HomeMy WebLinkAbout060417-ARD1 - General - Contract - Carter Park East Phase 1, L.L.C. and Siemens Industry Inc.CSC No. 60417-ARD 1
STATE OF TEXAS
COUNTY OF TARRANT §
AMENDED AND RESTATED TAX ABATEMENT AGREEMENT
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between
the CITY OF FORT WORTH, TEXAS ("City"), a home -rule municipality organized under the
laws of the State of Texas; CARTER PARK EAST PHASE 1, L.L.C., a Delaware limited liability
company ("Carter") and SIEMENS INDUSTRY INC., a Delaware corporation ("Company").
RECITALS
A. On February 28, 2023, the City Council adopted Resolution No. 5709-02-2023,
stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines
and criteria governing tax abatement agreements entered into between the City and various parties,
entitled "General Tax Abatement Policy" ("Policy").
B. The Policy contains appropriate guidelines and criteria governing tax abatement
agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as
amended ("Code").
C. On September 12, 2023, the City Council adopted Ordinance No. 26417-09-2023
("Ordinance") establishing Tax Abatement Reinvestment Zone No. 106, City of Fort Worth, Texas
("Zone").
D. Carter owns property located at 7200 Harris Legacy Drive, including a vacant
building shell ("Current Structure") which is located within the Zone and is more specifically
described in Exhibit "A" ("Land"), attached hereto and hereby made a part of this Agreement for
all purposes. Contingent upon Company's receipt of the tax abatement herein (i.e. subject to
Company's termination right if the grant of such tax abatement is not approved), Carter leases the
Land and the Current Structure to Siemens Corporation (an Affiliate of the Company) which shall
provide the Company the right to occupy the Land and the Current Structure measuring at least
540,000 square feet, pursuant to an agreement between Siemens Corporation and the Company, on
terms and conditions that permit the buildout of the Current Structure for the purpose of assembly
and fabrication of switchgear and related activity (more specifically defined herein as the "Real
Property Improvements") to support Company's business operations, and in which Company will
install certain taxable business personal property on the Land, all as more specifically set forth in this
Agreement. The lease of the Land between Carter and Company ("Lease") will contain terms and
conditions consistent with those outlined in Exhibit "B", attached hereto and hereby made a part of
this Agreement for all purposes.
E. Under the Lease, Company is required to pay real property taxes on the Land and
all improvements thereon, including the Real Property Improvements. In order for the full tax
abatement necessary to provide incentive for this project to be undertaken, the City has been
requested to grant an abatement on real property taxes on improvements to the Land as well as an
abatement on taxes on New Taxable Tangible Personal Property (as defined in Section 2) located
on the Land. Section 312.204(a) of the Texas Tax Code permits the City to enter into an agreement
with the owner of the Land to abate taxes on the value of improvements located on the Land, or of
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
tangible personal property located on the Land, or both. Because Company must meet certain
employment and spending commitments in order for the City to grant the full amount of abatement
available hereunder on improvements to the Land, and because Company will be the owner or
lessee of New Taxable Tangible Personal Property that is subject to abatement hereunder, it is
necessary that both Carter and Company be parties to this Agreement.
F. As of May 9, 2023, Company submitted an application for tax abatement
("Applications") to the City concerning plans for development of the Land, including construction
of the Real Property Improvements, which Applications are attached hereto as Exhibit "B" for
reference purposes. Subsequent to tendering such Application, investment amounts have been
revised to reflect those amounts stated in this Agreement to those investment amounts reflected in
Section 4.1 and 4.2 below.
G. The contemplated use of the Land and the terms of this Agreement are consistent
with encouraging development of the Zone and generating economic development and increased
employment opportunities in the City, in accordance with the purposes for creation of the Zone, and
are in compliance with the Policy, the Ordinance and other applicable laws, ordinances, rules and
regulations.
H. Under this Agreement, Company is committed to invest a total of at least $125
million as follows: at least $70 million in Construction Costs for the Real Property Improvements and
at least $55 million towards the costs of New Taxable Tangible Personal Property to be installed in
the Current Structure (with such New Taxable Tangible Personal Property having a minimum taxable
appraised value of $45 million) all in connection with manufacturing business operations within the
Real Property Improvements. Company is also committing to provide new Full-time Jobs whose
average annual Salaries will equal at least $63,000.00. Therefore, the provisions of this Agreement,
as well as the proposed use of the Land and Current Structure and nature of the proposed Real
Property Improvements, as defined herein, satisfy the eligibility criteria for commercial/industrial tax
abatement pursuant to Section 4 of the Policy.
I. 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 Land.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
INCORPORATION OF RECITALS.
The City Council has found, and the City, Carter, 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.
Tax Abatement Agreement between
City of fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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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 seventy percent (70%) in
any year of the Abatement Term) of the City's incremental ad valorem real property taxes on any
improvements located on the Land (but not on the Land itself, which taxes will not be subject to
Abatement hereunder) and of the City's incremental ad valorem taxes on New Taxable Tangible
Personal Property, all calculated in accordance with this Agreement.
Abatement Term means the term of ten (10) consecutive years, commencing on January
1, 2026, and expiring on December 31 of the tenth (10th) year thereafter, in which Carter and
Company will receive the Abatement in accordance with this Agreement.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by, or controlling Company. For purposes of this definition, "control" means fifty
percent (50%) or more of the ownership determined by either value or vote.
Annual Salary Commitment has the meaning ascribed to it in Section 4.5.1.
Annual Salary Percentage has the meaning ascribed to it in Section 6.5.
Applications has the meaning ascribed to it in Recital F.
Certificate of Completion has the meaning ascribed to it in Section 5.
Code has the meaning ascribed to it in Recital B.
Completion Date means the date as of which all space that Company will operate within
the Real Property Improvements have received a certificate of occupancy (either temporary or
permanent). Completion of punchlist items shall not impact the Completion Date. A portion of the
Current Structure may remain vacant or be subleased and such shall not impact the Completion
Date.
Completion Deadline means December 31, 2024.
Compliance Auditing Term means the term of ten (10) consecutive years, commencing
on January I of 2025 and expiring on December 31 of 2035, in which the City will verify and audit
Carter's and 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, including directly -related contractor
fees, plus costs of supplies and materials, engineering fees, architectural and design fees,
construction management fees and permit fees. Construction Costs specifically excludes any real
property acquisition costs or rent payments or other costs required by the Lease.
Director means the director of the City's Economic Development Department.
Effective Date has the meaning ascribed to it in Section 3.
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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Event of Default means, subject to the limitations established in Section 7.1, 7.2, 7.3 and
18, a material breach of this Agreement by a party, either by act or omission, as more specifically
set forth in Section 7 of this Agreement.
First Operating Year, means the first full calendar year following the year in which the
Completion Date occurred.
Full-time Job means a job provided to one (1) individual by Company on the Land for at
least forty (40) hours per week or such number of hours per week that Company has accepted per
its agreement with the applicable union and/or such number of hours that is standard in Tarrant
County for an equivalent full-time job of such position.
Land has the meaning ascribed to it in Recital D.
Legal Requirements means federal, state and local laws, ordinances, rules and regulations,
including, but not limited to, all provisions of the City's charter and ordinances, as amended.
New Job has the meaning ascribed to it in Section 4.4.1.
New Taxable Tangible Personal Property means any personal property other than
inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is located on the
Land; (iii) is owned or leased by Company and used by Company for the business purposes outlined
in this Agreement; and (iv) was not located in the City prior to the period covered by this Agreement
and subject to the City's ad valorem business personal property tax.
4.2.
Ordinance has the meaning ascribed to it in Recital C.
Overall Employment Commitment has the meaning ascribed to it in Section 4.4.1.
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Overall Improvement Percentage has the meaning ascribed to it in Section 6.2.
Personal Property Improvement Commitment has the meaning ascribed to it in Section
E2!jEy 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 as such term is defined in Recital D above, and 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.
Salary 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, or any discretionary bonuses.
Second Operating Year means the second full calendar year following the year in which
the Completion Date occurred.
Term has the meaning ascribed to it in Section 3.
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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Zone has the meaning ascribed to it in Recital C.
3. TERM.
The effective date of this Agreement is September 12, 2023 ("Effective Date") and, unless
terminated earlier in accordance with its terms and conditions, expires simultaneously upon
expiration of the Abatement Tern ("Term").
4. OBLIGATIONS AND COMMITMENTS RELATED TO ABATEMENT.
4.1. Real Property Improvements.
Carter and Company must expend or cause to be expended at least Sixty Million
Dollars ($60,000,000) by the Completion Deadline and another Ten Million Dollars
($10,000,000) by December 31, 2025 for a total of Seventy Million Dollars and Zero Cents
($70,000,000.00) in Construction Costs for the Real Property Improvements, and the
Completion Date for the Real Property Improvements must occur on or before the
Completion Deadline ("Real Property Improvement Commitment"). Carter may perform
this obligation in full by permitting Company to make or cause to be made the Real Property
Improvements pursuant to the Lease. Funds expended by Company's Affiliate, Siemens
Corporation, in Real Property I►nprove►nents shall qualify towards such expenditure
requirement, and the construction management fees for the design and construction of the
Real Property Improvements for which the Company is liable to Siemens Real Estate, a
division of Siemens Corporation, shall be included in the Construction Costs for Real
Property. Failure to meet the Real Property Improvement Commitment constitutes an Event
of Default.
4.2. Personal Property Improvements.
4.2.1. On or before January 1, 2025, the Company shall spend a minimum of
Forty -Five Million Dollars ($45,000,000), and by January 1, 2026 another Ten Million
Dollars ($10,000,000) for a total of Fifty -Five Million dollars ($55,000,000) towards the
acquisition and installation of New Taxable Tangible Personal Property on the Land having
an initial minimum taxable appraised value of at least Forty -Five Million Dollars and Zero
Cents ($45,000,000.00) ("Personal Property Improvement Commitment") which shall
be in place on the Land. Failure to meet the meet the Personal Property Improvement
Commitment constitutes an Event of Default.
4.2.2. The Personal Property Improvement Commitment is an obligation of the
Company only, and Carter does not have any responsibility to ensure that the Personal
Property Improvement Commitment is met.
4.2.3. The value of the New Taxable Tangible Person Property is determined
solely by the appraisal district having jurisdiction over the Land at the time and reflected in
the certified appraisal roll received by the City from such appraisal district in such year.
4.3. Intentionally Deleted.
Tax Abatement Agreement between
City of Port Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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4.4. Employment Commitment.
4.4.1. Company must employ and retain the following number of new Full -Time
Jobs on the Land by the dates set forth below ("Overall Employment
Commitment"). Company must retain all new Full -Time Jobs on the Land from
and after the dates set forth below through the Term of this Agreement (each a
"New Job"). A Full -Time Job will be considered new if the individual was hired
on or after June 2, 2023, which is the date of the Company's execution of the terms
sheet.
A. Company must employ and retain a minimum of 167 Full -Time
on or before December 31, 2024.
b. Company must employ and retain a minimum of 715 Full -Time
Jobs on the Land on or before December 31, 2026.
4.4.2 The Overall Employment Commitment is an obligation of the Company
only, and Carter does not have any responsibility to ensure that the Overall Employment
Commitment is rnet in any given year.
4.4.3 Determination each year of compliance with the following Employment
Commitment will be based on the employment data provided by Company to the City for
the year under evaluation.
4.5. Average Annual Salary.
4.5.1 In each year of the Compliance Auditing Term, the average annual Salary,
measured on a calendar year basis, for at all of the Full -Time Jobs provided and filled on
the Land pursuant to this Agreement, regardless of the total number of such Full-time Jobs,
must equal at least Sixty -Three Thousand Dollars and Zero Cents ($63,000.00) ("Annual
Salary Commitment"). The Annual Salary Commitment is an obligation of the Company
only, and Carter does not have any responsibility to ensure that the Annual Salary
Commitment is met in any given year.
4.5.2. Determination each year of compliance with the following Annual Salary
Commitment will be based on the employment data provided by Company to the City for
the year under evaluation.
4.6. Reports and Filings.
4.6.1. Final Construction Report.
Within sixty (60) calendar days following the Completion Date, in order for the
City to assess whether Carter and Company expended or caused to be expended at least
Sixty Million Dollars ($60,000,000) in Construction Costs for the Real Property
Improvements by the Completion Deadline, Carter and Company must provide the
Director with a report in a form reasonably acceptable to the City that specifically outlines
the Construction Costs expended for the Real Property Improvements, together with
supporting invoices and other documents necessary to demonstrate that such amounts were
actually paid, including, without limitation, unconditional lien waivers signed by the
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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general contractor for the Real Property Improvements. Attached hereto as Schedule 4.6
is a form reasonably acceptable to the City ("Construction Costs Report"). Additionally,
the Company shall submit a subsequent updated Construction Costs Report in the same
form as Schedule 4.6 by February 28, 2026 reflecting at least Seventy Million Dollars and
Zero Cents ($70,000,000.00) in Construction Costs for the Real Property Improvements.
4.6.2. Annual Employment Report.
On or before March 15, 2025, and of each year thereafter for the remainder of the
Compliance Auditing Term, in order for the City to assess the degree to which Company
met in the previous year the Overall Employment Commitment and the Annual Salary
Commitment, Company must provide the Director with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals who held Full -Time
Jobs on the Land, as well as the Salary of each, all as of December 31 (or such other date
requested by Company and reasonably acceptable to the City) of the previous calendar
year, together with reasonable supporting documentation. Attached hereto as Schedule 4.6
is a form reasonably acceptable to the City.
4.6.3. General.
Company will supply any additional information reasonably requested by the City
that is pertinent to the City's evaluation of compliance with each of the terms and
conditions of this Agreement, provided Company shall not be required to provide
confidential and/or proprietary data in a form that the City will not or cannot keep
confidential (including requests covered by the Texas Public Information Act and/or
similar ordinance propagated by the City). However, the Company shall allow the City to
view such information in a manner in which facilitates City's verification of information
but is able to remain confidential.
