successor is financially capable of ineeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent constitutes an Event of Default under this Agreement. Any lawful assignee or successor in interest of Company of all rights under this Agreement will be deemed "Company" for all purposes under this Agreement. 12. COMPLIANCE WITH LAWS, ORDtNANCES, RULES AND REGULATIONS. This Agreement is subject to all applicable Legal Requirements. 13. 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. 14. 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. 15. 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. 16. VENUE AND CHOICE OF LAW. If any action, whether real or asserted, at law or in equity, arises based on 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. 17. NO THIRD-PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assignee or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other persons or entities. 18. 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, Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 13 of 23 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 Expanded Facility, Real Property Improvements, Business 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 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 Business Personal Property Improvement Commitment will not be deemed to be an event of force majeure and will not, in such an event, operate to extend either the Completion Deadline - Real Property Improvements or Completion Deadline - BPP. 19. 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. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 21. 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. 22. 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. 23. CONFLICTS OF INTEREST. Neither the Expanded Facility 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. 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. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement will not be amended unless executed in writing by both parties and approved by the City Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 14 of 23 Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. EXECUTED as of the last date indicated below: [SIGNATURES AND EXHIBITS FOLLOW] Tax Abatement Agreement - 15 of 23 City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) CITY: � By: William Johnson (J n 29 202 1 46 CSTI William Johnson, Assistant City Manager Signed on this the day of J a n 29, 2025 , zoz4. FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: B\/: Rober��Jan29,202514:45CS 7 Name: Robert Sturns Title: Director, Economic Development Approved as to Form and Legality: L.��y C� B�; Larry Collis er(Jan 29 2025 � Name: Larry Collister Title: Sr. Assistant City Attorney 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. CGIG�I'le GDI'G�OK B�; Cherie 6ordon (Jan 29 2025 14� . Name: Cherie Gordon Title: Economic Development Coordinator dovovp pbp FOR>�aa City Secretary: p �oF��°°° � 009 � P d�� o-�d Ovo o=a° p�P'F °°a o°°°�`o ��c � .,��. �Q4 TEXASoti� ��04044 By: Name: Jannette Goodall Contract Authorization: M&C: Form 1295: Title: City Secretary ACKNOWLEDGEMENT STATE OF TEXAS § TARRANT COUNTY § BEFORE ME, the undersigned authority, on this day personally appeared William Johnson, Assistant City Manager of the CITY OF FORT WORTH, a Texas home-rule municipal corporation, 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. Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 16of23 GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2024. Notary Public in and for the State of Texas Notary's Printed Name Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 17 of 23 �' �� , �d�-� Title Signed on this the � day of J,aN ii �� ` , 202� ACKNOWLEDGEMENT STATE OF �GZ�'�'--Cal� § <j�-- il - {� COUNTY OF ��-u �n:,�;+ §�� - t� BEFORE ME, the undersigned authority, on this day personally appeared ��'�..L'�� C= ��-�cl i1n��✓ [name of person signing], V icC �,�C�Stbe-��T - 71-1-x [title of person signing], of Art Mortgage Borrower Propco 2010-5, 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/t1e executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this��V"�..a.::� - Sev�,t°�-�� day of _�:4Vv�to�-r2. ' 202�.' ��4+��il11/�� .. ��E aeeoT•,,� ^�''4y �� Qf�sEXp/9�� Notary Public in and for .� '�' • 5 c�'• 6- � ^� • the State of o�� `�:;��` '��'RY �: C3 = �'��O � � ��= � �:� � • V : � A '�- � � CO • O � TS It Fi ��Cf) '' �P7 ��"T� .. Y ;-� pvej�' �L: c!J ,: o. Notary's Printed Name :�° ti�' � 4 � �"d��'+ �� ,,R��, � ` s�e�s � �i. °'�!� T�fV (''. �v��`` �"��?..