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Contract 29318
CITY SECRETAR STATE OF TEXAS § CONTRACT No. COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, and SALUBRIS LIMITED PARTNERSHIP ("Company"), a Texas limited partnership. The City Council of the City of Fort Worth("City Council") hereby finds and the City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. On February 26, 2002, the City Council adopted Resolution No. 2811, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy Statement"), which is attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes. B. The Policy Statement contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the "Code"). C. On J-30-03 , the .City Council adopted Ordinance No. l 5 0 q (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 45, City of Fort Worth, Texas (the "Zone"). D. Owner owns certain real property located entirely within the Zone and that is more particularly described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes (the "Land"). E. Owner plans to construct certain improvements on the Land, as more specifically set forth in Section 1.1 of this Agreement, for the use as and operation of a food irradiation service center(the"Project"). F. On April 24, 2003 Owner submitted an application for tax abatement to the City concerning the contemplated use of the Land (the "Application'), attached hereto as Exhibit "C" and hereby made.a part of this Agreement for all purposes. G. The contemplated use of the Land, the Phase I Required Improvements and the Phase II Required Improvements, as defined in Sections 1.1.1 and 1.2.1, respectively, and the terms of this Agreement are consistent with encouraging development of th UNA Page I Tax Abatement Agreement between ciff SGII( {W if City of Fort Worth and Salubris Limited Partnership no 4j1hLffi' � 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 Statement, the Ordinance and other applicable laws, ordinances,rules and regulations. H. The terms of this Agreement, and the plans for development and use of the Land, the Phase I Required Improvements and the Phase 11 Required Improvements, satisfy the eligibility criteria of the Policy Statement. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Land is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Phase I Improvements. 1.1.1. Phase I Real Property Improvements. Owner shall construct, or cause to be constructed, the improvements for Phase I of the Project that are described in Exhibit "D", attached hereto and hereby made a part of this Agreement for all purposes (the "Phase I Required Improvements"), which Phase I Required Improvements shall (i) be comprised of at least 45,000 square feet of building space; (ii) have a minimum Construction Cost (as defined in the paragraph below) upon completion of$7,000,000; and (iii) be substantially completed by October 1, 2004, unless delayed because of Force Majeure (as defined in the paragraph below), in which case this deadline shall be extended by the number of days comprising the specific Force Majeure. Minor variations in the Phase I Required Improvements from the description provided in Exhibit "D" shall not constitute an Event of Default, as defined in Section 4.1, provided that all of the conditions in the immediately preceding sentence are met. For purposes of this Agreement, "Construction Costs" shall mean site development costs, actual construction costs, including contractor fees, the costs of supplies and materials, engineering fees, architectural fees and other professional, development and permitting fees expended directly in connection with the Phase I Required Improvements. The City recognizes that Owner may request bids from various contractors in order to obtain the lowest reasonable price for the Phase I Required Improvements. In the event that bids for the Phase I Required Improvements are below $7,000,000 for work substantially the same as that provided in Exhibit "D" and otherwise described in this Agreement, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default under this Agreement for its failure to expend at least Page 2 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership $7,000,000 in Construction Costs for the Phase I Required Improvements, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. For purposes of this Agreement, "Force Majeure" shall mean an event beyond Owner's reasonable control, including, without limitation, acts of God, fires, strikes, national disasters, wars, riots, material or labor restrictions, and unreasonable delays by the City in issuing any permits with respect to or in inspecting any of the Phase I Required Improvements and/or Phase II Required Improvements, but shall not include construction delays caused due to purely financial matters involving Owner, such as, without limitation, delays in the obtaining of adequate financing. 1.1.2. Phase I Personal Property Improvements. Owner shall cause taxable new tangible personal property with a purchase price to Owner of at least $9,500,000 to be in place on the Land by October 1, 2004, unless delayed because of Force Majeure, in which case this deadline shall be extended by the number of days comprising the specific Force Majeure, and to remain on the Land throughout the Term, as defined in Section 2.7. 1.2. Phase II Improvements. 1.2.1. Phase II Real Property Improvements. Owner shall construct, or cause to be constructed, the improvements for Phase II of the Project that are described in Exhibit "D" (the "Phase 11 Required Improvements"), which Phase II Required Improvements shall (i) have a minimum Construction Cost upon completion of $1,800,000 and (ii) be substantially completed by October 1, 2007, unless delayed because of Force Majeure, in which case this deadline shall be extended by the number of days comprising the specific Force Majeure. Minor variations in the Phase 11 Required Improvements from the description provided in Exhibit "D" shall not constitute an Event of Default, as defined in Section 4.1,provided that all of the conditions in the immediately preceding sentence are met. 1.2.2. Phase 11 Personal Property Improvements. Owner shall cause taxable new tangible property with a purchase price to Owner of at least $6,100,000 to be in place on the Land by October 1, 2007, unless delayed because of Force Majeure, in which case this deadline shall be extended by the number of days comprising the specific Force Majeure, and to remain on the Land throughout the Term, as defined in Section 2.7. 1.3. Use of Land. Owner covenants that the Phase I Required Improvements and the Phase II Required Improvements shall be constructed, operated and maintained, and that the Land Page 3 Tax Abatement Agreement between City of Fort Worth and SaIubris Limited Partnership shall be used, in accordance with the description of the Project set forth in Exhibit "C" and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. The City will grant to Owner annual property tax abatements on the Land and on taxable tangible personal property located on the Land for a period of ten (10) years, as specifically provided in this Section 2 and subject to and in accordance with this Agreement (collectively, the "Abatement"). The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Land and the increase in value of taxable new tangible personal property located on the Land over their respective values for the 2003 tax year, which is the year in which this Agreement was entered into, and upon attainment by Owner of certain employment, contracting and spending benchmarks set forth in this Section 2. 2.1. Amount of Abatement in Years 1-5 of the Term (Maximum of 90%). Subject to Sections 2.4, 2.5 and 4 of this Agreement, during each of the first five (5) years of the Term, the Abatement granted hereunder may range up to a maximum of ninety percent (90%) of the increased value of the Land and up to a maximum of ninety percent (90%) of the increased value of taxable tangible personal property located on the Land, and shall be calculated as follows: 2.1.1. Abatement Based on Construction Expenditures (40% Component). 