4.7. Inspections of Land and Improvements
4.7.1. At any time during Company's normal business hours throughout the
Term, the City will have the right to inspect and evaluate the Land, and any improvements
thereon, and Company will provide full access to the same, in order for the City to monitor
compliance with the terms and conditions of this Agreement. Company will use reasonable
efforts to cooperate fully with the City during any such inspection and evaluation.
4.7.2. 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.
4.8. 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, 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 must make
all Records available to the City on the Land or at another location in the City acceptable
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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to both parties following prior notice and will otherwise use reasonable efforts to cooperate
fully with the City during any audit. If the City does not or cannot agree to keep
confidential and/or proprietary data within the Record confidential (including due to
potential request covered by the Texas Public Information Act and/or similar ordinance
propagated by the City), the Company shall allow the City to view such information in a
manner in which facilitates City's verification of information but ensures such confidential
and/or proprietary data remains confidential.
4.9. Use of Land.
The Land and any improvements thereon, including, but not limited to, the Real
Property Improvements, must be used at all times during the Term of this Agreement for
Company's lawful business operations, as set forth in this Agreement, and otherwise in a
manner that is consistent with the general purposes of encouraging development or
redevelopment of the Zone.
4.10. Abatement Application Fee.
The City acknowledges receipt from Company of the required Application fee of
Two Thousand Five Hundred Dollars ($2,5000.00).
5. CERTIFICATE OF COMPLETION.
Within ninety (90) calendar days following receipt by the City of the Construction Costs
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 reasonably verify
that Construction Costs of at least Sixty Million Dollars ($60,000,000) for Real Property
Improvements by the Completion Deadline and that the Completion Date occurred on or before
Completion Deadline, the Director will issue Carter and Company a certificate stating the current
amount of Construction Costs expended for the Real Property Improvements ("Certificate of
Completion"). The City and/or the Director may not arbitrarily or unreasonably withhold, delay
or refuse its verification and issuance of a Certificate of Completion verify such applicable matter,
if the Company has provided reasonable documentation of the investment in Real Property
Improvements and the Completion Date such documentation to include witnessed certifications by
the Company's officers.
6. TAX ABATEMENT.
6.1. Generally.
6.1.1. Subject to the terms and conditions of this Agreement, provided that on or
before the Completion Deadline, the applicable portion of the Real Property Improvement
Commitment has been satisfied and Project Completion has occurred, and the applicable
portion of the Personal Property Improvement Commitment has been met by January 1,
2026, then the City will grant an Abatement in each year of the Abatement Term.
However, it shall remain an Event of Default if by December 31, 2026, and by January 1,
2027, the complete Real Property Improvement Commitment and Personal Property
Improvement Commitment have not both been respectively satisfied.
6.1.2. The amount of each Abatement that the City grants during such years will
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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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 will 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, which percentage will equal
the sum of the Overall Improvement Percentage, the Overall Employment Percentage, and
the Annual Salary Percentage, as set forth below (not to exceed seventy percent (70%)).
6.2. Real Property Improvement and Personal Property Commitments (50%).
City will grant an abatement to Company equal to fifty percent (50%) of the overall
Abatement ("Overall Improvement Percentage") if Company meets both the Real
Property Improvement Commitment and Personal Property Commitment.
6.3. Intentionally deleted.
6.4. Overall Employment.
6.4.1. A percentage of the Abatement will be based on the extent to which the
Company meets the Overall Employment Commitment in each given year of the
Abatement Term as set forth in Sections 4.5.1(a) and (b) ("Overall Employment
Percentage"). The Overall Employment Percentage for each Abatement will equal the
product of ten percent (10%) multiplied by the percentage by which the Company met the
Overall Employment Commitment in the previous calendar year, which will be calculated
by dividing the actual number of Full -Time Jobs provided on the Land in the previous year
by the number of Full -Time Jobs constituting the Overall Employment Commitment for
that year.
6.4.2. For example, if Company only employed 134 individuals with Full -Time
Jobs on the Land in 2024 instead of the required 167, the Overall Employment Percentage
for the following year (2025) would be 8% instead of 10% (or .1 x [ 134/167]), or .10 x .80,
or .08. If the Overall Employment Commitment is met or exceeded in any given year, the
Overall Employment Percentage for the Abatement in the following year will be ten
percent (10%).
6.5. Annual Salary (10%).
A percentage of the Abatement will be based on whether Company meets the
Annual Salary Commitment ("Annual Salary Percentage"). If Company ►net the Annual
Salary Commitment in a given year, the Annual Salary Percentage for the Abatement in
the following year will be ten percent (10%). If Company does not meet the Annual Salary
Commitment in a given year, Company and Carter will forfeit the entire Abatement to
which they would otherwise have been entitled in the following year.
6.6. Abatement Limitations.
The amount of real property taxes to be abated in a given year will not exceed one
hundred fifty percent (150%) of the amount of the minimum Real Property Improvement
Commitment and the minimum taxable appraised value of Personal Property Improvement
Commitment multiplied by the City's tax rate in effect for that same year. As a formula,
this would be expressed as $115,000,000 (minimum Property Improvement and Personal
Tax Abatement Agreement between
City of Port Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
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Property Commitments) x 1.5 x City's Tax Rate. The City and Company acknowledge
that the Abatement cap is an annual cap and not an aggregate cap.
DEFAULT TERMINATION AND FAILURE TO MEET VARIOUS DEADLINES
AND COMMITMENTS.
7.1. Failure to Meet Real Property Improvement and Personal Property
Commitments.
Notwithstanding anything to the contrary herein other than Section 18 Force
Majeure below, if the Company does not meet both the Real Property Improvement
Commitment and Personal Property 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 Carter and Company without further obligation to Carter or Company
hereunder.
7.2 Failure to Meet the Overall Employment Commitments.
If the Company does not meet 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 Annual Salary Commitment.
Notwithstanding anything to the contrary herein other than Section 18 Force
Majeure below, if the Company fails to meet the Annual Salary Commitment in any year
of the Compliance Auditing Term, an Event of Default will not occur, but Carter and
Company will forfeit the entirety of the Abatement that would otherwise have been granted
in the following year. In this event, an Abatement will be deemed to have been granted in
that year for purposes of calculating the remaining number of years in the Abatement Term
and the number of future Abatements that Carter and Company will be entitled to receive.
7.4. Knowing Employment of Undocumented Workers.
Company acknowledges that effective September 1, 2007, the City is required to
comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1 196 (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 ►vill not knowingly employ an undochhnhented ivorker, as that tern:
is defined by Section 2264.00](4) of the Texas Government Code. In the event that
Conhpany, or any branch, division, or department of Company, is convicted of a violation
under 8 U.S. C. Section 1324a(/) (relating to federal criminal penalties and injunctions for
a pattern or practice of employing unauthorized aliens) and such violation occurs during
the Term of this Agreement:
• if such conviction occurs during the Ternh of this Agreement, this Agreement will
terminate contenhporaneously upon such conviction (subject to any appellate
rights that may lawfully be available to and exercised by Company) and Conhpai�j�
'rax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens industry, Inc.
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must repay, ►vihin one hundred tiventy (120) calendar days follolving receipt of
written demand from the City, the aggregate amount of Abatement received by
Company hereunder, if any, plus Simple Interest at a rate of t►vo percent (2%) per
annual based on the amount of Abatement received in each previous year as of
December 31 of the tax year for which the Abatement was received, or
if such conviction occurs after expiration or termination of this Agreement,
subject to any appellate rights that may la►vfully be available to and exercised by
Company, Company Hurst repay, within one hundred t►venty (120) calendar days
following receipt of ►vritten demand from the City, the aggregate amount of
Abatement received by Company hereunder, if any, plus Simple Interest at a rate
of t►vo 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 theAbatement was
received.
For the purposes of this Section 7.6, "Simple Interest" is defined as a rate of interest applied
only to an original value, in this case the aggregate amount of Abatement. This rate of interest
can be applied each year but will only apply to the aggregate amount of Abatement and is
not applied to interest calculated. For example, if the aggregate amount of Abatement is
$10,000 and it is required to be paid back with two percent (2%) interest five years later, the
total amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000.
This Section 7.6 does not apply to convictions of any subsidiary or affiliate entity of
Company, by any franchisees of Company, or by a person or entity with whom Company
contracts. Notwithstanding anything to the contrary herein, the parties agree that the
Abatement is a "public subsidy" (as that term is defined in Section 2264.001, Texas
Government Code) for the benefit of Company and that, accordingly, this Section 7.6 does
not apply to carter. This Section 7.6 will survive the expiration or termination of this
Agreement.
7.5. Foreclosure on Land or Real Property Improvements.
Subject to Section 11, the City will have the right, during the Abatement Term, to
terminate this Agreement immediately upon provision of written notice to Carter and
Company of both of the following events:
(a) (i) the conveyance of the Land or the Real Property Improvements pursuant to
an action to foreclose or otherwise enforce a lien, mortgage or deed of trust on the
Land or the Real Property Improvements; (ii) the involuntary conveyance to a third
party of the Land or the Real Property Improvements; (iii) execution of any
assignment of the Land or Real Property Improvements or deed in lieu of
foreclosure to the Land or Real Property Improvements; or (iv) appointment of a
trustee or receiver for the Land or Real Property Improvements and such
appointment is not terminated within one hundred twenty (120) calendar days after
the appointment (collectively "Landlord Insolvency") occurs and
(b) the Company terminates its Lease with Carter or the successor landlord as a
result of such Landlord Insolvency. However, if the successor Landlord is
bound by this Agreement and the Company remains a tenant on the Land despite
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
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such Landlord insolvency, and continues to operate on the Land, the Agreement
shall not be terminated pursuant to this Section 7.5.
7.6. Failure to Pay Taxes or Non -Compliance with Other Legal Requirements.
An Event of Default will 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 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
Land; 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
in accordance with Section 10 of such failure or violation.
7.7. General Breach.
In addition to Sections 7.1, 7.4, 7.5, and7.6 but subject to Section 18, 7.3 and 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 in accordance with
Section 10 below. Subject to Sections 7.1 in the event that any Event of Default hereunder
remains uncured after thirty (30) calendar days following receipt of such written notice (or,
if the defaulting party has diligently and continuously attempted to cure following receipt
of such written notice but reasonably requires more than thirty (30) calendar days to cure,
then such additional amount of time as is reasonably necessary to effect cure, as determined
by both parties mutually and in good faith), the non -defaulting party will have the right to
terminate this Agreement, effective immediately, by providing written notice to the
defaulting party.
7.8. Statutory Damages.
7.8.1 Company acknowledges and agrees that termination of this Agreement
due to an Event of Default by Company that has not been cured within the applicable cure
period will (i) harm the City's economic development and redevelopment efforts on the
Land and in the vicinity of the Land; (ii) require unplanned and expensive additional
administrative oversight and involvement by the City; and (iii) be detrimental to the City's
general economic development programs, both in the eyes of the general public and by
other business entities and corporate relocation professionals, and Company agrees that the
exact amounts of actual damages sustained by the City therefrom will be difficult or
impossible to ascertain.
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 as a result of an uncured
Tax Abatement Agreement between
City of Port Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 12 of 2l
Execution Copy
Event of Default and that this Section 7.11 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 Land and over any taxable tangible personal
property located thereon. Otherwise, this amount will be due, owing, and paid to
the City within sixty (60) calendar days following the effective date of termination
of this Agreement.
7.8.5 In the event that all or any portion of this amount is not paid to the City
within sixty (60) days following the effective date of termination of this
Agreement, 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).
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Carter and Company will operate as independent
contractors in each and every respect hereunder and not as agents, representatives or employees of
the City. As to the City, Carter and Company will have the exclusive right to control all details and
day-to-day operations relative to the Land 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. Carter and Company acknowledge that the doctrine of
respondeat superior will not apply as between the City and Carter or Company, their officers,
agents, servants, employees, contractors, subcontractors, licensees, and invitees. Carter and
Company further agree that nothing in this Agreement will be construed as the creation of a
partnership or joint enterprise between the City and Carter or Company.
9. INDEMNIFICATION.
COMPANY AND CARTER, AT NO COST TO THE CITY, AGREE TO DEFEND,
INDEMNIFY AND HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANYAND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OFANYKIND THA TARE
CLAIMED AGAINST THE CITY BYA THIRD PARTY, INCLUDING, BUT NOT LIMITED
TO, THOSE FOR PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO A COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING DEATH, TO THE EXTENT THAT SUCH 3rd PARTY
CLAIM MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S OR
CARTER'S BREACH OFANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
CARTER OR COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE
REAL PROPERTY IMPROVEMENTS, THE LAND AND ANY OPERATIONS AND
ACTIVITIES THEREON; OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT OTHERWISE BY CARTER OR THE COMPANY. THIS SECTION WILL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 13 of 21
Execution Copy
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, by delivery by reputable overnight courier or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
200 Texas Street
Fort Worth, Texas 76102
With copies to:
City Attorney at the same address and the
Director at:
City of Fort Worth
Attn: Director
Economic Development
1150 South Freeway
Fort Worth, Texas 76104
Company:
Siemens Industry, Inc.
100 Technology Drive
Alpharetta, GA 30005
Attn: President & CEO
With Copies To:
Siemens Industry, Inc.,
1000 Deerfield Parkway
Buffalo Grove, IL
Attn: Legal Department
Carter Park East Phase 1, LLC
Attn: DF W Asset Manager
Address: 1717 McKinney Ave., Suite 1900
Dallas, Texas 75202
11. EFFECT OF SALE OF LAND AND/OR REAL PROPERTY IMPROVEMENTS;
ASSIGNMENT AND SUCCESSORS.
11.1. Carter may assign this Agreement without the consent of the City Council,
provided that Carter gives written notice to the City of the name and contact information for Cartel -
assignee or successor in interest. Any lawful assignee or successor in interest of Carter of its rights
under this Agreement will be deemed "Carter" for all purposes under this Agreement.