�yg�,�U� Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 18 of 23 — L � r � G�. w�n ✓ Printed Name EXHIBIT A DESCRIPTION AND MAP DEPICTING THE EXPANDED FACILITY LEGAL DESCRIPTION OF PROPERTY BEING A 21.8767 ACRE TRACT OF LAND SITUATED IN THE D. ODOM SURVEY, ABSTRACT NO. 1184, AND S.A. & G.R.R CO. SURVEY, ABSTRACT NO. 1464, IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, SAME BEING A PORTION OF LOT 3, BLOCK 1, HOBBS TRAILERS ADDITION, AN ADDITION TO THE CITY OF FORT WORTH ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 1758, PLAT RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8 INCH IRON ROD FOUND ON THE SOUTHWEST BOUNDARY LINE OF A TRACT OF LAND DESCRIBED IN WARRANTY DEED TO FORT WORTH AND DENVER RAILWAY COMPANY (PRESENTLY BURLINGTON NORTHERN RAILROAD CO.), RECORDED IN VOLUME 2990, PAGE 461, DEED RECORDS, TARRANT COUNTY, TEXAS, SAID POINT BEING THE NORTHEST CORNER OF LOT 1, BLOCK 1, HOBBS TRAILERS ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 388-79, PAGE 33, OF PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID POINT ALSO BEING THE MOST EASTERLY SOUTHEAST CORNER OF SAID 32.6170 ACRE TRACT OF LOT 3; THENCE NORTH 89 DEGREES 33 MINTUES 26 SECONDS WEST WITH THE NORTH LINE OF SAID LOT 1, BLOCK 1, A DISTANCE OF 826.11 FEET TO A 5/8 INCH IRON ROD FOUND, SAID CORNER BEING AT THE SOUTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN DEED TO SHALEHOUSE ROCK LTD, ALSO BEING DESCRIBED AS THE REMAINDER OF LOT 2, BLOCK 1, SAID HOBBS TRAILERS ADDITION ACCORDING TO THE PLAT RECORDED IN VOLUME 388-120, PAGE 87 PLAT RECORDS, TARRANT COUNTY, TEXAS THENCE NORTH 00 DEGREES 27 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID SHALEHOUSE ROCK TRACT, A DISTANCE OF 425.02 FEET TO A 5/8 INCH IRON ROD FOUND; THENCE NORTH 89 DEGREES 33 MINUTES 10 SECONDS WEST WITH THE NORTH LINE C)F SAID SHALEHOUSE ROCK TRACT A DISTANCE OF 1039.22 FEET TO A'/ INCH IRON ROD FOUND ON THE EAST RIGHT OF WAY LINE OF BLUE MOUND ROAD (A VARIABLEWIDTH PUBLIC R.O.W.) ALSO KNOWN AS F.M. NO. 156, SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 01 DEGREES 23 MINUTES 09 SECONDS, A RADIUS OF 5659.58 FEET, A CHORD DISTANCE OF 136.88 FEET WHICH BEARS NORTH 01 DEGREES 22 MINUTES 30 SECONDS WEST; THENCE NORTHERLY ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 136.88 FEET TO AN "X" FOUND IN A CONCRETE DRIVEWAY; THENCE NORTHERLY WITH SAID EAST RIGHT OF WAY LINE AND THE WEST LINE OF SAID 32.6170 ACRE TRACT THE FOLLOWING TWO (2) COURSES: NORTH 00 DEGREES 40 MINUTES 50 SECONDS WEST, A DISTANCE OF 127.38 FEET TO A 3/4 INCH IRON ROD FOUND; NORTH 01 DEGREES 31 MINUTES 21 SECONDS WEST A DISTANCE OF 217.60 FEET TO A 5/8 INCH IRON ROD FOUND; THENCE NORTH 89 DEGREES 58 MINUTES 42 SECONDS EAST A DISTANCE OF 1197.76 FEET ALONG A LINE DIVIDING SAID LOT 3 INTO TWO PORTIONS, TO A 5.8 INCH IRON ROD FOUND WITH Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 19 of 23 CAP STAMPED "BGT" FOR AN ANGLE POINT AND BEING IN SAID SOUTHWEST RAILROAD RIGHT- OF-WAY LINE; THENCE SOUTH 36 DEGREES 12 MINUTES 26 SECONDS EAST WITH SAID SOUTHWEST LINE A DISTANCE OF 1142.28 FEET TO THE POINT OF BEGINNING AND CONTAINING 952,951 SQUARE FEET, OR 21.8767 ACRES OF LAND MORE OR LESS. Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 20 of 23 EXHIBIT B TAX ABATEMENT APPLICATION Economic Development Incentive Application Consultant Infor�n�tion Datc 6i11/�024 Prqiect nni»c Pr�jert Blucbunnet Applicant I��lonnation Company Management Sercices. ConTact NameContact TitleTitle AddressAddress City, State ZIPCitv, Statc PhonePhone EmailE�nail Jiin Locell Mana�cr 10 Cilcnlakc Park�eay. South To�ver �600 Atlaitta. C�A 3U�� 678-431-09�1 � iimJocellla-umcriculd com Project Description Americold I.ogistics L1.0 I.LC \ame I (P FORT WORTHo ?: ompany AYA Todd Ohlandt Vlan��=in� Princip�l 1�30 Pcachtrcc St �F -=�-l0U Adanta. GA ;O:ov 917-282-I?fi� tod�l.uhlandttu.a��i;��nvoui�« com For full project context and description, plaase see the aYt��chc:d RFI preeiously submitted to the local cconomic de��clopment teams within Tarrant Counry and the City of I�'ort Worth. Project Lnpact: Project Bhiebonnet is cxpected to create 98 net ne�v jobs at an average s'alary of �-$65,000 per annum wl�ile incesting -$ I50,000,000 to expand Am�ricold's esistino facility at 4900 Blue Mound Road. Zlie pruject �c�ill also create hundreds of constniction jobs, dozens of indirect johs, and is rxpected to ieacticate a dorn�ant rail spur that �vould be a sienficant cafalyst for future deaelopment and economic �row-th for th� ama. Additionally. with the expansion expccted to add iiiore tl�an 55,000 cold storage pallet