2.1.1.1. Amount of Abatement. Owner shall receive a forty percent (40%) Abatement if Owner spends (i) at least forty percent (40%) of the total actual Construction Costs for both the Phase I Required Improvements and the Phase II Required Improvements with contractors that are Fort Worth Companies, as defined in Exhibit "A", and (ii) at least seventeen percent (17%) of the total Construction Costs for both the Phase I Required Improvements and the Phase 11 Required Improvements with M/WBE certified contractors whose principal business office is located in the City ("Fort Worth M/WBE Companies"). Terms and requirements relating to the location and certification of a given contractor are defined and explained in Exhibit"A". 2.1.1.2. Measurement of Expenditures. Determination of compliance with the spending requirements of this Section 2.1.1 shall (i) for the Phase I Required Improvements be based on spending during the period of time between the execution date of this Agreement and the earlier of October 1, 2004 or the Page 4 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership date of issuance of a final certificate of occupancy for the Phase I Required Improvements and (ii) for the Phase II Required Improvements be based on spending during the period of time between the date of issuance of a final certificate of occupancy for the Phase I Required Improvements and the earlier of October 1, 2007 or the date of issuance of a final certificate of occupancy for the Phase II Required Improvements 2.1.1.3. Contingencies. The maximum percentage of Abatement available to Owner under this Section 2.1.1 is forty percent (40%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the forty percent (40%) Abatement under this Section 2.1.1 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the first sentence of Section 2.1.1.1. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in the other subsection. In addition, subject to Section 2.4 hereof, if Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the paragraph above with respect to the Phase I Required Improvements, but does not meet the minimum requirements set forth therein with respect to the Phase II Required Improvements, then, subject to Section 2.4 hereof, Owner will not be eligible for any of the forty percent (40%) Abatement under this Section 2.1.1 for those years of the Term between and including the first full year following issuance of a certificate of occupancy for the Phase II Required Improvements and the fifth year of the Term. Moreover, if the total Construction Costs of either or both of the Phase I Required Improvements and the Phase II Required Improvements are less than as provided in Section 1.1.1 of this Agreement and 1.2.1 of this Agreement, respectively, not only will Owner be ineligible to receive the forty percent (40%) Abatement under this Section 2.1.1, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Employment Goals (30% Component). Owner shall receive a thirty percent (30%) Abatement if during the previous calendar year(i) at least thirty (30) Full-time Jobs are provided and filled on the Land and(ii) at least fifty percent (50%) of all Full-time Jobs provided and filled on the Land, regardless of the number of such Full-time Jobs, were held by individuals residing within the Central City. For purposes of this Agreement, "Central City" shall be defined as those areas depicted in the map of Exhibit "E", attached hereto and hereby made a part of this Agreement for all purposes, as either the central city or a CDBG area, and "Full-time Job" shall mean jobs filled for a period of not less than thirty-seven and one-half(37.5) hours per week. Determination of compliance with the employment requirements of this Section 2.1.2 shall be based on Owner's employment data as of August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. The maximum Page 5 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership percentage of Abatement available to Owner under this Section 2.1.2 is thirty percent (30%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the thirty percent (30%) Abatement under this Section 2.1.2 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the first sentence of this Section 2.1.2. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in the other subsection. 2.1.3. Abatement Based on Supply and Service Expenditures (20% Component). Owner shall receive a twenty percent (20%) Abatement if during the previous calendar year (i) Owner spent at least $50,000 in local discretionary funds for supplies and services directly in connection with Owner's operation of the Phase I Required Improvements and the Phase 11 Required Improvements; and(ii)at least fifty percent(50%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth Companies; and (iii) at least fifteen percent (15%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth M/WBE Companies. Determination of compliance with the requirements of this Section 2.1.3 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. Determination of compliance with the requirements of this Section 2.1.3 for local discretionary spending and service contracts shall be based on spending for an entire calendar year. The maximum percentage of Abatement available to Owner under this Section 2.1.3 is twenty percent (20%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the twenty percent (20%) Abatement under this Section 2.1.3 unless Owner meets the minimum requirements set forth in each of subsections (i), (ii) and (iii) of the first sentence of this Section 2.1.3. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. 2.2. Amount of Abatement in Years 6-7 of the Term (Maximum of 75%). Subject to Sections 2.4, 2.5 and 4 of this Agreement, during the sixth and seventh years of the Term, the Abatement granted hereunder may range up to a maximum of seventy-five percent (75%) of the increased value of the Land and up to a maximum of seventy-five percent (75%) of the increased value of taxable tangible personal property located on the Land, and shall be calculated as follows: 2.2.1. Abatement Based on Employment Goals (45% Component). Owner shall receive a forty-five percent (45%) Abatement if during the previous calendar year (i) at least eighty (80) Full-time Jobs are provided and filled on the Land and (ii) at least sixty percent (60%) of all Full-time Jobs provided and filled on the Land, regardless of the number of such Full-time Jobs, were held by individuals residing within the Central City. Determination of compliance with the employment requirements of this Section 2.2.1 shall be based Page 6 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership on Owner's employment data as of August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. The maximum percentage of Abatement available to Owner under this Section 2.2.1 is forty-five percent (45%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the forty-five percent (45%) Abatement under this Section 2.2.1 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the first sentence of this Section 2.2.1. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in the other subsection. 2.2.2. Abatement Based on Supply and Service Expenditures (30% Component). Owner shall receive a thirty percent (30%) Abatement if during the previous calendar year (i) Owner spent at least $75,000 in local discretionary funds for supplies and services directly in connection with Owner's operation of the Phase I Required Improvements and the Phase II Required Improvements; and(ii) at least fifty percent (50%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth Companies; and (iii) at least fifteen percent (15%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth MPWBE Companies. Determination of compliance with the requirements of this Section 2.2.2 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. Determination of compliance with the requirements of this Section 2.2.2 for local discretionary spending and service contracts shall be based on spending for an entire calendar year. The maximum percentage of Abatement available.to Owner under this Section 2.2.2 is thirty percent (30%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the thirty percent (30%) Abatement under this Section 2.2.2 unless Owner meets the minimum requirements set forth in each of subsections (i), (ii) and (iii) of the first sentence of this Section 2.2.2. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. 2.3. Amount of Abatement in Years 8-10 of the Term (Maximum of 50%). Subject to Sections 2.4, 2.5 and 4 of this Agreement, during each of the last three (3) years of the Term (i.e. the eighth, ninth and tenth years), the Abatement granted hereunder may range up to a maximum of fifty percent (50%) of the increased value of the Land and up to a maximum of fifty percent (50%) of the increased value of taxable tangible personal property located on the Land, and shall be calculated as follows: 2.3.1. Abatement Based on Employment Goals (45% Component). Owner shall receive a forty-five percent (45%) Abatement if during the previous calendar year (i) at least eighty (80) Full-time Jobs are provided and filled on the Land and (ii) at least sixty percent (60%) of all Full-time Jobs provided and filled on the Land, regardless of the number of such Full-time Jobs, Page 7 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership were held by individuals residing within the Central City. Determination of compliance with the employment requirements of this Section 2.3.1 shall be based on Owner's employment data as of August 1 of each year during the Compliance Auditing Term, as defined in Section 2.7. The maximum percentage of Abatement available to Owner under this Section 2.3.1 is forty-five percent (45%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the forty-five percent (45%) Abatement under this Section 2.3.1 unless Owner meets the minimum requirements set forth in both subsections (i) and (ii) of the first sentence of this Section 2.3.1. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in the other subsection. 2.3.2. Abatement Based on Supply and Service Expenditures f5% Component). Owner shall receive a five percent (5%) Abatement if during the previous calendar year (i) Owner spent at least $75,000 in local discretionary funds for supplies and services directly in connection with Owner's operation of the Phase I Required Improvements and the Phase II Required Improvements;and(ii) at least fifty percent (50%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth Companies; and (iii) at least fifteen percent (15%) of all such expenditures, regardless of the total amount of such expenditures, were provided by Fort Worth MIWBE Companies. Determination of compliance With the requirements of this Section 2.3.2 for local discretionary spending for supply and service contracts shall be based on spending for an entire calendar year. Determination of compliance with the requirements of this Section 2.3.2 for local discretionary spending and service contracts shall be based on spending for an entire calendar year. The maximum percentage of Abatement available to Owner under this Section 2.3.2 is five percent (5%). Subject to Section 2.4 hereof, Owner shall not be eligible for any of the five percent (5%) Abatement under this Section 2.3.2 unless Owner meets the minimum requirements set forth in each of subsections (i), (ii) and (iii) of the first sentence of this Section 2.3.2. In other words, Owner may not offset a deficiency in one subsection by exceeding its commitment in another subsection. 2.4. Effect of Failure to Meet Section 2.1,Section 2.2 and Section 2.3 Goals. Notwithstanding anything to the contrary in this Agreement, unless specifically identified as an Event of Default, the failure to meet any or all of the numerical commitments, percentages or goals, as the case may be, for Construction Costs, employment and supply and service vendor contract spending, as set forth for the first five (5) years in Sections 2.1.1, 2.1.2 and 2.1.3; for the sixth and seventh years in Sections 2.2.1 and 2.2.2; and for the last three (3) years in Sections 2.3.1 and 2.3.2, shall result only in the reduction of the percentage of Abatement available to Owner for a given year or a failure to earn an additional percentage of Abatement, and shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or trigger the cure periods and remedies set forth Page 8 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership in that Section 4. This Section 2.4 shall control over any provisions to the contrary in this Agreement. 2.5. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based (i) on the increase in the real property value of the Land, including the Phase I Required Improvements and Phase II Required Improvements, since the 2003 tax year, up to a maximum increase of$13,200,000 and (ii) on the increase in the value of taxable tangible personal property located on the Land since the 2003 tax year, up to a maximum increase of$23,400,000. In other words, with regard to the real property tax Abatement on the Land, in any year in which the value of the Land, including. the Phase I Required Improvements and Phase II Required Improvements, exceeds ( ) the value of the Land in the 2003 tax year plus (ii) $13,200,000, Owner's real property tax Abatement for that tax year shall be capped and calculated as if the increase in the value of the Land since the 2003 tax year had only been $13,200,000. For example, and as an example only, if the value of the Land in the sixth year of the Compliance Auditing Term is $20,000,000 over the value of the Land in the 2003 tax year, Owner would receive a maximum real property tax Abatement of seventy-five percent (75%) of $13,200,000 in the sixth year of the Term. Along the same lines, if the value of the taxable tangible personal property located on the Land in the sixth year of the Term is $30,000,000 over the value of that property, if any, in the 2003 tax year, Owner would receive a maximum personal property tax Abatement of seventy-five percent (75%) of$23,400,000 in the sixth year of the Term. 2.6. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Land and/or improvements or taxable tangible personal property thereon. 2.7. Terms. The City will begin auditing Owner for compliance with this Agreement and the commitments set forth herein during the first full calendar year following issuance of a final certificate of occupancy for the Phase I Required Improvements ("Compliance Auditing Term"). Taxes will not be abated during the first year of the Compliance Auditing Term. The term of the Abatement benefit (the "Term") shall begin on January 1 of the year following the first year of the Compliance Auditing Term. Unless sooner terminated as herein provided, the Term and the Compliance Auditing Term shall end on the December 31st immediately preceding their respective tenth (10th) anniversaries. Information for the last Compliance Auditing Term shall be submitted as indicated in Section 3.3. Page 9 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership 2.8. Abatement Application Fee. The City acknowledges receipt from Owner of the required Application fee of one percent(1%)of Project's estimated cost, not to exceed $15,000. If Owner diligently begins or causes to begin construction of the Phase I Required Improvements on the Land within one (1) year from the date of the Application (whether or not Owner actually receives any Abatement), this Application fee shall be creditable in full to the benefit of Owner against any permit, impact, inspection or other lawful fee required by the City in connection with the Project, and any remaining amounts shall be refunded to Owner. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Property. Between the execution date of this Agreement and the last day of the Term, at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Land and any improvements thereon in order for the City to inspect the Land and evaluate the Phase I Required Improvements and/or Phase II Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, any representative of the City must be escorted by Owner's security personnel and no such inspection shall unreasonably interfere with Owner's operations. 