11.2. 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 Land and owns or leases any New Taxable Tangible Personal Property or (b) a successor to
Company by sale, 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.
11.3. 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 Land and any New Taxable Tangible
Personal Property; (ii) the proposed assignee or successor is financially capable of meeting the terms
and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of
a written agreement with the City under which the proposed assignee or successor agrees to assume
and be bound by all covenants and obligations of Company under this Agreement. Any attempted
assignment without the City Council's prior consent constitutes an Event of Default under this
"rax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page 14 of 21
Execution Copy
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, ORDINANCES, 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 retraining 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 on the basis of any
provision of this Agreement, venue for such action will lie in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas — Fort Worth Division.
This Agreement will be construed in accordance with the laws of the State of Texas.
17. NO THIRD -PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City, Cal -ter,
and Company, and any lawful assign or successor of Carter or 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, shortages or unavailability of labor or materials, unreasonable delays by the
City (include delays caused by the then -current workload of the City department(s) responsible for
undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy
or conducting any inspections of or with respect to the Land and Project Improvements, or other
circumstances which 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
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page 15 of 21
Execution Copy
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 Lnprovement Commitment or the Personal Property
Commitment will not be deemed to be an event of force majeure and that this Section 18 will not
operate to extend the Completion Deadline in such an event.
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. 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/digitally inserted via software such as Adobe Sign.
22. 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.
23. 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.
24. CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any member of
the City Council, any member of the City Plan or Zoning Commission or any member of the
governing body of any taxing unit with jurisdiction in the Zone.
25. NO LIAIBLITY TO CARTER
Carter is consenting to the provisions of this Agreement as an accommodation to, and at
the request of, Company. Accordingly, notwithstanding anything to the contrary contained herein,
in no event will Cat -ter be responsible for any damages, clawbacks, fees, penalties, interest, or
increase in ad valorem taxes as a result of any default under this Agreement, except to the extent is
directly caused by Carter.
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 16 of 21
Execution Copy
26. AUTHORITY TO EXECUTE AGREEMENT
Each Party represents that it has obtained all necessary approvals, consents and
authorizations to enter into this Agreement and to perform its duties under this Agreement; the
person executing this Agreement on its behalf has the authority to do so; upon execution and
delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in
accordance with its terms; and the execution, delivery, and performance of this Agreement does
not violate any bylaw, charter, regulation, state or federal law or any other governing authority of
the Party.
27. 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, Carter, and
Company, and any lawful assign and successor of Carter or Company, as to the matters contained
herein. Any prior 01' 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 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 ACKNOWLEDGEMENTS IMMEDIATELY FOLLOW ON NEXT FOUR
(4) PAGES]
'fax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 17 of 21
Execution Copy
CITY:
CITY OF FORT WORTH,
A Texas home -rule municipal corporation
13,,��1�,¢l�
Dana Buiglidofl IA,, S =0=G 1r_ 3J3 CDT
By:
Dana Burghdoff
Assistant City Manager
Date: 04/08/2026
COMPANY:
SIEMENS INDUSTRY, INC.,
A Delaware corporation
By: `6 -,-, e.
Name: fl:3A"-4 C. pbwe-h
Title: F64* -- I NAB
Date: al 9 .0 b
By. � Nafro: ANOW c, SAIA Icl
Title: RC AS' OF f IN NE- ► EP Ni4
Date: 19 I +3l0
CARTER PARK EAST PHASE 1, L.L.C.
A Delaware limited liability company
By: Carter Park East Investor, L.L.C.,
A Delaware limited liability company, its
managing member
By:
Name: Matthew E. Colter
Title: Vice President
Date:
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 18 of Zl
Execution Copy
CITY: COMPANY:
CITY OF FORT WORTH, SIEMENS INDUSTRY, INC.,
A Texas home -rule municipal corporation A Delaware corporation
15"441g!64 G
By: Dana Burghdoff�Ap,8.2026160" _7CDTj
By:
Dana Burghdoff
Name:
Title:
Assistant City Manager
Date: 04/08.49 26
Date:
By:
Name:
Title:
Date:
CARTER PARK EAST PHASE 1, L.L.C.
A Delaw li 'ted I bility compa
By:
Name: Courtne elps
Title: Sr. VP, As et Management
Date: Sr.
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page IS of21
Execution Copy
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name:
Title:
JessiRo(Apr 1, 2026 18:39:23 CDT)
Jessica Rogers
Director, Economic Development
Approved as to Form and Legality
Lutror#Kce-G. Coa(-Sler
By:
Name: Larry Collister
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0708 and 25-0854
Form 1295: 2023-1069566
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.
By:
Name
Title:
'�_9--
Cherie Cordon (Mar 31, 2026 10:34:00 CDT)
Cherie Gordon
Business Development Coordinator
City Secretary:
d4FFoar°Qa
C
�,?.*JL,
�d°pn>EZPsaa
By:
Name: Jannette Goodall
Title: City Secretary
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 19 of 21
Execution Copy
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CITY OF FORT WORTH.
a Texas home -rule municipal corporation
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared Jes McEachern,
Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under
the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT
WORTH, that he was duly authorized to perform the same by appropriate resolution of the City
Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT
WORTH for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
.2025.
Notary Public in and for
the State of Texas
Notary's Printed Name
Tax Abatement Agreement between
City of Port Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page 20 of 21
Execution Copy
SIEMENS INDUSTRY, INC.
a Delaware corporation:
STATE OF1., §
COUNTY OF § p
BEFORE M , the undersi ned authority, on this day personally appeared
pAs-A, V)5f SIEMENS INDUSTRY, INC., a Delaware corporation,
known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that s/he executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of SIEMENS INDUSTRY, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this G% day
of , 2026.
Paula Quirk
Notary Public in and for NOTARY PUBLIC
the State of Forsyth County, GEORGIA
_�C, u. � c. & u I.A lL My Commission Expires 04/01/202f.
Notary's Printed Name
SIEMENS INDUSTRY, INC.
a Delaware corporation:
STATE OFA
COUNTY OF� § nn AA
BaFTE ME, the undersigned authority, on this day personally appeared
=-b, ,EPIV 1 of SIEMENS INDUSTRY, INC., a Delaware corporation,
known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that s/he executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of SIEMENS INDUSTRY, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of�r.�s�t� , 2026.
�s,uj Paula Quirk
Notary Public in and for
the State ofc o-t.—
Notary's Printed Name
N_'L« (j u l,CK
NOTARY PUBLIC
Forsyth County, GEORGIA
My Commission Expires 04/01/2026
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page 21 of 21
Execution Copy
SIEMENS INDUSTRY, INC.
a Delaware corporation:
STATE OF §
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
of SIEMENS INDUSTRY, INC., a Delaware corporation,
known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that s/he executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of SIEMENS INDUSTRY, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2025.
Notary Public in and for
the State of
Notary's Printed Name
CARTER PARK EAST PHASE 1, LLC
A Delaware limited partnership
1
STATE OF §
COUNTY OF §
day of
BEFORE ME, the undersigned authority, on this day personally appeared Courtney
Phelps of Carter Park East Phase 1, L.L.C., a Delaware limited
liability company, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that s/he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of Carter Park East Phase
1, L.L.C.
Y>
GIVEN UNDER MY HAD AND SEAL OF OFFICE this day of
A Ar (A A .2025. n
Notary Public i and for
the State of- W(-1
V vt
Notary's Printed Name
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 21 of 21
Execution Copy
ONo..*Y o0,4
CHEYENNE DENDY
Notary ID #133493414
;,�or�,:
My Commission Expires
December 15, 2029
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE LAND
BEING a 43.0695 acre 0,976.$77 squam fett) tW of bred siumbW in the Shelby County Schod Land Survey. Tracts 2, and 4. Abse W No.
1375, City of Fort Worth, Tawant County. Texas, be4ng a-1 of Lot 11, BJock k Carty Paste East am aetosion eo the City of Fort Wohh. Texas
acw&g to ttw p'zt reoor m InslL,vnent Nm D2210CW2 of the CtMW Putr t Rem" of Tarrant Cowry. Texas.
EXHIBIT B
LEASE TERMS
LEASE ABSTRACT
Property Address:
Property Owner:
Tenant:
Rentable Area:
Lease Term (including renewal extension):
Tenant's Share of CAM and taxes on the
Building:
Party Responsible For Cost of
7200 Harris Legacy Drive
CARTER PARK EAST PHASE 1, L.L.C.
Siemens Corporation
549,780 rentable square feet
12/31/2035
100%
Real Property Taxes on the Building Tenant (via reimbursement to Landlord)
and any improvements in the Building (Section 8 and Section 3(e) of Lease)
Tenant's Business Personal Property Tenant (direct to applicable municipality)
(Section 8 of the Lease)
Buildout / Tenant Improvements
Landlord's Address
Tenant's Address
Tenant enters into direct contract for design and
construction of the Buildout and TI.
Carter Park East Phase 1, L.L.C.
c/o Clarion Partners
1717 McKinney Ave., Suite 1900
Dallas, Texas 75202-1236
Attention: Jack Stamets
Siemens Real Estate
(a Division of Siemens Corporation)
200 Wood Avenue South, Suite 200
Iselin, New Jersey 08830
Attention: Lease Administration
EXHIBIT C
TAX ABATEMENT APPLICATION
FORT WORTH®
Economic Development Incentive Application
CONFIDENTIAL: Tex. Gov't Code § 552.131(a)(1);(2).
" Information relates to economic development negotiations Date 5/22/2023
Project name Project Moonshot
Applicant Information
Company
Contact Name
Title
Address
City, State ZIP
Siemens Industry, Inc. ("Company")
Joe Retoff
Consultant Information
Company
Miller Canfield
Contact Name Grant Williams
Location Management Unit Head Title
Outside Counsel
Address 840 W Long Lake Suite 150
City, State ZIP Troy, MI
Phone (512)924-4132 Phone (517)605-2626
Email joseph.retoff@siemens.com Email williamsg@millercanfield.com
Project Description
The project will establish an advanced manufacturing plant for production of low voltage switchgear and switch boards. The current
global demand for low voltage switchgear has skyrocketed, in part due to increased construction, expansion of manufacturing
operations and growing use of sustainable energy. These factors are predicted to drive significant continued demand over the next
ten years. In particular, given the quality, efficiency and reliability of Siemens products, the demand for Siemens products is far
outpacing current production capabilities. The goal of Project Moonshot is to address the increasing demand by establishing an
additional production facility with over 715 new full-time well paid jobs (average annualized wages of $63,000) and an initial capital
investment exceeding $143,000,000. The Company anticipates the capital investment to be comprised of $80,000,000 in real
property improvements and another $63,000,000 in machinery, equipment and other trade fixtures to equip the facility. A project of
this size would bring significant benefit to Fort Worth, including pouring over $41,000,000 in wages each year directly into the local
economy, as well as providing additional millions in state and local taxes. Please also see the attached revised Request For
Proposal which was provided as an introduction to the Project.
Project Impact:
The Company estimates that the Project will pour over $41,000,000 per year in direct wages into the local economy. The Project, if
the City of Fort Worth is selected, would be located within an Enterprise Zone. The Company anticipates many of the positions
would be filled with individuals who reside within Enterprise Zones. Additionally the Company estimates that the Project would
generate $4,950,000 in sales taxes just as a result of construction of the improvements. Considerable additional sales taxes would
be generated over the years operation. The Company also estimates the Project would generate over $20,000,000 in real and
personal property taxes in its first 10 years and $500,000 in inventory taxes annually.
Financial Gap, Project Impediment, or Multi -region Competition:
The Company carefully selects new manufacturing sites after considering various factors, including economic incentives. Currently,
the Company is exploring two locations, the potential site in Fort Worth and another potential location where real property taxes will
be exempted (creating the potential for savings of up about $1.5M annually). Such potential savings will be a significant factor in
any decision by the Company.
The Company considers many unique factors when choosing a new manufacturing site, including access to transportation, the
availability of a skilled workforce, and the cost of doing business. They also look at economic incentives, such as incentives that
abate or rebate a portion of the property, inventory and sales tax generated by the project, as such are needed to offset the steep
cost of establishing a new manufacturing facility. One facet of Siemens' successful is that its site selection and investments takes
into account the net cost after accounting for all unique costs and benefits of all sites under consideration.
A favorable decision for the selection of the Fort Worth becomes problematic without the provision of economic development
incentives given the potential subtantial saving in real property taxes available at the competing site.
Business Expansion or Relocation
Continue to next section if not applicable
Form of Business
Publicly Traded
Years in Operation
Industry
Corporation If other, describe
No Ticker Symbol
Siemens Industry, Inc is the applicant
and was formed November 28 1972.
The applicant is a part of the
Siemens AG corporate family of
companies ("Siemens") which has
been operating for 175 years.
https://www.siemens.com/globallen/c
ompany/about/history.html Parent Company
Advanced Manufacturing Power NAICS
Ultimate Parent = Siemens AG
335313
Global - Link for US Locations below
https://www.siemens.com/us/en/com
Expansion or Relocation Expansion Current Location: pany/siemens-in-the-usa.html
If Investment Fund (Including PE, VC, Family Office, Institutional, Infrastructure Fund, etc.):
Assets Under Mgmt.
Describe the Company's Principal Business:
n/a Portfolio Size (Cos.) n/a
Page 2 of 6
Current and Proposed Operations: This division of Siemens focuses on providing products, systems, and services for industrial
automation, drives, motors, and energy management systems. Siemens has been shaping the future for 174 years beginning with
the founder's work on telegraphs, electric railways, and other electrical products. With at least 13 sites in North America, 9 of which
are in the United States, this division of Siemens has its influence spread across the entire country. Siemens provides customized
solutions to its customers and engages in industrial manufacturing across various sectors such as automotive, chemicals, food and
beverage, aerospace, and more. Siemens is also researching and working in smart infrastructure, additive manufacturing,
autonomous robotics, blockchain applications, connected mobility, cybersecurity, data analytics, distributed energy systems, energy
storage, as well as software systems and processes. The following website provides great detail on Siemens and its activities in
the USA. hftl)s://www.siemens.com/us/en/companv/siemens-in-the-usa.htmi
This project will be for production of low voltage switchgear and switchboards the demand for which has skyrocketed due to
increased construction expansion of manufacturing operations and growing use of sustainable energy.