positions, the project will pro��ide mueh needed capacity f'or local grocery retailers, local restaurau[s, as well as supporting gro�vth for regional agnci4tural, life science, and food manutacturers. Financial Gap, Project Unpediment, or Multi-region Competition: L-conomic ineentives will plcry a critical role in the hnsiness case justification process nnd ti�il] l�elp detcnninc if`�vhedier tl�c pr�ject can feasibly more fo�ward at the f31ue Mound faeility. Gicen Amerieold's nationa] nehi�ork, seceral other geographies, both within Tex�s as ��ell as outside of' tt�e state, are beino �onsiclered and in competition for a finite numb�r of investment dollaTs that �vi11 be allocatcd bv the in��esM�ent committee ��°ith only the most attracti��e options to reciece funding. Btisiness Expansion or Relocation Continue to next section if not spplicabte Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 21 of 23 Descrihe the I�ecelopment leam: Selection process is under �vay and, if project is to move foi��ard, decisions �� i11 be �nade ui the coming �meeks. Project Partners: Selection process is under �vay and, if project is to move forr��ard, decisions will be made in the coming weeks_ Site Plan, Ilh�strations, and Other pocuments Preliminary site plans have been ecaluated for feasbility purposes, but fina( design is not vet a� ailable for sharine. Project Financial StaYements: Attach documents outlinin� project Sources & iJses�`, Capital Stack�`, and Pro Fornla*, lf available. *Tliese documents �vill not be relesased to the public. For Tff concideration, please also inchide a break do�vn of your public infr�astructure costs estimates. if Hotcl Project: Iotal Numher of Ke" \'.=� liital Sl �leetin > Space �_1 Project Site Details Eixisting ur I�Te�� F.xi;tiii� I��ci!it�� Hi,tori� Desi��natioo(�) [SelectJ �-}.i? % �;9 Cun'ent 1.and `� 1 072 161 A�a]iiationlmprocetz�ent, V aluation f udusirial Project �I�ypeil Other, Dcscribe- LSt. St.in Q4 20?6 _ O�} �02� Datel�:st Co�n��letion Date Project TvpeIf Other. �n.iustriaf Dcscrihc: Currenilv Ow�n Anticipated O�ti�ner�liip I'�rm oP Letlsc (Years) "i" Li��ht Industrial Current ZoningKequested ��, l�O1t1n�' Varianccs RecluimdDescril:e A ariance�: Capital Improvement & Investrnent Detaiis �l�otal Construction Co;ts `i 14� 000.000 t Iard Constructron Custs SSa 400 000 New Personal Propert� »��4U.000 }{istorie Tax Credits Annual R&D Espenscs Value of Inventory Est. Value of [mports Annual Patents Valiic oY Supplic, Lst. V�iluc of E:eport5 Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 22 of 23 Employmeut and Job Creation Cun�ent Employment 1 3 00 �c�*. Wage (of C�irrent) 548.700 New Employces (FTEs) 5�-00 1i�g. Wage (of Ncti��l 56�.000 Descriptiou of Existin� Positions and Ne�� Positions to be Adcted aud f�lirim? Sctiedule: Please utilize the "Employment Info" tab ro outlinc the number and a��erage annual salaries of existing, as wel] as ne�v en�ployees, by job cate�gory (executive, professional, etc.), as well as hiring schedule i'or new positions (i.e. how many new employees at Project Completion, Year 1, Year 3, and so fordi.) Other Incentive Rec�uests Do you intend to pursue abatement of Couuty taxes? Do you intend t�o pursue State Ecotlomic Development incentives? Description of Other Licentives Property 'Iax Abatement from Tarrant Count'y and possibly Che Skills DevelopmenC Funcl Con�dentiality & Disclosures Y"c�. State La�� and Citv of Fort Worth practice� and procedures �uard the coufidentiality of infonnation and materials submitted in application or neeotiation for econo�nic decelopmeut incenti��es (Scction »2.131: Confidentialitv o1 Certain F.iconomic De��elopment Negotiat�ion Infonnation). Uulesss othern� ise permitted by or coordinated with the applicant, all infonnation will be kept in strict con�dence except �vhere required under applicable state or Yederal la�v. City staff will coordinate �vith the applicant on infomiation disc(osures as necessazy to the inccntive re��iew a»d approcal process. Disclosure of Pinancial Interest [Is any person oc firnt receiving any fonn of compensation, commission or other monctary benetit based on t11e level of inccntive obtained by the applicant fi-o�n the City of Fort Worth? If yes, please explain and; or attach details.] }�vrm L295 Certificate oP Interested I'�uties State Iaw (Chapter 22G4, lexas Govemment Codej requires that all parties entcruib into an incentive agreement with the Ciry of Fort Worth must complere and submit a Fonn L9� Certificate of Interested Par[ies. Certain exceptions apply. City of Foi1 Worth Economic De�-elopment