3.2. Audits. The City shall have the right to audit the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all Records available to the City on the Land or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Provision of Information. On or before February 1 following the end of every year during the Compliance Auditing Term, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include, but not be limited to, the following: Page 10 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership 3.3.1. The total number of employees holding Full-time Equivalent Jobs and who worked on the Land, the number of such employees who resided within the corporate limits of the City and the number of such employees who resided in Central City areas, all as of August 1 of the preceding calendar year, together with reasonable documentation regarding the residency of such employees; and 3.3.2. The number and dollar amounts of all construction contracts and subcontracts awarded on the Project, specifying the number and dollar amounts spent with contractors that are Fort Worth Companies, as defined in Exhibit "A", and with contractors that are Fort Worth M/WBE Companies, as defined in Section 2.1.1; and 3.3.3. The gross dollars and supporting details showing the amounts spent by Owner on local discretionary supply and service contracts, specifying the number and dollar amounts spent with vendors that are Fort Worth Companies, as defined in Exhibit "A", and with vendors that are Fort Worth M/WBE Companies, as defined in Section 2.1.1.1. Owner shall supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of Owner's compliance with each of the terms and conditions of this Agreement, with the understanding that if any such information is reasonably deemed by Owner to be confidential in nature, then that information will be made available to the City on the Land or at another location that is mutually acceptable to both parties for review by the City under the reasonable supervision of Owner. Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. All of the foregoing shall be subject to applicable federal and state privacy laws and regulations. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term, the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term based on the City's audit of the Records and any inspections of the Land and/or the Phase I Required Improvements and Phase II Requirements and shall notify Owner in writing of such decision and ruling. If Owner reasonably disagrees with the City's decision and ruling, Owner shall notify the City in writing within fourteen (14) calendar days of receipt. In this event, Owner, at Owner's sole cost and expense, may request an independent third party who is reasonably acceptable to the City to verify the findings of the City within not more than thirty (30) calendar days following receipt of Owner's notice to the City, and if any discrepancies are found, the City, Owner and the independent third party shall cooperate with one another to resolve the discrepancy. If resolution cannot be achieved, the matter may be taken to the City Council for consideration in an open public meeting at which both City staff and Owner's representatives will be given an opportunity to comment. The ruling and determination by the City Council shall be final. The actual percentage of the Abatement granted for a given Page 11 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. 4. EVENTS OF DEFAULT. 4.1. Defined. Owner shall be in default of this Agreement if(i) any of the covenants set forth in any portion or all of Sections 1.1.1, 1.1.2, 1.2.1, 1.2.2 and 1.3 of this Agreement are not met; or (ii) ad valorem real property taxes with respect to the Land or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Land, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iii) subject to Section 2.4 of this Agreement, Owner breaches any of the other terms or conditions of this Agreement(collectively, each an"Event of Default"). 4.2. Notice to Cure. Subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have ninety (90)calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty (180) calendar days from the original date of receipt of the written notice, or (ii) if Owner reasonably believes that Owner will require more than one hundred eighty (180) days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damages. If an.Event of Default has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default 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) otherwise harm the City, and Owner agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, Owner shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City Page 12 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Owner shall 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). 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Land or the anticipated Phase I Required Improvements and/or Phase II Required Improvements are no longer appropriate or feasible, or that a higher or better use is preferable, the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event, (i) if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii)there shall be no recapture of any taxes previously abated; and (iii)neither party shall have any further rights or obligations hereunder. 5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. The Abatement granted hereunder shall vest only in Owner and cannot be assigned to a new owner of all or any portion of the Land and/or Phase I Required Improvements and/or Phase 11 Required Improvements and/or tangible personal property on the Land without the prior consent of the City Council, which consent shall not be unreasonably withheld provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Owner under this Agreement. Owner may not otherwise assign, lease or convey any of its rights under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten(10) calendar days of receipt of written notice from the City to Owner. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Page 13 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership City: Owner: City of Fort Worth Salubris Limited Partnership Attn: City Manager Attn: Dean Davis, Manager 1000 Throckmorton 3113 South University, Suite 505 Fort Worth, TX 76102 Fort Worth, TX 76109 with copies to: the City Attorney and Economic/Community Development Director at the same address 7. MISCELLANEOUS. 7.1. Bonds. The Phase I Required Improvements and Phase II Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. Neither the Land nor any of the Phase I Required Improvements and Phase Il Required Improvements covered by this Agreement 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 units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit "C", the body of this Agreement shall control. 7.4. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. on I which, among other things,authorized the City Manager to execute this Agreement on behalf of the City. Page 14 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership 7.5. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. 7.6. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions or City Council actions authorizing this Agreement, and Owner shall be entitled to intervene in any such litigation. 7.7. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County,Texas. 7.8. Recordation. A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas. 7.9. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.10. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.11. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement Page 15 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership 1 between the City and Owner, their assigns and successors in interest, 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. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 7.12. Amendment. This Agreement may be amended only by the written agreement of the City and Owner. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: / 1 )'(w ✓ /Z4-r- By: Reid Rector Peter Vaky Assistant City Manager Assistant City Attorney Date: /f/Z IC-L M & C: G-M1 G2 2-3t-02 ATTEST: By: t t� City cretary UFFICIA1 HMO Page 16 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership SALUBRIS LIMITED PARTNERSHIP, a Texas limited partnership: By: Semmelweis Limited Partnership, a Texas limited partnership and the sole General Partner of Salubris Limited Partnership: By:Fort Worth San Diego Investment, LLC, a Texas limited liability company and the sole General Partner of Semmelweis Limited Partnership: By: �� David A. Corbin Member Date: e?l 11,03 ATTEST: ON By: %. sT�It OF Page 17 Tax Abatement Agreement between City of Fort Worth and Salubris Limited Partnership STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Reid Rector, 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 ✓err,-bcT , 2003. Notary Public in and for RM BARNESthe State of Texas p�sl ICf Te/q;Lc xasNotary's Printed Name 03.3 2p05 STATE OF TEXAS § COUNTY OF TAR.RANT § BEFORE ME,the undersigned authority,on this day personally appeared David A. Corbin, Member of Fort Worth San Diego Investment, LLC, the General Partner of Semmelweis Limited Partnership, the General Partner of SALUBRIS GENERAL PARTNERSHIP known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of SALUBRIS GENERAL PARTNERSHIP. GI EN UND 'R MY HAND AND SEAL OF OFFICE this day of f[? j Y, h. — 2003. `�p1uilHrrrr Notary Public in aah for `,,, P LYNlv6,, the State of Texas o°�o�aRv P&j,-. aw4A Notary's Printed Name TF 0F i � Ci of \ RT WORTH Tax Abatement Policy CITY OF FORT WORTH TAX ABATEMENT POLICY Effective March 1,2002 through February 29, 2004 I. GENERAL PURPOSE AND OBJECTIVES Certain types of investment result in the creation of new jobs, new income and provide for positive economic growth and Central City economic stabilization which is beneficial to the City as a whole. The City of Fort Worth is committed to the promotion of high quality development in all parts of the City and improvement in the quality of life for its citizens. The City of Fort Worth will, on a case-by-case basis, give consideration to the granting of property tax incentives to eligible residential, commercial, and industrial development projects. It is the policy of the City of Fort Worth that consideration of eligible projects will be provided in accordance with the guidelines and criteria outlined in this document. Texas law authorizes the City of Fort Worth to grant tax abatement on the value added to a particular property by a specific development project which meets the economic goals and objectives of the City, and the requirements of the statute (Vernon's Tax Code Ann. Section 312.001, et. seq.). As mandated by state law, this policy applies to the owners of real property. It is not the policy of the City of Fort Worth to grant property tax abatement to any development project for which a building permit has been previously issued by the City's Department of Development. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. Although all applications which meet the eligibility criteria(Section I11.) of this policy statement will be reviewed, it is the objective of the City of Fort Worth to encourage applications from projects that: (a) are located in enterprise zones or other designated target areas; or (b) result in a development with little or no additional cost to the City; or (c) result in 1,000 or more new jobs, with a commitment to hire Fort Worth and Central City residents. II. DEFINITIONS "Abatement" means the full or partial exemption from ad valorem taxes on eligible properties for a period of up to ten years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of the tax abatement agreement. Eligible properties must be located in a reinvestment zone. "Reinvestment Zone" is an area designated as such by the City of Fort Worth or State of Texas in accordance with the Texas Property Redevelopment and Tax Abatement Act, Sections 312.001 through 312.209 of the Tax Code. Pagel of 8 "Residential Development Project" is a development project which proposes to construct or renovate multi-family residential living units on property that is (or meets the requirements to be) zoned multi- family as defined by the City of Fort Worth Zoning Ordinance. "Fort Worth Company" is a business which has a principal office located within the city limits of Fort Worth. "Minority or Woman-owned Business Enterprise (MWBE)" is a minority or woman-owned business that has received certification as either a Minority Business Enterprise (MBE) or Woman-owned Business Enterprise (WBE) by either the North Central Texas Regional Certification Agency (NCTRCA) or the Texas Department of Transportation (TxDOT), Highway Division. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). "Facility Expansion" is a new permanent real property improvement such as a building or buildings constructed to provide additional square footage to accommodate increased space requirements of a Fort Worth company. "Facility Modernization" is a new permanent real property improvement under taken to provide increased productivity for a new or existing Fort Worth company. "Supply and Service Expenses" are discretionary expenses incurred during the normal maintenance and operation activities of a business. "Central City" is the area in Fort Worth that is within Interstate Loop 820 consisting of: all Community Development Block Grant (CDBG) eligible census block groups, and all State-designated enterprise zones, and all census block groups that are contiguous by 75 percent or more of their perimeter to CDBG- eligible block groups or enterprise zones. (see Map "A") III. ELIGIBILITY CRITERIA A. RESIDENTIAL PROJECT ELIGIBILITY A residential development project is eligible for property tax abatement if: 1. The project is located in any of the following census tracts: 1002.02, 1010, 1011, 1016, 1017, 1018, 1019 (partial), 1025, 1028 (partial), 1029, 1030, 1031, 1033, 1035, 1036.01, 1037.01, 1038, 1040, 1041 (partial) (see Map "B"); AND 2. a. The project will construct or renovate no less than 50 residential living units of which no less than 20% shall be affordable (as defined by the U.S. Department of Housing and Urban Development) to persons with incomes at or below 80% of median family income; OR b. The project has a minimum capital investment of $5 million (excluding acquisition costs for land and any existing improvements). Page 2 of 8 B. COMMERCIA UINDUS TRIAL ELIGIBILITY 1. New Projects In order to be eligible for property tax abatement, a new commercial/industrial development project must satisfy one of the following three criteria: a. Upon completion will have a minimum capital investment of $10 million and commits to hire an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for full time employment.; OR b. Is located in the Central City (as identified on Map "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of the Central City and any CDBG-eligible census tract outside the Central City and commits to hire an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for full time employment; OR C. Is located outside of the Central City, has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for full time employment. 2. Existing Business Expansion and/or Modernization In order to be eligible for property tax abatement, a facility expansion and/or modernization by an existing commercial/industrial business must: a. Upon completion have a minimum capital investment of$10 million; OR b. Result in increased employment for which the business commits to hire and retain an agreed upon percentage of residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for new, full time positions; AND C. Have a minimum capital investment of (1) $500,000, OR (2) an amount equal to or greater than 25% of the appraised value, as certified by the appropriate appraisal district, of real property improvements on the property for the year in which the abatement is requested. C. PROOF TESTS 1. Building Permits No tax abatement will be granted to any development project which has applied for or received a building permit from the City's Department of Development. 