Describe the Company's International Presence, if any:
Siemens has a strong international presence, with operations in more than 190 countries worldwide. The company has a network of
foreign offices: which include sales and service centers, manufacturing facilities, research and development centers, and regional
headquarters. Some of the major foreign office locations of Siemens include China, India, Germany, the United Kingdom, the
United States, and Brazil.The international locations can be found here: htti)s•//www.siemens.com/global/en/companv/lobs/our-
locations.html
Siemens AG and its corporate family of companies operates various industries, including energy, healthcare, and infrastructure.
Part of the focus of Siemens Industry, Inc. is providing solutions for industrial automation, drives, motors, and energy management
systems.
Siemens sources its raw materials and supplies from a variety of global markets, including Europe, Asia, and the Americas.
Describe the Companv's Corporate Citizenship Practices:
Siemens Industry, Inc. is committed to corporate citizenship and social responsibility. Corporate social responsibility has been an
integral part of Siemens from the very beginning. Today, serving society continues to be core to Siemens purpose. The following
link provides greater detail on Siemens corporate citizenship practices: https•//www.siemens.com/us/en/companv/about/corporate-
responsibility.html
Real Estate Development
Continue to next section if not applicable
Not appliable
Describe the Development Team:
Not Applicable. A Clarion subsidiary called Carter Park East is developing the land, which is unaffiliated with Siemens. Siemens
does have Siemens Real Estate which is involved and participates in real estate matters of Siemens companies.
Project Partners:
Page 3 of 6
[Architect, Engineer, General Contractor, Key Consultants, Lender, etc.] N/A
Site Plan, Illustrations, and Other Documents
Attach: 1) Site Plan, 2) Illustrations or Renderings, 3) Environmental Documents, 4) Survey, 5) Legal Description N/A
Project Financial Statements:
Attach documents outlining project Sources & Uses, Capital Stack, and Pro Forma, if available. N/A
If Hotel Project:
Total Number of Keys N/A
Total SF Meeting Space
N/A
Project Site Details
The entire development site has
7200 Harris Legacy Drive, Fort Worth
Project Site Address
Project Site Acreage
12.62 acres
Existing or New New Construction
Historic Designation(s)
[Select]
$80M in completion of construction
Current Land Valuation Construction is not yet appraised
Improvements Valuation
and tenant improvements
Project Type Industrial
If Other, Describe:
Est. Start Date 10/1/2023
Est. Completion Date
11/1/2024
Project Type Industrial
If Other, Describe:
Anticipated Ownership Lease
Term of Lease (Years)
7 years 3 months
Current Zoning Zoned J
Requested Zoning
Variances Required [Select]
Describe Variances:
Capital Improvement & Investment Details
Total Construction Costs $80,000,000
Hard Construction Costs
tbd
New Personal Property $63,000,000
Historic Tax Credits
No
Annual R&D Expenses n/a
Annual Patents
n/a
Value of Inventory $13,900,000`
Value of Supplies
n/a
'High level estimate only based on other operation
Est. Value of Imports To Be Determined
Est. Value of Exports
To Be Determined
Employment and Job Creation
Current Employment not applicable - new site
Avg. Wage (of Current)
not applicable - new site
New Employees (FTEs) 715
Avg. Wage (of New)
$63,000
Page 4 of 6
Description of Existing Positions and New Positions to be Added and Hiring Schedule:
Please utilize the "Employment Info" tab to outline the number and average annual salaries of existing, as well as new employees,
by job category (executive, professional, etc.), as well as hiring schedule for new positions (i.e. how many new employees at Project
Completion, Year 1, Year 3, and so forth.)
Other Incentive Requests
Do you intend to pursue abatement of County taxes?
Do you intend to pursue State Economic Development incentives?
Yes
Yes
Description of Other Incentives:
The incentives being pursued for the City of Fort Worth include the following: 1.Property Tax Abatement. A 70% abatement of
real and personal property taxes owed to the City for ten years.
2.Workforce Solutions. Potentially making use of a customized training program to skill -up employees for the jobs being created.
3.lfexas Enterprise Zone. Application for benefits under the Texas Enterprise Zone benefits.
Confidentiality & Disclosures
State Law and City of Fort Worth practices and procedures guard the confidentiality of information and materials submitted in
application or negotiation for economic development incentives (Section 552.131: Confidentiality of Certain Economic Development
Negotiation Information). Unless otherwise permitted by or coordinated with the applicant, all information will be kept in strict
confidence except where required under applicable state or federal law. City staff will coordinate with the applicant on information
disclosures as necessary to the incentive review and approval process.
Disclosure of Financial Interest
No: no person or firm is 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.
Form 1295 Certificate of Interested Parties
State law (Chapter 2264, Texas Government Code) requires that all parties entering into an incentive agreement with the City of
Fort Worth must complete and submit a Form 1295 Certificate of Interested Parties. Certain exceptions apply. City of Fort Worth
Economic Development staff must receive a completed copy of the Form 1295 (which may be delivered by email as a PDF) or an
explanation of why Company is excepted from this requirement (to be confirmed by the City Attorney's Office before any proposal
for incentives may be presented to the City Council. The Form 1295 can be completed electronically at:
Siemens Industry Inc., is a wholly owned subsidiary of Siemens AG which is a publicly traded entity but a form is being
developed for submission
Application Fee
Page 5 of 6
The company is responsible for paying $2,500 non-refunable application fee.
Certification
On behalf of the applicant, I certify that to the best of my knowledge, the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all
other pertinent City of Fort Worth policies and I understand that any incentives provided for the Project will be subject to the
guidelines and criteria stated therein.
Signature
Barry Powell
Printed Name
Signature
Printed Name
Michael Fountain
Date
Vice President Siemens Industry Inc.
Title
Date
Title
Sr. Director Finance Siemens Industry, Inc.
Page 6 of 6
Schedule 4.6
Final Construction Report Annual Employment Report
If blank, then such reasonable report provided by the Company
FORTWORTH,
1. PROJECT INFORMATION
Property Owner:
Company/Project Name:
Project Contact:
Telephone:
Property Owner Address (If Diffe
Address of Property Subject to Agreement:
City of Fort Worth
Project Completion Report
Title:
Fax: E-Mail:
Construction start Date: Construction completion Date:
Date of issuance of the Certificate of Occupancy or
Temporary Certificate of Occupancy, if applicable: (Please attach a copy) Date
Total Dollars Spent on Business Personal Property (including acquisition and installation)
prior to January 1, 2025:
II. CONSTRUCTION SPENDING
Company names, addresses, and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
i I'I': )+j i ,1.,i
Total Construction Cost Spent (A): $
BUSINESS EQUITY FIRM
Unless specified otherwise in your agreement, a 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)..
Total Construction Cost Spent with BEFs(B): $
Percentage of Total Construction Dollars Spent with BEFs(8/A):
III. ADDITIONAL INFORMATION (TO BE ATTACHED AS EXHIBITS)
EXHIBIT A: List of Real Property Appraisal District Account Numbers (Applicable to Projects with Real Property Commitments)
EXHIBIT B: List of Business Personal Property Appraisal District Account Numbers (Appiicabieto Projectswith Business Personal Property
Commitments)
EXHIBIT C: Copy of the Certificate (or Temporary Certificate) of Occupancy issued by the City of Fort Worth's Planning and
Development Department
EXHIBIT E: List of all Company Names, Addresses, Invoice Numbers, and Amounts Paid During Construction. Clearly note
the BE companies. (Excel Format. Use of the Excel spreadsheet provided by the City of Fort Worth is recommended.)
FORTWORTH City of Fort Worth
Project Completion Report
VI. CERTIFICATION
In connection with the review of the Tax Abatement Agreement for the respective project, between
the City of Fort Worth and Siemens Industry, Inc., ("Agreement"), we confirm, to the best of our
knowledge and belief, the following representations made to the City of Fort Worth.
1.) The information provided above is accurate.
2.) We have made available all information that we believe is required under to the Project
Completion Report.
3.) We will respond in accordance with the terms of the Agreement to all inquiries made by the City
of Fort Worth during the audit process.
4.) We acknowledge Section 4.5, Section 4.7 and Section 5 of the Agreement continue to apply.
Name of Certifying Officers:
Title:
Signature of Certifying Officer:
Title:
Signature of Certifying Officer:
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase I, LLC and Siemens Industry, Inc.
Page 24 of 26
41213869.1 / 114706.02565
DRAFT
Phone:
Date:
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7
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/16/25 M&C FILE NUMBER: M&C 25-0854
LOG NAME: 17SIEMENS AMENDTA
SUBJECT
(CD 8) Authorize Amendment No. 1 to the Tax Abatement Agreement with Siemens Industry, Inc., or Affiliate, and Carter Park East Phase 1, LLC
to Adjust Completion Dates for the Development of a Minimum 540,000 Square Foot Manufacturing Facility Having a Cost of at Least
$125 Million, Located at 7200 Harris Legacy Drive in Tax Abatement Reinvestment Zone No. 106, City of Fort Worth, Texas
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize Amendment No. 1 to the ten-year tax abatement agreement with Siemens Industry Inc., or affiliate, and Carter Park East Phase 1,
LLC (City Secretary Contract No. 60417) to adjust completion dates for the development of a minimum 540,000 square foot manufacturing
facility having a cost of at least $125 million, located at 7200 Harris Legacy Drive in Tax Abatement Reinvestment Zone No. 106, 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:
On November 3, 2023, the City entered into a ten-year tax abatement agreement with Siemens Industry, Inc., or affiliate, and Carter Park East
Phase 1, LLC, as approved by M&C 23-0708. The investment terms of the agreement called for Siemens to expend a minimum of
$70,000,000.00 in total construction costs (including soft costs such as construction management fees) at the Project Site by December 31, 2024,
and to spend $55,000,000.00 in acquisition/installation of taxable business personal property (BPP) that is new to the City at the Project Site
with a minimum initial taxable appraised value of $45,000,000.00 by January 1, 2025.
Siemens now desires and staff recommends to amend the deadlines for the investment expenditures as follows:
1. Siemens must expend a minimum of $70,000,000.00 in total construction costs (including soft costs such as construction management
fees) at the Project Site (total amount stays the same) by the following dates:
a. $60,000,000.00 expended or caused to be expended by the completion deadline of December 31, 2024.
b. $10,000,000.00 expended or caused to be expended by December 31, 2025.
2. Siemens must spend $55,000,000.00 in acquisition/installation of taxable business personal property (BPP) that is new to the City at the
Project Site with a minimum initial taxable appraised value of $45,000,000.00 by the following dates:
a. $45,000,000.00 by January 1, 2025 and
b. $10,000,000.00 by January 1, 2026
All other terms of the Tax Abatement Agreement remain the same.
The project is located in COUNCIL DISTRICT 8.
A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded
business entity: Siemens
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 and an estimated $7,956,660.00 in new incremental property tax revenue will be reduced by $5,569,662.00, resulting in the
collection of $2,386,998.00 in net new incremental property tax revenue of over the next ten-year period. This impact to revenue will be
incorporated into the long-term financial forecast upon the Tax Abatement being officially granted.
Submitted for City Manager's Office W. Jesica McEachern 5804
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Cherie Gordon 6053
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/12/23 M&C FILE NUMBER: M&C 23-0708
LOG NAME: 17SIEMENSTA
SUBJECT
(CD 8) Authorize Execution of a Ten -Year Tax Abatement Agreement with Siemens Industry Inc., or Affiliate, and Carter Park East Phase 1, LLC for
the Development of a Minimum 540,000 Square Foot Manufacturing Facility Having a Cost of at Least $125 Million, Located at 7200 Harris
Legacy Drive in Tax Abatement Reinvestment Zone No. 106, City of Fort Worth, Texas and Adopt the Attached Resolution Nominating this Project
as an Enterprise Project Persuant to Chapter 2303, Texas Government Code
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a ten-year tax abatement agreement with Siemens Industry Inc., or affiliate, and Carter Park East Phase I, LLC for
the development of a minimum 540,000 square foot manufacturing facility having a cost of at least $125 million, located at 7200 Harris
Legacy Drive in Tax Abatement Reinvestment Zone No. 106, City of Fort Worth, Texas;
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); and
3. Adopt the attached Resolution nominating this project as an Enterprise Project, pursuant to the Texas Enterprise Zone Act, Chapter 2303 of
the Texas Government Code.
DISCUSSION:
Siemens Industry Inc. (Siemens), a subsidiary of Siemens AG, is a multinational, German corporation that is the largest industrial manufacturing
company in Europe, with operations in more than 190 countries worldwide. Siemens provides products, systems, and services for industrial
automation, drives, motors and energy management systems. Siemens has a presence today in Grand Prairie, Texas, and is looking to expand in
the region with a second facility for the production of low voltage switchgear and switch boards.
After a competitive site selection process, Siemens selected a site at 7200 Harris Legacy Drive to establish an advanced manufacturing plant
(Project Site). The site is owned by Carter Park East Phase 1, LLC (Carter Park East) and includes a building measuring a minimum of 540,000
square feet. Pursuant to a lease with Carter Park East, Siemens, and its affiliates, will be responsible for the design and construction of the
improvements for the project.
In order to facilitate the establishment of Siemens's manufacturing operation, the City proposes to enter into a tax abatement agreement with
Siemens and Carter Park East. The tax abatement will be tied to the amount of investment made by Siemens and satisfaction of other project and
spending requirements, as follows:
Investment
1. Siemens must expend a minimum of $70,000,000.00 in total construction costs at the Project Site on or before December 31, 2024;
2. Siemens must install $55 million in taxable business personal property (BPP) that is new to the City at the Project Site having a minimum
taxable appraised value of $45,000,000.00 by January 1, 2025; and Siemens will be required to spend at least 15 percent of hard and soft
construction costs with contractors that are Business Equity Firms. Failure to meet this requirement will result in a reduction of the grant by
10 percent.