staff must receive a completed copy oi� the Form 1295 (��hich may be deli�'ered by email as a PDF) or an explanation of ��hy Company is excepted from this requirement (to be confitn�ed by Che City Attonieds Office before any proposal for incentices mav be presenlad to tbe City Council. Ihe Form 12J5 can be completed electr<» �ically at http:lh�'��v.ethics.state.tx.ush�-hatsne��/elf info_forni 129>.htm Tax Abatement Agreement - City of Fort Worth and Art Mortgage Borrower Propco 2010-5, LLC (Americold) 23 of 23 City of Fort Worth, Mayor and DATE: 10/15/24 Texas Council Communication M&C FILE NUMBER: M&C 24-0880 LOG NAME: 17AMERICOLD TA SUBJECT (CD 2) Authorize Execution of a Seven-Year Tax Abatement Agreement with Americold Realty Trust, Inc., ART Mortgage Borrower Propco 2010 - 5 LLC, or Affiliate, for the Expansion of a Cold Storage Facility at 4900 Blue Mound Road in Tax Abatement Reinvestment Zone No. 112, City of Fort Worth, Texas RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a seven-year tax abatement agreement with Americold Realty Trust, Inc., ART Mortgage Borrower Propco 2010 - 5 LLC, or affiliate for an expansion of their facility and operations at 4900 Blue Mound Road in Tax Abatement Reinvestment Zone No. 112, City of Fort Worth, Texas; and 2. Find that the terms of, and the property subject to, the Tax Abatement Agreement meet the criteria and guidelines set forth in the City of Fort Worth's General Tax Abatement Policy (Resolution No. 5709-02-2023). DISCUSSION: The purpose of this Mayor and Council Commincation is to approve a tax-abatement for expansion of a cold storage facility. Americold Realty Trust Inc. (Americold), is one of the largest termperature-controlled warehousing and distribution providers in the world and a dominant player in the U.S. market, owning or operating 239 temperature-controlled warehouses, including a current facility in Fort Worth at 4900 Blue Mound Road. Americold is proposing to expand its facility at 4900 Blue Mound Road, to use a larger footprint of the 21.88 acre site (Project Site), with updated building and equipment. In order to facilitate investment in Americold's facility, the City proposes to enter into a tax abatement agreement with Americold. The tax abatement will be tied to the amount of investment made by Americold and satisfaction of other project and spending requirements, as follows: Investment 1. Americold must expend a minimum of $68,000,000.00 in total construction costs at the Project Site on or before December 31, 2027; 2. Americold must install $55,000,000.00 in taxable business personal property (BPP) that is new to the City at the Project Site having a minimum taxable appraised value of $49,500,000.00 by January 1, 2028; and 3. Americold is voluntarily committing to expend or cause to be expended at least 15 percent of all hard and soft construction costs for the Project with contractors that are Business Equity Firms as defined in Chapter 20, Article X of the City Code. Failure to meet this commitment will result in a reduction of the tax abatement by 10 percent. Americold must provide a minimum of 85 additional full-time jobs at the Project Site on or before December 31, 2027, and maintain that level for the duration of the agreement, with an average salary of at least $65,000.00. The annual abatement will be forFeited for any year in which a$65,000.00 average salary minimum is not met. City Commitments: 1. The City will enter into a Tax Abatement Agreement with Americold for a term of seven years. 2. The amount of incremental City real property and BPP taxes to be abated in a given year will be equal to up to fifty percent (50%). The abatement is subject to company performance requirements as outlined above and as will be more specifically detailed within the Tax Abatement Agreement. This agreement will result in an estimated $5,049,971.00 in new incremental property tax associated with the Project being reduced by $2,524,985.00, resulting in the collection of $2.524.985.00 in net new incremental property tax revenue over the next seven-year period. The project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon final approval of the Tax Abatement Agreement, this agreement will have no material effect on the Fiscal Year 2025 Budget, any effect on expenditures and revenues will be incorporated nto the long-term financial forecast upon the Tax Abatement being officially granted. Submitted for City Manager's Office b� William Johnson 5806 Originating Business Unit Head: Robert Sturns 2663 Additional Information Contact: Cherie Gordon 6053