2. Evidence of Need for Tax Abatement The applicant must provide evidence to substantiate and justify the tax abatement request including (but not limited to) an analysis demonstrating the tax abatement is necessary for the financial viability of the project. IV. ABATEMENT GUIDELINES The tax abatement agreement must provide that the applicant: Page 3 of 8 (1) Hire Fort Worth residents for an agreed upon percentage (at least 25%) of new full time jobs to be created and make a good faith effort to hire 100% Fort Worth residents for all new jobs created as a result of the abatement, (2) Commit to hire an agreed upon percentage of Fort Worth residents from the Central City and any CDBG-eligible census tract outside the Central City (as identified on Map "A") for all new jobs created as a result of the project. The agreed upon percentage shall be determined by negotiation. (3) Utilize Fort Worth companies for an agreed upon percentage of the total costs for construction and Supply and Service Contracts, and (4) Utilize Minority and Woman-owned Business Enterprises (MWBEs) for an agreed upon percentage of the total costs for construction and supply and service contracts in the manner provided in the City of Fort Worth's Minority and Women Business Enterprise ordinance. In addition to the above, the abatement must comply with the following guidelines: A. State law prohibits abatement of taxes levied on inventory, supplies or the existing tax base. City policy is not to abate taxes on personal property located within Fort Worth prior to the date of the tax abatement agreement. B. Unless otherwise specified in the agreement, the amount of the taxes to be abated shall in no event exceed the amount of the capital investment (as specified in the application) multiplied by the City's tax rate in effect for the year in which the calculation is made. C. In certain cases, the City may consider a tax abatement application from the owner of real property who serves as a landlord or lessor for a development project which meets the eligibility criteria of this section. D. The City may consider an application from the owner or lessee of real property requesting abatement of real and or personal property owned or leased by a certificated air carrier on the condition that the certificated air carrier make specific real property improvements or lease real property improvements for a term of 10 years or more. E. For an eligible development project to be considered for tax abatement, the "Application for Tax Abatement" form must be completed and submitted to the Economic and Community Development Department. F. Fan application fee must -accompany the appli„-ation Th fee ' llCu at d at t" 1-s f. u laly u 1 vu iVaa. l lae lv ,'S Ca1�UlU e Ul llle l� Ser of. (i) 1% of the project capital investment, or(ii) $15,000. If construction on the project is begun on the site specified in the application within a one (1) year period from the application submittal date (with or without a tax abatement), this fee shall be credited to any permit, impact, inspection or any other lawful fee required by the City of Fort Worth. If the project is not constructed on the site specified in the application or if construction takes place at the specified site more than one (1) year after the application submittal date, the application fee shall not be refunded or otherwise credited. G. If requested, the applicant must provide evidence that there are no delinquent property taxes due on the property on which the development project is to occur. Page 4 of 8 H. The tax abatement agreement shall limit the uses of property consistent with the general purpose of encouraging development or redevelopment of the zone during the period that property tax abatements are in effect. I. Tax abatement may only be granted for projects located in a reinvestment or enterprise zone. For eligible projects not currently located in such a zone, the City Council may choose to so designate the applicant's property in order to allow for a tax abatement. J. The owners of all projects receiving tax abatement shall properly maintain the property to assure the long term economic viability of the project. V. PROCEDURAL STEPS Each request for property tax abatement shall be processed according to the following procedural guidelines. A. Application Submission: Provided that the project meets the criteria detailed in Section III of this policy, the Applicant must complete and submit a City of Fort Worth "Application For Tax Abatement" form (with required attachments) and pay the appropriate application fee. B. Application Review and Evaluation: The Economic and Community Development Department will review the application for accuracy and completeness. Once complete, the application will be evaluated based on: 1. Types of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement package(s), transportation assistance, and any other. 2. Percent of new jobs committed to Fort Worth residents. 3. Percent of new jobs committed to Fort Worth "Central City" residents. 4. Percent of construction contracts committed to: a. Fort Worth based firms, and b. Minority and Woman-owned Business Enterprises (MWBEs). 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Woman-owned Business Enterprises (MWBEs). 6. The project's increase in the value of the tax base. 7. Costs to the City(such as infrastructure participation, etc.). 8. Other items which may be negotiated by the City and the applicant. Based upon the outcome of the evaluation, the Economic and Community Development Department may present the application to the City Council's Economic Development Committee. C. Consideration by Council Committee Page 5 of 8 Should the Economic and Community Development Department present the application to the City Council's Economic Development Committee, the Committee will consider the application at an open meeting. The Committee may: (1) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement; or (2) Request modifications to the application. Economic Development staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (3) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. D. Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. E. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January 1 of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement, taxes levied during the construction of the project shall be due and payable. VI. RECAPTURE If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. VII. INSPECTION AND FINANCIAL VERIFICATION The terms of the agreement shall include the City of Fort Worth's right to: (1) review and verify the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, (2) conduct an on site inspection of the project in each year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. VIII. EVALUATION Page 6 of 8 Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. On or before February 1" of every year during the life of the agreement, any individual or entity receiving a tax abatement from the City of Fort Worth shall provide information and documentation which details the property owner's compliance with the terms of the respective agreement and shall certify that the owner is in compliance with each applicable term of the agreement. Failure to report this information and to provide the required certification by the above deadline shall result in any taxes abated in the prior year being due and payable. IX. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY No tax abatement rights may be sold, assigned or leased unless otherwise specified in the tax abatement agreement. Any sale, assignment or lease of the property which is not permitted in the tax abatement agreement results in cancellation of the agreement and recapture of any taxes abated after the date on which an unspecified assignment occurred. Page 7 of 8 For additional information about this Tax Abatement Policy, contact the City of Fort Worth's Economic Development Office using the information below: City of Fort Worth Economic & Community Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 871-6103 http://fortworthgov.org/ecodev/ FORTWORTH, 0"44 Page 8 of 8 Exhibit "B" Legal Description Being a tract of land situated in the John Bursey Survey, abstract number 123, Tarrant County, Texas, and being a part of block 8, Carter Industrial Park addition as shown on the plat recorded in volume 388/31, page 52, plat records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a 5/8 inch iron rod with yellow cap stamped "Carter& Burgess" set at the intersection of the west right-of-way line of Oak Grove Road(80' in width) and the south right-of-way line of John Burgess Drive (60' in width); Thence S 00' 1T5 I" E, 350.00 feet with the west right-of-way line of Oak Grove Road (80 ' in width)to a 5/8 inch iron rod with yellow cap stamped"Carter & Burgess" set at the point of beginning; Thence S 00' 13' 51" E, 350.00 feet continuing with the west right-of-way line of Oak Grove Road (80' in width)to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set; Thence