Siemens must provide a minimum of 167 full-time jobs on the Project Site on or before December 31, 2024, and a minimum of 715 on the Project
Site by December 31, 2026 and maintain that level for the duration of the agreement, with an average salary of at least $63,000.00
City Commitments:
1. The City will enter into a Tax Abatement Agreement with Siemens for a term of ten years.
2. The amount of City real property and BPP taxes to be abated in a given year will be equal to up to seventy percent (70%).
TABLE - Maximum Potential Abatement with Corresponding Components:
Property Owner or Company Commitment I Potential
Commitment: Real and Business Personal 1 40%
BEF Commitments (15% of Total Construction Costs)
10%
Annual Commitments:
Average Annual Salary > $63,000
10%
Overall Employment >= 167 for years 2024-2025 and
715 for years 2026-2033 (as applicable)
10%
TOTAL
70%
Resolution Nominating this Project as an Enterprise Project
The City Council of the City of Fort Worth (City) has previously passed Ordinance No. 15733 electing to participate in the Texas Enterprise Zone
Program. On May 12, 2015, the City Council adopted Ordinance No. 21743-05-2015, amending Ordinance No. 15733 by adding additional
potential local incentives that could be made available to qualified businesses under the Texas Enterprise Zone Program. The Office of the
Governor Economic Development and Tourism through the Economic Development Bank will consider Siemens Industry Inc. as an enterprise
project pursuant to a nomination and an application made by the City.
The Texas Enterprise Zone Program is an economic development tool for local communities to partner with the State of Texas to promote job
creation and capital investment in economically distressed areas of the state. An enterprise project is defined as a business that is nominated by
a municipality or county and then approved for state benefits. Designated projects are eligible to apply for state sales and use tax refunds on
qualified expenditures. The level and amount of refund is related to the capital investment and jobs created at the qualified business site.
If designated as an enterprise project by the State of Texas, Siemens commits to hiring thirty five percent (35%) economically disadvantaged
persons or enterprise zone residents for its certified jobs at its Fort Worth facility during its enterprise project designation.
Siemens qualifies for a single Enterprise Project Designation. The single project designation allows for a state sales and use tax refund on
qualified expenditures of $5,000.00 per job, for up to 500 jobs, with a maximum benefit of $1.25 million over a five-year period. Under the Texas
Enterprise Zone Act, at least twenty-five percent of the business' new or retained employees will be residents of an enterprise zone, economically
disadvantaged individuals or veterans. In addition, the jobs will be provided through the end of the designation period or at least three years after
the date on which a state benefit is received, whichever is later.
The project is located in COUNCIL DISTRICT 8.
A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded
business entity: Siemens AG
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 2023 Budget and an estimated $8,117,451.00 in new incremental property tax revenue will be reduced by $5,682,215.00, resulting in the
collection of $2,435,35.00 in net new incremental property tax revenue of over the next ten-year period. This impact to revenue will be incorporated
into the long-term financial forecast upon the Tax Abatement being officially granted.
Submitted for City Manager's Office by: William Johnson 5806
Originating Business Unit Head: Robert Sturns 2663
Additional Information Contact: Cherie Gordon 6053
STATE OF TEXAS
COUNTY OF TARRANT
TAX ABATEMENT AGREEMENT
CSC No. 60417
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF
FORT WORTH, TEXAS ("City"), a home -rule municipality organized under the laws of the State of Texas; CARTER
PARK EAST PHASE 1, LLC, a Delaware limited liability company ("Carter") and SIEMENS INDUSTRY INC., a
Delaware corporation ("Company").
RECITALS
A. On February 28, 2023, the City Council adopted Resolution No. 5709-02-2023, stating that the City
elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement
agreements entered into between the City and various parties, entitled "General Tax Abatement Policy" ("Policy").
B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be
entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended ("Code").
C. On September 12, 2023, the City Council adopted Ordinance No. 26417-09-2023 ("Ordinance")
establishing Tax Abatement Reinvestment Zone No. 106, City of Fort Worth, Texas ("Zone").
D. Carter owns property located at 7200 Harris Legacy Drive, including a vacant building shell ("Current
Structure") which is located within the Zone and is more specifically described in Exhibit "A" ("Land"), attached
hereto and hereby made a part of this Agreement for all purposes. Contingent upon Company's receipt of the tax
abatement herein (i.e. subject to Company's termination right if the grant of such tax abatement is not approved), Carter
leases the Land and the Current Structure to Siemens Corporation (an Affiliate of the Company) which shall provide the
Company the right to occupy the Land and the Current Structure measuring at least 540,000 square feet, pursuant to an
agreement between Siemens Corporation and the Company, on terms and conditions that permit the buildout of the
Current Structure for the purpose of assembly and fabrication of switchgear and related activity (more specifically defined
herein as the "Real Property Improvements") to support Company's business operations, and in which Company will
install certain taxable business personal property on the Land, all as more specifically set forth in this Agreement. The
lease of the Land between Carter and Company ("Lease") will contain terms and conditions consistent with those outlined
in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes.
E. Under the Lease, Company is required to pay real property taxes on the Land and all improvements
thereon, including the Real Property Improvements. In order for the full tax abatement necessary to provide incentive
for this project to be undertaken, the City has been requested to grant an abatement on real property taxes on
improvements to the Land as well as an abatement on taxes on New Taxable Tangible Personal Property (as defined
in Section 2) located on the Land. Section 312.204(a) of the Texas Tax Code permits the City to enter into an agreement
with the owner of the Land to abate taxes on the value of improvements located on the Land, or of tangible personal
property located on the Land, or both. Because Company must meet certain employment and spending commitments
in order for the City to grant the full amount of abatement available hereunder on improvements to the Land, and
because Company will be the owner or lessee of New Taxable Tangible Personal Property that is subject to abatement
hereunder, it is necessary that both Carter and Company be parties to this Agreement.
F. As of May 9, 2023, Company submitted an application for tax abatement ("Applications") to the City
concerning plans for development of the Land, including construction of the Real Property Improvements, which
Applications are attached hereto as Exhibit "C" for reference purposes. Subsequent to tendering such Application,
investment amounts have been revised to reflect those amounts stated in this Agreement to those investment amounts
reflected in Section 4.1 and 4.2 below.
G. The contemplated use of the Land and the terms of this Agreement are consistent with encouraging
development of the Zone and generating economic development and increased employment opportunities in the City,
in accordance with the purposes for creation of the Zone, and are in compliance with the Policy, the Ordinance and other
applicable laws, ordinances, rules and regulations.
H. Under this Agreement, Company is committed to invest a total of at least $125 million as follows: at
least $70 million in Construction Costs for the Real Property Improvements and at least $55 million towards the costs of
New Taxable Tangible Personal Property to be installed in the Current Structure (with such New Taxable Tangible
Personal Property having a minimum taxable appraised value of $45 million) all in connection with manufacturing
business operations within the Real Property Improvements. Company is also committing to provide new Full-time Jobs
whose average annual Salaries will equal at least $63,000.00. Therefore, the provisions of this Agreement, as well as the
proposed use of the Land and Current Structure and nature of the proposed Real Property Improvements, as defined
herein, satisfy the eligibility criteria for commercial/industrial tax abatement pursuant to Section 4 of the Policy.
I. 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 Land.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
AGREEMENT
INCORPORATION OF RECITALS.
The City Council has found, and the City, Carter, 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 seventy percent (70%) in any year of the
Abatement Term) of the City's incremental ad valorem real property taxes on any improvements located on the Land
(but not on the Land itself, which taxes will not be subject to Abatement hereunder) and of the City's incremental ad
valorem taxes on New Taxable Tangible Personal Property, all calculated in accordance with this Agreement.
Abatement Term means the term of ten (10) consecutive years, commencing on January 1, 2025 and expiring
on December 31 of the tenth (loth) year thereafter, in which Carter and Company will receive the Abatement in
accordance with this Agreement.
Affiliate means all entities, incorporated or otherwise, under common control with, controlled by, or
controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership
determined by either value or vote.
Annual Salary Commitment has the meaning ascribed to it in Section 4.5.1.
Annual Salary Percentage has the meaning ascribed to it in Section 6.5.
Applications 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 Percentage has the meaning ascribed to it in Section 6.3.
Certificate of Completion has the meaning ascribed to it in Section 5.
Code has the meaning ascribed to it in Recital B.
Completion Date means the date as of which all space that Company will operate within the Real Property
Improvements have received a certificate of occupancy (either temporary or permanent). Completion of punchlist
items shall not impact the Completion Date. A portion of the Current Structure may remain vacant or be subleased and
such shall not impact the Completion Date.
Completion Deadline means December 31, 2024.
Compliance Auditing Term means the term of ten (10) consecutive years, commencing on January 1 of 2025
and expiring on December 31 of 2034, in which the City will verify and audit Carter's and 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, including directly -related contractor fees, plus costs of supplies and materials,
engineering fees, architectural and design fees, and permit fees. Construction Costs specifically excludes any real
property acquisition costs or rent payments or other costs required by the Lease.
Director means the director of the City's Economic Development Department.
Effective Date has the meaning ascribed to it in Section 3.
Event of Default means, subject to the limitations established in Section 7.1, 7.2, 7.3 and 18, a material breach
of this Agreement by a party, either by act or omission, as more specifically set forth in Section 7 of this Agreement.
First Operating Year means the first full calendar year following the year in which the Completion Date
occurred.
Full-time Job means a job provided to one (1) individual by Company on the Land for at least forty (40) hours
per week or such number of hours per week that Company has accepted per its agreement with the applicable union
and/or such number of hours that is standard in Tarrant County for an equivalent full time job of such position.
Land has the meaning ascribed to it in Recital D.
Legal Requirements means federal, state and local laws, ordinances, rules and regulations, including, but not
limited to, all provisions of the City's charter and ordinances, as amended.
New Job has the meaning ascribed to it in Section 4.4.1.
New Taxable Tangible Personal Property means any personal property other than inventory or supplies that
(i) is subject to ad valorem taxation by the City; (ii) is located on the Land; (iii) is owned or leased by Company and
used by Company for the business purposes outlined in this Agreement; and (iv) was not located in the City prior to
the period covered by this Agreement and subject to the City's ad valorem business personal property tax.
Ordinance has the meaning ascribed to it in Recital C.
Overall Employment Commitment has the meaning ascribed to it in Section 4.4.1.
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Overall Improvement Percentage has the meaning ascribed to it in Section 6.2.
Personal Property Improvement Commitment has the meaning ascribed to it in Section 4.2.
Policy 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 as such term is defined in Recital D above, and 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.
Salary 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, or any discretionary bonuses.
Second Operating Year means the second full calendar year following the year in which the Completion
Date occurred.
Term has the meaning ascribed to it in Section 3.
Zone has the meaning ascribed to it in Recital C.
The effective date of this Agreement is September 12, 2023 ("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 Property Improvements.
Carter and Company must expend or cause to be expended at least Seventy Million Dollars and Zero
Cents ($70,000,000.00) in Construction Costs for the Real Property Improvements by the Completion Deadline,
and the Completion Date for the Real Property Improvements must occur on or before the Completion Deadline
("Real Property Improvement Commitment"). Carter may perform this obligation in full by permitting
Company to make or cause to be made the Real Property Improvements pursuant to the Lease. Funds expended
by Company's Affiliate, Siemens Corporation, in Real Property Improvements shall qualify towards such
expenditure requirement. Failure to meet the Real Property Improvement Commitment constitutes an Event of
Default.
4.2. Personal Property Improvements.
4.2.1. On or before January 1, 2025, the Company shall spend a minimum of Fifty -Five
Million dollars ($55,000,000) towards the acquisition and installation of New Taxable Tangible Personal
Property on the Land having a minimum taxable appraised value of at least Forty -Five Million Dollars and Zero
Cents ($45,000,000.00) ("Personal Property Improvement Commitment") which shall be in place on the
Land. Failure to meet the meet the Personal Property Improvement Commitment constitutes an Event of Default.
4.2.2. The Personal Property Improvement Commitment is an obligation of the Company only, and
Carter does not have any responsibility to ensure that the Personal Property Improvement Commitment is met.
4.2.3. The value of the New Taxable Tangible Person Property is determined solely by the appraisal
district having jurisdiction over the Land at the time and reflected in the certified appraisal roll received by the
City from such appraisal district in such year.
4.3. Construction Spending 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. Employment Commitment.
4.4.1. Company must employ and retain the following number of new Full -Time Jobs on the
Land by the dates set forth below ("Overall Employment Commitment"). Company must
retain all new Full -Time Jobs on the Land from and after the dates set forth below through
the Term of this Agreement (each a "New Job"). A Full -Time Job will be considered new if
the individual was hired on or after June 2, 2023, which is the date of the Company's
execution of the terms sheet.
A. Company must employ and retain a minimum of 167 Full -Time on or before
December 31, 2024.
b. Company must employ and retain a minimum of 715 Full -Time Jobs on the Land on
or before December 31, 2026.
4.4.2 The Overall Employment Commitment is an obligation of the Company only, and Carter does
not have any responsibility to ensure that the Overall Employment Commitment is met in any given
year.
4.4.3 Determination each year of compliance with the following Employment Commitment will be
based on the employment data provided by Company to the City for the year under evaluation.
4.5. Average Annual Salary.
4.5.1 In each year of the Compliance Auditing Term, the average annual Salary, measured on a
calendar year basis, for at all of the Full -Time Jobs provided and filled on the Land pursuant to this
Agreement, regardless of the total number of such Full-time Jobs, must equal at least Sixty -Three
Thousand Dollars and Zero Cents ($63,000.00) ("Annual Salary Commitment"). The Annual Salary
Commitment is an obligation of the Company only, and Carter does not have any responsibility to
ensure that the Annual Salary Commitment is met in any given year.