S 8SP45' 00" W, 1573.06 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set at the beginning of a curve to the left; Thence 381.56 feet along the arc of said to the left, through a central angle of 36'30' 57", having a radius of 598.69 feet, the long chord of which bears N 21°20' 31" W, 375.13 feet to a 5/8 inch iron rod with yellow cap stamped "Carter& Burgess" set; Thence N 8945' 00" E, 1708.18 feet to the point of beginning and containing 566,640 square feet or 13.008 acres of land more or less. James F. Kasson Registered Professional Land Surveyor No. 4500 May 12, 2003 Salubris facility in Carter Business Park UTH WAY D C-) �� m�oQ�� Sq �O�'S,O��F O AGF 0 0 ROMA GLASGOW D -1 O DUBLIN O MQ s (D z O� 0 m ENGBLAD < LIMERICK r' J5 GP�Q S r PARKW AY HIGHLAND Z 0O O BERKSHIRE I 4 CX Z G7 I HALLMARK S JOEL EAST O CST j p SHEFFIELD n aAFTON z South REVERE D m BELLVUE rm. m i South Enterprise Zone m CA O VICTORIAN p Z CHATEAU z COTILLION n 0 m D m JOHN BURGESS r Salubris t RiMe<F ENON LL u-� M EVERMAN N A Exhibit "C" INCENTIVE APPLICATION GENERAL INFORMATION 1. Applicant Information: Company Name: Sal ubris Limited Partnership Company Address: 3113 South University,Ste. 505 City, State, Zip Code Fort Worth, Texas 76109 Contact Person : Dean Davis, Manager Telephone: 817-335-8282 Fax: 817-335-8281 E mail Address: 2. Project Site Information Address/Location Carter Industrial Park, Part of Block 8, Fronting on Oak Grove Road Current zoning: J . Will Property need to be rezoned? N . Will the project require any site or building variances? N . If Yes? 3 Incentives Requested: [X] Reduced/Waived Development Fees [X] Reduced/Waived Permits Fees [ ] Community Facilities Agreement [ ] Land Bank Program [X] Tax Abatement [X] Workforce Development [ ] Transit Provisions [X] Enterprise Zones Qualified Business [ ] IRB [X] Enterprise Zone Project [ ] Bridge Financing/below market loan financing [ ] Other 4 Do you intend to pursue abatement of. County Taxes [X] Yes [ ] No School Taxes [ ] Yes [X] No 5 What level of abatement will you request? Years? 10 . Percentage? 90% year 1-5, 75% year 6-7, 50%year 8-10 PROJECT INFORMATION For real estate projects, please include below the project concept, targeted tenant mix, project benefits and how the project relates to the community plans. Please attach a site plan. For business expansion projects, please include below the services provided or products manufactured, major customers and locations. 6. Please provide a brief description of project. See Attached 7. Project Description Size of project: 45 - 62,000+ Square Feet 13.+ Acres Check all that apply [] Office [ ] Multi-family [] Retail [X] Industrial 45- 62,000+ Square Feet Will any portion of the project be vertical mixed-use?No Anticipate date when construction will start? 10/31/03 Anticipated date of occupancy? 6/15/04 A. Real Property Current Assessed Valuation of Land $ +/-311,652 Improv $ New Construction: Size: 45 - 62,000+ sq ft Cost of Construction: $ 7,000,000 (esT Phase 1> 1,800,000(est) <Phase 2> Renovation: Size: sq ft Cost of Construction: $ Site Development(parking, fencing, landscaping, etc.) Type of work to be done: Private Street, Parking, Fencing, Landscaping, Rail Cost of Site Development: <Phase 1> 1,100,000 B. Personal Property (complete all applicable) Current value of personal property exclusive of inventory and supplies in Fort Worth: None Value of personal property, exclusive of inventory and supplies, for which you are seeking a tax abatement: <Phase 1> 9,500,000 <Phase 2> 6,100,000 Current Value in Fort Worth: Inventory $ None Supplies $ None Value for inventory and supplies after development/relocation and /or expansion: Inventory $ None Supplies $ 50,000 Percent of Inventory eligible for Freeport exemption (inventory, exported from Texas within 175 days) None % Are seeking working capital financing? Yes If so please state the value of working capital being sought: $ 2,000,000.00 8. Employment and Job Creation: Temporary 1. How many construction jobs will be created? 20 <Phase l> 2. What is the estimated payroll for these jobs? $30,000 per annum per worker Permanent 1. How many persons are currently employed? 0 2.What percent of current employees above are Fort Worth residents? 0 % 3 What percent of current employees above are Central City residents? 0 % 4 Prease coinlete the following table. Est. First Year Est. Fifth Year Est. Tenth Year New Jobs Created 30 80 80 Less Transfers 0 0 0 Net Jobs 30 80 80 r % of Net Jobs to be filled 50% 60% 600/, by Fort Worth Residents %of Net Jobs to be filled 50% 60% 60% by Central City Residents • if any employees will be transferring, please describe from where they will be transferring. Please attach a description of the jobs to be created,tasks to be performed for each and the wage rate for each classification, and a brief description of employee benefits package(s) offered including portion paid by employee and employer respectively. See question#12 for more information. 9. Local Commitments What Percentage of construction costs (7 A above) will you commit to spend with: * Fort Worth Businesses? 40% * Certified Fort Worth based MWBE 17% Regarding discretionary supply and service expenses(i.e. landscaping, office or manufacturing supplies,janitorial services, etc.): What is the annual amount of discretionary supply and service expenses? $50.000 Y1&2 -$75,000 Y3 & on. • What is the percentage that will be committed to Fort Worth businesses? 50% • What percentage will be committed to certified Fort Worth based MWBE 15% DISCLOSURES 10 Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. No. 11. Please provide the following information as attachments; a) Explain why the incentive(s) requested is(are)necessary for the success of this project. Include a development and/or business operating pro-forma or other documentation to substantiate your request. b) Describe and environmental impacts associated with this project. C) Describe any direct benefits to the City of Fort Worth as a result of this project. d) Attach a legal description or surveyor's metes & bounds description. e) Attach a site plan for any real estate development project. f) Attach a copy of the most recent real and personal property tax from Tarrant Appraisal District. g) Attach a description of the jobs to be created (technician, engineer, manager, etc.) tasks to be performed for each and wage rate for each classification. h) Attach a brief description of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. On behalf of the applicant, I certify the information contained in this application (including all attachments)to be true and correct. I further certify that, on behalf of the applicant, I.have read the current "Land Bank Policy", Tax Abatement Policy" and/or "Fort Worth Enterprise Zone" Information Packet and agree to comply with the guidelines and criteria stated therein. Dean Davis Manager Printed Name Title It,—, 7 LO J Signature D to WSM xoa OVA B3 r F, &4 i,oe NLHon Sts z: 0 0 W OO x. � 03a KAn iwn Im ONDwa n+aba 30"Mlr� Salubris Partners Application Request 6. aRieet Information This project is a contract food iiradk6on service center.Irradiation services will be provided to food manufacturers of fresh and frozen product for food borne pathogen reduction,This process is a value-added part of the food processing industry. Customers will be food manufacturers who produce unprocessed,raw products and,when approved, processed food products. 11 A.R agm:&=1# . Attached you will fund a projection of income for this facility.The start-up nature of this project and the modest but increasing revenues indicates that there will be a period of time during which the company will need financial stability.We are bringing an exciting new business model to Fort Worth that will extend a competitive advantage to all of the surrounding businesses that are our customers. We are turning to the City of Fort Worth for an attempt at equalizing this disadvantage we endure as a new business.We feel that the reasons listed in 11 C and the fact that we will provide stable jobs for North Side residents are justifications for generous treatment of our request. 11 B. Environmental studies will not need to be done because the facility does not have significant emissions or other impacts on the environrnent. 