4.5.2. Determination each year of compliance with the following Annual Salary Commitment will
be based on the employment data provided by Company to the City for the year under evaluation.
4.6. Reports and Filings.
4.6.1. Final Construction Report.
Within sixty (60) calendar days following the Completion Date, in order for the City to assess
whether Carter and Company expended or caused to be expended at least Seventy Million Dollars and
Zero Cents ($70,000,000.00) in Construction Costs for the Real Property Improvements, and the
extent to which the BEF Construction Commitment was met, Carter and Company must provide the
Director with a report in a form reasonably acceptable to the City that specifically outlines the total
Construction Costs expended for the Real Property Improvements and the total Construction Costs
expended with BEFs for the Real Property Improvements, together with supporting invoices and other
documents necessary to demonstrate that such amounts were actually paid, including, without
limitation, unconditional lien waivers signed by the general contractor for the Real Property
Improvements. Attached hereto as Schedule 4.6 is a form reasonably acceptable to the City.
4.6.2. Annual EmDlovment Report.
On or before March 15, 2025, and of each year thereafter for the remainder of the Compliance
Auditing Term, in order for the City to assess the degree to which Company met in the previous year
the Overall Employment Commitment and the Annual Salary Commitment, Company must provide
the Director with a report in a form reasonably acceptable to the City that sets forth the total number
of individuals who held Full -Time Jobs on the Land, as well as the Salary of each, all as of December
31 (or such other date requested by Company and reasonably acceptable to the City) of the previous
calendar year, together with reasonable supporting documentation. Attached hereto as Schedule 4.6
is a form reasonably acceptable to the City.
4.6.3. General.
Company will supply any additional information reasonably requested by the City that is
pertinent to the City's evaluation of compliance with each of the terms and conditions of this
Agreement, provided Company shall not be required to provide confidential and/or proprietary data
in a form that the City will not or cannot keep confidential (including requests covered by the Texas
Public Information Act and/or similar ordinance propagated by the City). However, the Company
shall allow the City to view such information in a manner in which facilitates City's verification of
information, but is able to remain confidential.
4.7. Inspections of Land and Improvements
4.7.1. At anytime during Company's normal business hours throughout the Term, the City will have
the right to inspect and evaluate the Land, and any improvements thereon, and Company will provide full
access to the same, in order for the City to monitor compliance with the terms and conditions of this
Agreement. Company will use reasonable efforts to cooperate fully with the City during any such inspection
and evaluation.
4.7.2. 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.
4.8. 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, 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 must make all Records available to the City on the Land 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. If the City does not or cannot agree to keep confidential and/or proprietary data within the
Record confidential (including due to potential request covered by the Texas Public Information Act and/or
similar ordinance propagated by the City), the Company shall allow the City to view such information in a
manner in which facilitates City's verification of information, but ensures such confidential and/or proprietary
data remains confidential.
4.9. Use of Land.
The Land and any improvements thereon, including, but not limited to, the Real Property
Improvements, must be used at all times during the Term of this Agreement for Company's lawful business
operations, as set forth in this Agreement, and otherwise in a manner that is consistent with the general
purposes of encouraging development or redevelopment of the Zone.
4.10. Abatement Application Fee.
The City acknowledges receipt from Company of the required Application fee of Two Thousand Five
Hundred Dollars ($2,5000.00).
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 reasonably verify that Construction Costs of at least Seventy Million
Dollars and Zero Cents ($70,000,000.00) were expended for Real Property Improvements by the Completion Deadline
and that the Completion Date occurred on or before Completion Deadline, the Director will issue Carter and 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 Company or Carter,
as applicable, met the BEF Construction Commitment. The City and/or the Director may not arbitrarily or
unreasonably withhold, delay or refuse its verification and issuance of a Certificate of Completion verify such
applicable matter, if the Company has provided reasonable documentation of the investment in Real Property
Improvements and expenditures with BEF and the Completion Date such documentation to include witnessed
certifications by the Company's officers.
6. TAX ABATEMENT.
6.1. Generally.
6.1.1. Subject to the terms and conditions of this Agreement, provided that the Real Property
Improvement Commitment and Personal Property Improvement Commitment have been met, then the City
will grant an Abatement 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 any improvements located on the Land (but not on the Land itself, which taxes
will 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, which percentage
will equal the sum of the Overall Improvement Percentage, the BEF Construction Percentage, the Overall
Employment Percentage, and the Annual Salary Percentage, as set forth below (not to exceed seventy percent
(70%)).
6.2. Real Property Improvement and Personal Property Commitments (40%
City will grant an abatement to Company equal to forty percent (40%) of the overall Abatement
("Overall Improvement Percentage") if Company meets both the Real Property Improvement Corn mitment
and Personal Property Commitment.
6.3. BEF Construction Cost Spendiniz (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. Overall Employment.
6.4.1. A percentage of the Abatement will be based on the extent to which the Company meets the
Overall Employment Commitment in each given year of the Abatement Term as set forth in Sections 4.5.1(a)
and (b) ("Overall Employment Percentage"). The Overall Employment Percentage for each Abatement will
equal the product of ten percent (10%) multiplied by the percentage by which the Company met the Overall
Employment Commitment in the previous calendar year, which will be calculated by dividing the actual
number of Full -Time Jobs provided on the Land in the previous year by the number of Full -Time Jobs
constituting the Overall Employment Commitment for that year.
6.4.2. For example, if Company only employed 134 individuals with Full -Time Jobs on the Land in
2024 instead of the required 167, the Overall Employment Percentage for the following year (2025) would be
8% instead of 10% (or .1 x [134/167]), or .10 x .80, or .08. If the Overall Employment Commitment is met or
exceeded in any given year, the Overall Employment Percentage for the Abatement in the following year will
be ten percent (10%).
6.5. Annual Salary (10%).
A percentage of the Abatement will be based on whether Company meets the Annual Salary
Commitment ("Annual Salary Percentage"). If Company met the Annual Salary Commitment in a given
year, the Annual Salary Percentage for the Abatement in the following year will be ten percent (10%). If
Company does not meet the Annual Salary Commitment in a given year, Company and Carter will forfeit the
entire Abatement to which they would otherwise have been entitled in the following year.
6.6. Abatement Limitations.
The amount of real property taxes to be abated in a given year will not exceed one hundred
fifty percent (150%) of the amount of the minimum Real Property Improvement Commitment and
the minimum taxable appraised value of Personal Property Improvement Commitment multiplied by the
City's tax rate in effect for that same year. As a formula, this would be expressed as $115,000,000
(minimum Property Improvement and Personal Property Commitments) x 1.5 x City's Tax Rate. The
City and Company acknowledge that the Abatement cap is an annual cap and not an aggregate cap.
7. DEFAULT, TERMINATION AND FAILURE TO MEET VARIOUS DEADLINES AND
COMMITMENTS.
7.1. Failure to Meet Real Property Improvement and Personal Property Commitments.
Notwithstanding anything to the contrary herein other than Section 18 Force Majeure below, if the
Company does not meet both the Real Property Improvement Commitment and Personal Property
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 Carter and Company without further obligation to Carter
or Company hereunder.
7.2 Failure to Meet BEF Construction or the Overall Employment 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 Annual Salary Commitment.
Notwithstanding anything to the contrary herein other than Section 18 Force Majeure below, if the
Company fails to meet the Annual Salary Commitment in any year of the Compliance Auditing Term, an
Event of Default will not occur, but Carter and Company will forfeit the entirety of the Abatement that would
otherwise have been granted in the following year. In this event, an Abatement will be deemed to have been
granted in that year for purposes of calculating the remaining number of years in the Abatement Term and the
number of future Abatements that Carter and Company will be entitled to receive.
7.4. Knowing Employment of Undocumented Workers.
Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter
2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to
restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches,
divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as
that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or
any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(l)
(relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized
aliens) and such violation occurs during the Term of this Agreement:
if such conviction occurs during the Term of this Agreement, this Agreement will terminate
contemporaneously upon such conviction (subject to any appellate rights that may lawfully be
available to and exercised by Company) and Company must repay, within one hundred twenty (120)
calendar days following receipt of written demand from the City, the aggregate amount of Abatement
received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2%) per annum
based on the amount of Abatement received in each previous year as of December 31 of the tax year
for which the Abatement was received, or
if such conviction occurs after expiration or termination of this Agreement, subject to any appellate
rights that may lawfully be available to and exercised by Company, Company must repay, within one
hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate
amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of two
percent (2%) per annum based on the amount of Abatement received in each previous year as of
December 31 of the tax year for which the Abatement was received.
For the purposes of this Section 7.6, "Simple Interest" is defined as a rate of interest applied only to an original
value, in this case the aggregate amount of Abatement. This rate of interest can be applied each year, but will
only apply to the aggregate amount of Abatement and is not applied to interest calculated. For example, if the
aggregate amount of Abatement is $10,000 and it is required to be paid back with two percent (2%) interest five
years later, the total amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000.
This Section 7.6 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees
of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary
herein, the parties agree that the Abatement is a "public subsidy" (as that term is defined in Section 2264.001,
Texas Government Code) for the benefit of Company and that, accordingly, this Section 7.6 does not apply to
carter. This Section 7.6 will survive the expiration or tennination of this Agreement.
7.5. Foreclosure on Land or Real Property Improvements.
Subject to Section 11, the City will have the right, during the Abatement Term, to terminate this
Agreement immediately upon provision of written notice to Carter and Company of both of the following
events:
(a) (i) the conveyance of the Land or the Real Property Improvements pursuant to an action to
foreclose or otherwise enforce a lien, mortgage or deed of trust on the Land or the Real Property
Improvements; (ii) the involuntary conveyance to a third party of the Land or the Real Property
Improvements; (iii) execution of any assignment of the Land or Real Property Improvements or deed
in lieu of foreclosure to the Land or Real Property Improvements; or (iv) appointment of a trustee or
receiver for the Land or Real Property Improvements and such appointment is not terminated within
one hundred twenty (120) calendar days after the appointment (collectively "Landlord Insolvency")
occurs and
(b) the Company terminates its Lease with Carter or the successor landlord as a result of such
Landlord Insolvency. However, if the successor Landlord is bound by this Agreement and the
Company remains a tenant on the Land despite such Landlord Insolvency, and continues to operate
on the Land, the Agreement shall not be terminated pursuant to this Section 7.5.
7.6. Failure to Pay Taxes or Non -Compliance with Other Legal Requirements.
An Event of Default will 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 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 Land; 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 in accordance
with Section 10 of such failure or violation.
7.7. General Breach.
In addition to Sections 7.1, 7.4, 7.5, and7.6 but subject to Section 18, 7.3 and 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 in accordance with Section 10 below. Subject to Sections 7.1 in the event that any Event of Default
hereunder remains uncured after thirty (30) calendar days following receipt of such written notice (or, if the
defaulting party has diligently and continuously attempted to cure following receipt of such written notice but
reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is
reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the non -
defaulting party will have the right to terminate this Agreement, effective immediately, by providing written
notice to the defaulting party.
7.8. Statutory Damages.
7.8.1 Company acknowledges and agrees that termination of this Agreement due to an Event of
Default by Company that has not been cured within the applicable cure period will (i) harm the City's
economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require
unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be
detrimental to the City's general economic development programs, both in the eyes of the general public and
by other business entities and corporate relocation professionals, and Company agrees that the exact amounts
of actual damages sustained by the City therefrom will be difficult or impossible to ascertain.
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 as a result of an uncured Event of Default and that this Section
7.11 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
Land and over any taxable tangible personal property located thereon. Otherwise, this amount will be
due, owing, and paid to the City within sixty (60) calendar days following the effective date of
termination of this Agreement.
7.8.5 In the event that all or any portion of this amount is not paid to the City within sixty (60) days
following the effective date of termination of this Agreement, 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).
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Carter and Company will operate as independent contractors in each
and every respect hereunder and not as agents, representatives or employees of the City. As to the City, Carter and
Company will have the exclusive right to control all details and day-to-day operations relative to the Land 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. Carter and Company acknowledge that the doctrine of
respondeat superior will not apply as between the City and Carter or Company, their officers, agents, servants,
employees, contractors, subcontractors, licensees, and invitees. Carter and Company further agree that nothing in this
Agreement will be construed as the creation of a partnership or joint enterprise between the City and Carter or
Company.
9. INDEMNIFICATION.
COMPANY AND CARTER, AT NO COST TO THE CITY, AGREE TO DEFEND, INDEMNIFY AND
HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS SERVANTS, REPRESENTATIVES, AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND THAT ARE CLAIMED AGAINST THE CITY BYA THIRD PARTY, INCLUDING,
BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO A COMPANY'S B USINESS AND ANYRESULTING LOST PROFITS) AND PERSONAL INJURY,
INCLUDING DEATH, TO THE EXTENT THAT SUCH 3rd PARTY CLAIM MAY RELATE TO, ARISE OUT
OF OR BE OCCASIONED BY (i) COMPANY'S OR CARTER'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF CARTER OR COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE REAL
PROPERTY IMPROVEMENTS, THE LAND AND ANY OPERATIONS AND ACTIVITIES THEREON, OR
THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OTHERWISE BY CARTER OR
THE COMPANY. 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, by delivery by reputable overnight
courier or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
200 Texas Street
Fort Worth, Texas 76102
With copies to:
City Attorney at the same address and the
Director at:
City of Fort Worth
Attn: Director
Economic Development
1150 South Freeway
Fort Worth, Texas 76104
Company:
Siemens Industry, Inc.
Attn: President & CEO
100 Technology Drive
Alpharetta, GA 30005
With copies to:
Siemens Industry, Inc.
Attn. Legal Dept.
1000 Deerfield Parkway,
Buffalo Grove, IL 60089,
Carter Park East Phase 1, LLC
Attn: DFW Asset Manager
1717 McKinney Ave., Suite 1900
Dallas, Texas 75202
11. EFFECT OF SALE OF LAND AND/OR REAL PROPERTY IMPROVEMENTS; ASSIGNMENT
AND SUCCESSORS.
11.1. Carter may assign this Agreement without the consent of the City Council, provided that Carter gives
written notice to the City of the name and contact information for Carter assignee or successor in interest. Any lawful
assignee or successor in interest of Carter of its rights under this Agreement will be deemed "Carter" for all purposes under
this Agreement.
11.2. 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 Land and owns or leases any New
Taxable Tangible Personal Property or (b) a successor to Company by sale, 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.
11.3. 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 Land and any New Taxable Tangible Personal Property; (ii) the proposed assignee or successor is financially capable
of meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of
a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all
covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior
consent 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, ORDINANCES, 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 parry'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 on the basis of any provision of this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas — Fort Worth Division. This Agreement will be construed in accordance with
the laws of the State of Texas.
17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City, Carter, and Company, and
any lawful assign or successor of Carter or 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, shortages or unavailability of labor or materials, unreasonable
delays by the City (include delays caused by the then -current workload of the City department(s) responsible for
undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy or conducting any
inspections of or with respect to the Land and Project Improvements, or other circumstances which 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 Personal Property Commitment will not be deemed to be an event of force majeure and that this
Section 18 will not operate to extend the Completion Deadline in such an event.
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. 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/digitally inserted via software such as Adobe Sign.
22. 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.
23. 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.
24. CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any member of the City Council, any
member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with
jurisdiction in the Zone.
25. NO LIAIBLITY TO CARTER
Carter is consenting to the provisions of this Agreement as an accommodation to, and at the request of,
Company. Accordingly, notwithstanding anything to the contrary contained herein, in no event will Carter be
responsible for any damages, clawbacks, fees, penalities, interest, or increase in ad valorem taxes as a result of any
default under this Agreement, except to the extent is directly caused by Carter.
26. 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, Carter, and Company, and any lawful assign and
successor of Carter or 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 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 ACKNOWLEDGEMENTS IMMEDIATELY FOLLOW ON NEXT FOUR (4) PAGES]
CITY:
By:
William Johnson
Assistant City Manager
Date: Nov 3, 2023
SIEMENS INDUSTRY, INC.,
A Delaware corporation
By:�
Name: BatTy,Powell
Title: Senior Vice President
Date: 10/31 /23
By:��.�-
Name: _W6hael Vouutain`
Title: Sr. Director Finance
Date:
CARTER PARK EAST PHASE 1, L.L.C.
A Delaware limited liability company
By: Carteret East Investor, L.L.C.,
A Delaware limited liability company, its
managing member
y: flza
Name: Matthew E. Colter
Title: Vice President
Date: �k / 3 / Za
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name:
Title:
Robei t 5 tm ns (Nov 3, 202314:07 CDT)
Robert Stums
Director, Economic Development
Approved as to Form and Legality:
BY:
Name:
Tyler F. Wallach
Title:
Assistant City Attorney
Contract Authorization:
M&C:
23-0708
Form 1295:2023-1069566
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.
By: Cherie Gordon ov 3, 202312:43 CDT)
Name: Cherie Gordon
Title: Business Development Coordinator
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
STATE OF TEXAS
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Michael E. Crum, on
behalf of William Johnson, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation
organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH,
that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort
Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration
therein expressed and in the capacity therein stated.
at
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 0 D i e "e r , 2023.
o ary Public in and for
the �State of Texas II 11 l E(e
inda M. Hirdinger
U (n ck& (M (4( r r 1 (In ("i ✓ Commission Expires
Notary's Printed Name r 1212ry026
124144746
SIEMENS INDUSTRY, INC.
a Delaware corporation:
STATE OF GEORGIA
§ COUNTY OF _FORSYTH
§ BEFORE ME, the undersigned authority, on this day personally appeared_Barry Powell and Michael Fountain,
Senior Vice -President and Sr. Director Finance respectively of SIEMENS INDUSTRY, INC., a Delaware
corporation, known to me to be the persons whose names are subscribed to the foregoing instrument, and
acknowledged to me that they executed the same for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of SIEMENS INDUSTRY, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
_31st day of _October , 2023.
Notary Public in and for
the State of Georgia
A(,"- . ,Iu L.��
Notary's Printed Name: Paula Quirk
CARTER PARK EAST PHASE 1, LLC
A Delaware limited partnership
Paula Quirk
NOTARY PUBLIC
Forsyth County, GEORGIA
My Commission Expires 04/01/2026
By: Carter Park East Investor, L.L.C.,
A Delaware limited liability company, its managing member
STATE OF TL.X 0 §
COUNTY OF p cl l 1 lL S §
BEFORE ME, the undersigned authority, on this day personally appeared MatiH.w. �. �r1�� •�"of
Carter Park East Phase 1, L.L.C., a Delaware limited liahility company, known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the act and deed of Carter Park East Phase 1,
L.L.C.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
Nu tm4o e.r 12023.
-�Yd
NotaryPublic in and for �ANDREA BLAIR
* i Notary Public, State otTexas
the State of -TeX c�S Notary ID 13208937-2
My Commission Exp. 07.17-2027
Ak1kre.a_ RAM(- r
Notary's Printed Name
day of
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE LAND
111T�' I I
roll
...,__
BEING a 43_0805 acre ( 1,878.977 square feet) tract of Land situated in the Shelby County School Lard Survey. Tracts 3 and 4. Abstract No.
1375, City of Fort Worth, Tarrant County. Texas, being all of Lot 11. Block A, Carter Park East an addition to the City of Fort Worth, Texas
according to the p.W recorded to Instrument No 1322108M2 of the Ofkeg Pub':c Records of Tarrant County. Texas.
EXHIBIT B
LEASE TERMS
LEASE ABSTRACT
Property Address:
Property Owner:
Tenant:
Rentable Area:
Lease Term (including renewal extension):
Tenant's Share of CAM and taxes on the
Building:
Party Responsible For Cost of
Real Property Taxes on the Building
and any improvements in the Building
Tenant's Business Personal Property
Buildout / Tenant Improvements
Landlord's Address
Tenant's Address
7200 Harris Legacy Drive
CARTER PARK EAST PHASE 1, L.L.C.
Siemens Corporation
549,780 rentable square feet
12/31/2035
100%
Tenant (via reimbursement to Landlord)
(Section 8 and Section 3(e) of Lease)
Tenant (direct to applicable municipality)
(Section 8 of the Lease)
Tenant enters into direct contract for design and
construction of the Buildout and TI.
Carter Park East Phase 1, L.L.C.
c/o Clarion Partners
1717 McKinney Ave., Suite 1900
Dallas, Texas 75202-1236
Attention: Jack Stamets
Siemens Real Estate
(a Division of Siemens Corporation)
200 Wood Avenue South, Suite 200
Iselin, New Jersey 08830
Attention: Lease Administration
EXHIBIT C
TAX ABATEMENT APPLICATION
FORT WORTH
Economic Development Incentive Application
CONFIDENTIAL: Tex. Gov't Code § 552.131(a)(1);(2).
Information relates to economic development negotiations
Project name Project Moonshot
Applicant Information
Date 5/22/2023
Consultant Information
Company Siemens Industry, Inc. ("Company") Company Miller Canfield
Contact Name Joe Retoff
Title Location Management Unit Head
Address
City, State ZIP
Phone (512) 924-4132
Email joseph.retoff@siemens.com
Project Description
Contact Name
Grant Williams
Title
Outside Counsel
Address
840 W Long Lake Suite 150
City, State ZIP
Troy, MI
Phone
(517) 605-2626
Email
williamsg@millercanfield.com
The project will establish an advanced manufacturing plant for production of low voltage switchgear and switch boards. The current
global demand for low voltage switchgear has skyrocketed, in part due to increased construction, expansion of manufacturing
operations and growing use of sustainable energy. These factors are predicted to drive significant continued demand over the next
ten years. In particular, given the quality, efficiency and reliability of Siemens products, the demand for Siemens products is far
outpacing current production capabilities. The goal of Project Moonshot is to address the increasing demand by establishing an
additional production facility with over 715 new full-time well paid jobs (average annualized wages of $63,000) and an initial capital
investment exceeding $143,000,000. The Company anticipates the capital investment to be comprised of $80,000,000 in real
property improvements and another $63,000,000 in machinery, equipment and other trade fixtures to equip the facility. A project of
this size would bring significant benefit to Fort Worth, including pouring over $41,000,000 in wages each year directly into the local
economy, as well as providing additional millions in state and local taxes. Please also see the attached revised Request For
Proposal which was provided as an introduction to the Project.
Project Impact:
The Company estimates that the Project will pour over $41,000,000 per year in direct wages into the local economy. The Project, if
the City of Fort Worth is selected, would be located within an Enterprise Zone. The Company anticipates many of the positions
would be filled with individuals who reside within Enterprise Zones. Additionally the Company estimates that the Project would
generate $4,950,000 in sales taxes just as a result of construction of the improvements. Considerable additional sales taxes would
be generated over the years operation. The Company also estimates the Project would generate over $20,000,000 in real and
personal property taxes in its first 10 years and $500,000 in inventory taxes annually.
Financial Gap, Project Impediment, or Multi -region Competition:
The Company carefully selects new manufacturing sites after considering various factors, including economic incentives. Currently,
the Company is exploring two locations, the potential site in Fort Worth and another potential location where real property taxes will
be exempted (creating the potential for savings of up about $1.5M annually). Such potential savings will be a significant factor in
any decision by the Company.
The Company considers many unique factors when choosing a new manufacturing site, including access to transportation, the
availability of a skilled workforce, and the cost of doing business. They also look at economic incentives, such as incentives that
abate or rebate a portion of the property, inventory and sales tax generated by the project, as such are needed to offset the steep
cost of establishing a new manufacturing facility. One facet of Siemens' successful is that its site selection and investments takes
into account the net cost after accounting for all unique costs and benefits of all sites under consideration.
A favorable decision for the selection of the Fort Worth becomes problematic without the provision of economic development
incentives given the potential subtantial saving in real property taxes available at the competing site.
Business Expansion or Relocation
Continue to next section if not applicable
Form of Business Corporation
Publicly Traded No
If other, describe
Ticker Symbol
Siemens Industry, Inc is the applicant
and was formed November 28 1972.
The applicant is a part of the
Siemens AG corporate family of
companies ("Siemens") which has
been operating for 175 years.
https://www.siemens.com/global/en/c
Years in Operation ompany/about/history.html Parent Company
Industry Advanced Manufacturing Power NAICS
Expansion or Relocation Expansion Current Location
Ultimate Parent = Siemens AG
335313
Global - Link for US Locations below
https://www.siemens.com/us/en/com
pany/siemens-in-the-usa. html
If Investment Fund (Including PE, VC, Family Office, Institutional, Infrastructure Fund, etc.):
Assets Under Mgmt.
Describe the Company's Principal Business:
n/a
Portfolio Size (Cos.) n/a
Page 2 of 6
Current and Proposed Operations: This division of Siemens focuses on providing products, systems, and services for industrial
automation, drives, motors, and energy management systems. Siemens has been shaping the future for 174 years beginning with
the founder's work on telegraphs, electric railways, and other electrical products. With at least 13 sites in North America, 9 of which
are in the United States, this division of Siemens has its influence spread across the entire country. Siemens provides customized
solutions to its customers and engages in industrial manufacturing across various sectors such as automotive, chemicals, food and
beverage, aerospace, and more. Siemens is also researching and working in smart infrastructure, additive manufacturing,
autonomous robotics, blockchain applications, connected mobility, cybersecurity, data analytics, distributed energy systems, energy
storage, as well as software systems and processes. The following website provides great detail on Siemens and its activities in
the USA. httos://www.siemens.com/us/en/companv/siemens-in-the-usa.html
This project will be for production of low voltage switchoear and switchboards, the demand for which has skyrocketed due to
increased construction, expansion of manufacturing operations and growing use of sustainable energy.
Describe the Company's International Presence, if any:
Siemens has a strong international presence, with operations in more than 190 countries worldwide. The company has a network of
foreign offices; which include sales and service centers, manufacturing facilities, research and development centers, and regional
headquarters. Some of the major foreign office locations of Siemens include China, India, Germany, the United Kingdom, the
United States, and Brazil.The international locations can be found here: https://www.siemens.com/global/en/companv/iobs/our-
locations.html
Siemens AG and its corporate family of companies operates various industries, including energy, healthcare, and infrastructure.
Part of the focus of Siemens Industry, Inc. is providing solutions for industrial automation, drives, motors, and energy management
systems.
Siemens sources its raw materials and supplies from a variety of global markets, including Europe, Asia, and the Americas.
Describe the Companv's Corporate Citizenship Practices:
Siemens Industry, Inc. is committed to corporate citizenship and social responsibility. Corporate social responsibility has been an
integral part of Siemens from the very beginning. Today, serving society continues to be core to Siemens purpose. The following
link provides greater detail on Siemens corporate citizenship practices: https://www.siemens.com/us/en/companv/about/corporate-
responsibility.html
Real Estate Development
Continue to next section if not applicable
Not appliable
Describe the Development Team:
Not Applicable. A Clarion subsidiary called Carter Park East is developing the land, which is unaffiliated with Siemens. Siemens
does have Siemens Real Estate which is involved and participates in real estate matters of Siemens companies.