11 C. This project is estimated to create 6 jobs in supporting businesses for every job created in the facility.The area immediately adjacent to the facility will become a highly attractive area for food producers to locate because transportation costs to and from our facility will be difficult for the producers to pass on to the end user.The city of Fort Worth would benefit as the immediate area is further developed and property taxes are assessed and development fees are levied This project will create a strategic advantage for businesses already located in the Fort Worth arca,They will be able to have their product treated without incurring large transportation expenses.This will allow for expansion of the established businesses. SureBeam/Salubris already has contracts with producers located in Fort Worth. 11 D.Metes and Bounds ars attached. 1 1 E. See attachment. 11 F. See attachment. l 1 G. Operational Personnel- E-Beam Dual Line- Operator— i per shift(3 total)—530,000/annum Tasks-Operation of the irradiation system and personnel and equipment safety and efficient use of the operating time of facility. Material Handler—7 per shift(21 total)-520,000/annum Tasks—insures product processed is loaded on conveyer in correct manner and re-palletizing processed product for shipment SG& A Personnel- Facility Manager— I -580,000/annum Sales/Customer Relations Manager— 1 -$50,000/annum Maintenance Tech-1 per shift(3 total)-$50,000/annum Administrative—3-530,000/annum 11 H. We will offer group health and disability insurance to full time employees. We will subsidize 100%of the health care expense for tate employee and for the employees family the subsidy will be greater than 30%. There will be a$1000 monthly cap on total subsidies for employees, We will offer employees the ability to participate in a 401 k plan and will offer matching of 25%of contributions of up to 5%of total salary for employees that have been with the firm longer than I year. q 90 ^ QQ" 0Dr h _m 5� pQpQh �n (7(��� rn pC fQj h ao �.+r Qp TN W O Ilk mdD LL7 QCO� 10 Y7 � CC �� H h O QC A m ~ M » M M M a �aq+ rp+ yo477 O0 ^ N QpQq qpqq 8pQ .� •X• V W n oppp COop n rr sv11 COpo qqq iNN eX� p♦� :� h C+ O o P'=t0 � r00 Y M G m O CM § 10 N ~ r topq cp TeM� �( 8 J ♦ h N O A N N O W a dD d 4 O n m ` r O rym N rp D Il O 10 ry� 0 07 p Q} A l'7 t0 }♦♦♦q qq�� Fq8- ^ 1ryy H<-) N t7 -W Y N CO f7 m O \A v 4 j N N 00 Mp �tpy �[{p7pq �. p Q!oD pQ pQ cp »�p pq �p M 04 tmj 'tm h r •�• C m O r 01 n{I� O O �D (V �D �Yl O N V2 r- tl f CpAti ch» /Qp� �j a* wOo.crm m ob P nQ p N r M1 �O W ! 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O-W 40mm (n < .I`-_ m Q� p � OQOQWo o Ln OW co LO CD N a1-C) c1" a Ln�� cn0Cc No MIo� Zo Z - zLn zw-fA wir-W LIJW WO NW LJ q' O < <n W Q S U w 0 C)F- U 11 U tW o I- U CD zm - mZ I F- zou z m z zn -m Z . -D=OS J 1- O W Q S W Y Q w Q W N 4 W%D W C Q Q-0 G}ktJ 2 O-= S Q-U =_L- 2 Li U =-(D a) d h-m U N 3 t-- x CO F- 0 I-- N F- O 7— (IVOU o � v .00 •09� 3_, 000S EXHIBIT"D" PHASE I AND PHASE II REQUIRED IMPROVEMENTS Description Phase I Phase II Land & Connection Fees $870, 000 . 00 $0 . 00 Building and Site Prep $7,200, 000.00 $1, 800, 000. 00 Electron Beam Accelerators $8, 900, 000.00 $6, 100, 000. 00 Forklifts $150, 000. 00 $150,000.00 Office Furniture & Equipment $30, 000.00 $5, 000.00 Lockers $10, 000.00 $5, 000. 00 Misc. Equipment, Signs, Etc. $50, 000.00 $10, 000.00 Security System $8,000.00 $0.00 Phone System $4,000.00 $1, 000.00 Total $17,222, 000.00 $8, 071, 000.00 Real Property Total $8, 078, 000.00 $1, 800, 000.00 Personal Property Total $9, 144, 000.00 $6,271, 000.00 M fi City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/30/2003 CONTINUED FROM A PREVIOUS WEEK DATE: Tuesday, September 23, 2003 REFERENCE NO.: G-14102 LOG NAME: 17ABATEMENT SUBJECT: Authorize Execution of a Tax Abatement Agreement with Salubris Limited Partners and Related Findings of Fact by the City Council RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the attached Tax Abatement Agreement with Salubris Limited Partners (Salubris) for a two phase project; and 2. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with Salubris Limited Partners (Salubris) are true and correct. DISCUSSION: The real property subject to abatement in the attached Tax Abatement Agreement with Salubris is located in the Carter Industrial Park in south Fort Worth. The City Council designated this property as Tax Abatement Reinvestment Zone Number 45. This reinvestment zone is located in COUNCIL DISTRICT 8. Project Salubris is considering the construction of a food irradiation center which will service food manufacturers of fresh and frozen products in the southwest region of the United States. Food irradiation is electronic pasteurization that uses ordinary electricity to generate a beam of accelerated electrons near the speed of light. The high-speed beam is scanned across a food product, and in seconds, it breaks the DNA chain of harmful bacteria that can cause food-borne illnesses. The 45,000 square feet facility is estimated to have a construction cost of $7,000,000 during Phase I. Salubris is also planning to acquire $9,500,000 in new taxable personal property during Phase I of the project. During Phase 11 of the project, which will be completed by October 1, 2007, additional improvements costing at least $1,800,000 will be made and $6,100,000 in new taxable personal property will be acquired. Employment Salubris will be creating at least 30 full-time jobs in the first year of operation, of which at least 50% will be committed to Central City residents. By the fifth year of operation, Salubris will have at least 80 full-time jobs in the facility and at least 60% of those positions will be committed to Central City residents. Utilization of Fort Worth Businesses Regarding utilization of Fort Worth. based businesses, Salubris has committed 40% of total construction T.nannme- 17ARATF.MF.1vT Pap-e 1 of 3 spending to Fort Worth construction contractors and/or subcontractors. Additionally, the company has committed 50% of total supply and service expenditures to Fort Worth companies. Utilization of Fort Worth MWBE Businesses Regarding the utilization of Fort Worth Minority Business Enterprises (MBEs) and Fort Worth Women Business Enterprises (WBEs), Salubris has committed 17% of total construction spending to Fort Worth MWBE construction contractors and/or subcontractors. Additionally, the company has committed 15% of total supply and service expenditures to Fort Worth MWBE companies. Abatement Terms Salubris will receive a 10-year declining tax abatement on real and personal property for a maximum net average abatement of 75%. The abatement incorporates Salubris' construction/personal property expenditures, employment, and total supply and service spending. If any portion of these three components is missed, the entire component is reduced to zero. The abatement is structured as follows: Years 1-5 Years 6-7 Years 8-10 Employment 30% 45% 45% 30 minimum positions (years 1-5) 50% filled by Central City residents 80 minimum positions (years 6-10) 60% filled by Central City residents Real and Personal Property Improvements 40% 0% 0% Phase 1 minimum investment $16,500,000 Phase 2 minimum investment $7,900,000 Fort Worth companies 40% of total construction cost and Fort Worth MNVBEs 17% of total construction cost Annual Supply and Service Spending 20% 30% 5% Minimum annual spending $50,000 (years 1-5) Minimum annual spending $75,000 (years 6-10) Fort Worth companies greater of $25,000 or 50% and Forth Worth MNVBEs greater of$7,500 or 15% Total Possible Abatement 90% 75% 50% The tax abatement has a cap of 90% in years 1-5, 75% in years 6-7, and 50% in years 8-10. The maximum net average abatement over the term is 75%, which equates to approximately $93,420 annually if the maximum abatement is reached each year. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action does not require the expenditure of City funds. i nnnnma• 17 A R 4 TPNAP STT Pana 7 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office DT. Reid Rector (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Ardina Washington (8003) Peter Vaky (7601) T nrrnomo• 1 7 A R A T17t%/fT7'KTT paaP I of;