Project Partners:
Page 3 of 6
[Architect, Engineer, General Contractor, Key Consultants, Lender, etc.] N/A
Site Plan, Illustrations, and Other Documents
Attach: 1) Site Plan, 2) Illustrations or Renderings, 3) Environmental Documents, 4) Survey, 5)
Legal Description N/A
Project Financial Statements:
Attach documents outlining project Sources & Uses, Capital Stack,
and Pro Forma, if available. N/A
If Hotel Project:
Total Number of Keys N/A
Total SF Meeting Space
N/A
Proiect Site Details
7200 Harris Legacy Drive, Fort Worth
The entire development site has
Project Site Address
Project Site Acreage
12.62 acres
Existing or New New Construction
Historic Designation(s)
[Select]
$80M in completion of construction
Current Land Valuation Construction is not yet appraised
Improvements Valuation
and tenant improvements
Project Type Industrial
If Other, Describe:
Est. Start Date 10/1/2023
Est. Completion Date
11/1/2024
Project Type Industrial
If Other, Describe:
Anticipated Ownership Lease
Term of Lease (Years)
7 years 3 months
Current Zoning Zoned J
Requested Zoning
Variances Required [Select]
Describe Variances:
Capital Improvement & Investment Details
Total Construction Costs $80,000,000
Hard Construction Costs
tbd
New Personal Property $63,000,000
Historic Tax Credits
No
Annual R&D Expenses n/a
Annual Patents
n/a
Value of Inventory $13,900,000*
Value of Supplies
n/a
*High level estimate only based on other operation
Est. Value of Imports To Be Determined
Est. Value of Exports
To Be Determined
Employment and Job Creation
Current Employment not applicable - new site
Avg. Wage (of Current)
not applicable - new site
New Employees (FTEs) 715
Avg. Wage (of New)
$63,000
Page 4 of 6
Description of Existing Positions and New Positions to be Added and Hiring Schedule:
Please utilize the "Employment Info" tab to outline the number and average annual salaries of existing, as well as new employees,
by job category (executive, professional, etc.), as well as hiring schedule for new positions (i.e. how many new employees at Project
Completion, Year 1, Year 3, and so forth.)
Other Incentive Requests
Do you intend to pursue abatement of County taxes?
Do you intend to pursue State Economic Development incentives?
Yes
Yes
Description of Other Incentives:
The incentives being pursued for the City of Fort Worth include the following: 1.Property Tax Abatement. A 70% abatement of
real and personal property taxes owed to the City for ten years.
2.Workforce Solutions. Potentially making use of a customized training program to skill -up employees for the jobs being created.
3.Texas Enterprise Zone. Application for benefits under the Texas Enterprise Zone benefits.
Confidentiality & Disclosures
State Law and City of Fort Worth practices and procedures guard the confidentiality of information and materials submitted in
application or negotiation for economic development incentives (Section 552.131: Confidentiality of Certain Economic Development
Negotiation Information). Unless otherwise permitted by or coordinated with the applicant, all information will be kept in strict
confidence except where required under applicable state or federal law. City staff will coordinate with the applicant on information
disclosures as necessary to the incentive review and approval process.
Disclosure of Financial Interest
No: no person or firm is 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.
Form 1295 Certificate of Interested Parties
State law (Chapter 2264, Texas Government Code) requires that all parties entering into an incentive agreement with the City of
Fort Worth must complete and submit a Form 1295 Certificate of Interested Parties. Certain exceptions apply. City of Fort Worth
Economic Development staff must receive a completed copy of the Form 1295 (which may be delivered by email as a PDF) or an
explanation of why Company is excepted from this requirement (to be confirmed by the City Attorney's Office before any proposal
for incentives may be presented to the City Council. The Form 1295 can be completed electronically at:
Siemens Industry Inc., is a wholly owned subsidiary of Siemens AG which is a publicly traded entity but a form is being
developed for submission
Application Fee
Page 5 of 6
The company is responsible for paying $2,500 non-refunable application fee.
Certification
On behalf of the applicant, I certify that to the best of my knowledge, the information contained in this application, including all
attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all
other pertinent City of Fort Worth policies and I understand that any incentives provided for the Project will be subject to the
guidelines and criteria stated therein.
Signature Date
Barry Powell Vice President, Siemens Industry, Inc.
Printed Name Title
Signature Date
Printed Name Title
Michael Fountain Sr. Director Finance, Siemens Industry, Inc.
Page 6 of 6
Schedule 4.6
Final Construction Report Annual Employment Report
If blank, then such reasonable report provided by the Company
FORT WORTH.,
I. PROJECT INFORMATION
Property Owner:
Company/Project Name:
Project Contact:
Telephone:
Property Owner Address (If Different
Address of Property Subject to Agree
City of Fort Worth
Project Completion Report
Title:
Fax: E-Mail:
Construction start Date: Construction completion Date:
Date of issuance of the Certificate of Occupancy or
Temporary Certificate of Occupancy, if applicable: (Please attach a copy) Date
Total Dollars Spent on Business Personal Property (including acquisition and installation)
prior to January 1, 2025: $
II. CONSTRUCTION SPENDING
Company names, addresses, and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
Total Construction Cost Spent (A): $
BUSINESS EQUITY FIRM
Unless specified otherwise in your agreement, a 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)..
Total Construction Cost Spent with BEFs(B): $
Percentage of Total Construction Dollars Spent with BEFs(8/A):
III. ADDITIONAL INFORMATION (TO BE ATTACHED AS EXHIBITS)
EXHIBIT A: List of Real Property Appraisal District Account Numbers (Applicable to Projects With Real Property commitments)
EXHIBIT B: List of Business Personal Property Appraisal District Account Numbers (Applicableto Projects With Business Personal Property
Commitments)
EXHIBIT C: Copy of the Certificate (or Temporary Certificate) of Occupancy issued by the City of Fort Worth's Planning and
Development Department
EXHIBIT E: List of all Company Names, Addresses, Invoice Numbers, and Amounts Paid During Construction. Clearly note
the BE companies. (Excel Format. Use of the Excel spreadsheet provided by the City of Fort Worth Is recommended.)
FORT WORTH City of Fort Worth
Project Completion Report
VI. CERTIFICATION
In connection with the review of the Tax Abatement Agreement for the respective project, between
the City of Fort Worth and Siemens Industry, Inc., ("Agreement"), we confirm, to the best of our
knowledge and belief, the following representations made to the City of Fort Worth.
1.) The information provided above is accurate.
2.) We have made available all information that we believe is required under to the Project
Completion Report.
3.) We will respond in accordance with the terms of the Agreement to all inquiries made by the City
of Fort Worth during the audit process.
4.) We acknowledge Section 4.5, Section 4.7 and Section 5 of the Agreement continue to apply.
Name of Certifying Officers:
Title:
Signature of Certifying Officer:
Title:
Signature of Certifying Officer:
Tax Abatement Agreement between
City of Fort Worth, Carter Park East Phase 1, LLC and Siemens Industry, Inc.
Page 24 of 26
41213869.1/114706.02565
DRAFT
Phone:
Date:
Date:
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CITY COUNCIL AGENDA
Create New From This M&C
DATE: 9/12/2023 REFERENCE NO.: M&C 23-0708 LOG NAME: 17SIEMENSTA
CODE: C TYPE: NON -CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of a Ten -Year Tax Abatement Agreement with Siemens
Industry Inc., or Affiliate, and Carter Park East Phase 1, LLC for the Development of a
Minimum 540,000 Square Foot Manufacturing Facility Having a Cost of at Least
$125 Million, Located at 7200 Harris Legacy Drive in Tax Abatement Reinvestment Zone
No. 106, City of Fort Worth, Texas and Adopt the Attached Resolution Nominating this
Project as an Enterprise Project Persuant to Chapter 2303, Texas Government Code
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a ten-year tax abatement agreement with Siemens Industry Inc.,
or affiliate, and Carter Park East Phase I, LLC for the development of a minimum 540,000
square foot manufacturing facility having a cost of at least $125 million, located at 7200
Harris Legacy Drive in Tax Abatement Reinvestment Zone No. 106, City of Fort Worth,
Texas;
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); and
3. Adopt the attached Resolution nominating this project as an Enterprise Project, pursuant to
the Texas Enterprise Zone Act, Chapter 2303 of the Texas Government Code.
DISCUSSION:
Siemens Industry Inc. (Siemens), a subsidiary of Siemens AG, is a multinational, German corporation
that is the largest industrial manufacturing company in Europe, with operations in more than 190
countries worldwide. Siemens provides products, systems, and services for industrial automation,
drives, motors and energy management systems. Siemens has a presence today in Grand Prairie,
Texas, and is looking to expand in the region with a second facility for the production of low voltage
switchgear and switch boards.
After a competitive site selection process, Siemens selected a site at 7200 Harris Legacy Drive to
establish an advanced manufacturing plant (Project Site). The site is owned by Carter Park East
Phase 1, LLC (Carter Park East) and includes a building measuring a minimum of 540,000 square
feet. Pursuant to a lease with Carter Park East, Siemens, and its affiliates, will be responsible for the
design and construction of the improvements for the project.
In order to facilitate the establishment of Siemens's manufacturing operation, the City proposes to
enter into a tax abatement agreement with Siemens and Carter Park East. The tax abatement will be
tied to the amount of investment made by Siemens and satisfaction of other project and spending
requirements, as follows:
Investment:
1, Siemens must expend a minimum of $70,000,000.00 in total construction costs at the
Project Site on or before December 31, 2024;
2. Siemens must install $55 million in taxable business personal property (BPP) that is new to
the City at the Project Site having a minimum taxable appraised value of $45,000,000.00 by
January 1, 2025; and Siemens will be required to spend at least 15 percent of hard and soft
construction costs with contractors that are Business Equity Firms. Failure to meet this
requirement will result in a reduction of the grant by 10 percent.
Siemens must provide a minimum of 167 full-time jobs on the Project Site on or before December 31,
2024, and a minimum of 715 on the Project Site by December 31, 2026 and maintain that level for the
duration of the agreement, with an average salary of at least $63,000.00
City Commitments:
1. The City will enter into a Tax Abatement Agreement with Siemens for a term of ten years.
2. The amount of City real property and BPP taxes to be abated in a given year will be equal to
up to seventy percent (70\%).
TABLE - Maximum Potential Abatement with Corresponding Components:
Property Owner or Company Commitment Potential Abatement
Official site of the Gt., , . 9 o,th, Texas
FORT WORTFI
rY-
Base Commitment: Real and Business Personal
Property
40\%
BEF Commitments (15\% of Total Construction Costs)
10\%
Annual Commitments:
Average Annual Salary > $63,000
10\%
Overall Employment >= 167 for years 2024-2025 and
715 for years 2026-2033 (as applicable)
10\%
TOTAL
70\%
Resolution Nominating this Project as an Enterprise Project
The City Council of the City of Fort Worth (City) has previously passed Ordinance No. 15733 electing
to participate in the Texas Enterprise Zone Program. On May 12, 2015, the City Council adopted
Ordinance No. 21743-05-2015, amending Ordinance No. 15733 by adding additional potential local
incentives that could be made available to qualified businesses under the Texas Enterprise Zone
Program, The Office of the Governor Economic Development and Tourism through the Economic
Development Bank will consider Siemens Industry Inc. as an enterprise project pursuant to a
nomination and an application made by the City.
The Texas Enterprise Zone Program is an economic development tool for local communities to partner
with the State of Texas to promote job creation and capital investment in economically distressed
areas of the state. An enterprise project is defined as a business that is nominated by a municipality
or county and then approved for state benefits. Designated projects are eligible to apply for state
sales and use tax refunds on qualified expenditures. The level and amount of refund is related to the
capital investment and jobs created at the qualified business site.
If designated as an enterprise project by the State of Texas, Siemens commits to hiring thirty five
percent (35\%) economically disadvantaged persons or enterprise zone residents for its certified jobs
at its Fort Worth facility during its enterprise project designation.
Siemens qualifies for a single Enterprise Project Designation. The single project designation allows
for a state sales and use tax refund on qualified expenditures of $5,000.00 per job, for up to 500 jobs,
with a maximum benefit of $1.25 million over a five-year period. Under the Texas Enterprise Zone Act,
at least twenty-five percent of the business' new or retained employees will be residents of an
enterprise zone, economically disadvantaged individuals or veterans. In addition, the jobs will be
provided through the end of the designation period or at least three years after the date on which a
state benefit is received, whichever is later.
The project is located in COUNCIL DISTRICT 8.
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 2023 Budget and an
estimated $8,117,451.00 in new incremental property tax revenue will be reduced by $5,682,215.00,
resulting in the collection of $2,435,35.00 in net new incremental property tax revenue of over the
next ten-year period. This impact to revenue will be incorporated into the long-term financial forecast
upon the Tax Abatement being officially granted.
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Submitted for City Manager's Office by: William Johnson (5806)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Cherie Gordon (6053)
ATTACHMENTS
230726 Siemens TEZ Nomination Resolution (3).docx (Public)
M&C Financials3.xlsx (CFW Internal)
Map of Location Siemens.pdf (Public)
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Siemens
Subject of the Agreement: Amendment to the Original Agreement. M&C 25-0854 is amendment.
Original M&C 23-0708 (and Reinvestment Zone 23-0707) - to adjust completion dates
M&C Approved by the Council? * Yes 0 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 0 No ❑
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 0 No ❑
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes 0 No ❑ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date:
Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No ED
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Founded iny LLER
by Sidney Davy Miller
IELD
Grant W. Williams
TEL +1.248.267.3340
FAX +1.248.879.2001
E-NIAIL williamsg a millercanfield.com
Cherie Gordon
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Miller, Canfield, Paddock and Stone, P.L.C.
840 W. Long Lake Road, Suite 150
Troy, Michigan 48098
TEL (248) 879-2000
FAX (248) 879-2001
millercanfield. com
March 12, 2026
Re: Project Moonshot — Amended and Restated Tax Abatement Agreement
Dear Cherie:
MICHIGAN
ILLINOIS
NEW YORK
OHIO
WASHINGTON, D.C.
CALIFORNIA
CANADA
MEXICO
POLAND
UKRAINE
QATAR
Enclosed please find the Amendment to the Property Tax Abatement with the City of
Fort Worth, Texas for your signature. Please feel free to contact me with any questions.
Sincerely,
Miller C'.nnfield_ Paddock and Stone. P.L.C.
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