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Ordinance No. 14,886ORDINANCE NO. 145886 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A TAX ABATEMENT AGREEMENT FOR CERTAIN TAXABLE PROPERTY LOCATED WITHIN THE PORT 10 LOGISTICS REINVESTMENT ZONE WITH PORT 10 LOGISTICS, LLC; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the City Council of the City of Baytown has established, through Resolution No. 2726, guidelines and criteria governing tax abatement agreements by the City of Baytown in a reinvestment zone; and WHEREAS, the City Council of the City of Baytown, through Resolution No. 2726, has elected to participate in tax abatements; and WHEREAS, Resolution No. 2726 provides for the availability of tax abatements for both new facilities and structures and for the expansion or modernization of existing facilities and structures; and WHEREAS, on September 9, 2021, the City provided written notice to the presiding officer of the govenunental body of each other taxing unit in which the property subject to the agreement is located that the City intends to enter into the tax abatement agreement, which was included with the notice; and WHEREAS, on September 8, 2021, the City provided notice of the meeting at which the City Council will consider the approval of the tax abatement agreement, which notice contained the following: ;Owner 10 Logistics, LLC J __Port lan D. Feinsilver, President of Port 10 Logistics, !Name of Applicant LLC of Reinvestment Zone Fort 10 Reinvestment Zone _Naive Location of Reinvestment Zone 46.7988-acre tract of land located east of Thompson 3 oad and South of I-10, Harris County, Texas � One institutional -grade industrial building of Description of the General Nature of the Improvements ;approximately 102,814 square feet for distribution/warehouse purposes Estimated Cost of the _ 55500,000.00 Improvements ; and WHEREAS, the City Council of the City of Baytown finds that the terms of the agreement and the property subject to the tax abatement agreement with Port 10 Logistics, LLC, meet the applicable guidelines and criteria adopted by the City of Baytown; and WHEREAS, the City Council of the City of Baytown finds that entering into the proposed agreement will not result in a substantial adverse effect on the provision of the City's services or tax base and that the planned use of the property will not constitute a hazard to public safety, health or morals; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager and City Clerk of the City of Baytown to execute and attest to a Tax Abatement Agreement for certain taxable property within the Port 10 Logistics Reinvestment Zone with Port 10 Logistics, LLC. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 141 day of October, 2021. ON CAPETILLO, yor ATTEST: ti4101 gp,YTOiy.,.1 TF f m ANGELA CKSON, City Clerk i N.X r 9TF APPROVED AS TO FORM: KA�= L. -IT OR R, City Attorney RAKaren Homer\Documents\Files\City Council\Resolutions\2021\0ctober 14\TaxAbatementAgreementPonlOLogistics.docx Exhibit "A" City of Baytown Tax Abatement Agreement for Certain Taxable Property located in the Port 10 Logistics Reinvestment Zone TI-1F STATI" 01: TFXAS COI IN'lY 01: 11ARRIS '(-his Tax Abatement Agreement ("Agi-cenlcnt") is madC and cuter-c(i Into by and between OIy of Raytowll, I eras ("City"), and fort 10 Logistics, LL.C, it Dclaware limited llilhlllt)' company ( "Ober"), the owner of' taxahle property in I Inns C OLIWy. TCXas, located in fort 10 Logistics Reinvestment Lone ("Reinveshllent done") A 11111fu-i."-iti1111 phis AglCCI11CIlt is authorircd by (i) the Tcxas Property Rcdcvclopnlcnt and Tax Ahatcment Act, (11) Resolution No. 2726 of the City Council of the City of Baytown, "Texas, and (Ili) Ordinance No. 1 3,7()9 of'tic ('iV Council of the City of Ciaytotvn, "Texas, providing For the designation of' the Reinvestillctlt /.unc. 11 11f'{itl'It Id)IIQ For the purpose ot' this Agreement, the definitions set fo1-th In Resolution No. 2726 of tllc City Council of- the City of* Baytown. Texas. which is attached hereto as F.xllihit "A" and incotporatcd herein for all intents and puI-poscs (the "Guidelines"), shall govern unless it is apparent fi-om tfu context that tic term as used hcrciil has a different meaning or unless such word is specifically defined in this article. All other words shall he given their colllllloll, ordinary meanings, as the context may reasonably suggest. it. :Ihutc'nlcia nicans the filll or partial exemption fi-onl ad valorem taxes of,certain property in the Rcinvestlllctlt 'Lone dcsignatcd for economic dcvcloprticnt purposcs. b. 1111utcnlc ni Pei-iod 11cans the pulod ol't1111c colllnmictng January 1, 2023, and ending upon the sooner of (i) the fitIh anniversary of* the Effective Cate of Ahatement or (ii) the tunlini,ition of tllls Agreement pursuant to the provisions of' Article V I1 hereof`. Tax Abatement Agreeincnt. Page 1 C. Application means the Owner's Application for Tax Abatement in Baytown, Texas, which is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes. d. Base Year value means the appraised value of the property within the Reinvestment Zone as certified by the Harris County Appraisal District as of January 1, 2021, plus the agreed - upon value of eligible property improvenitnts made after such January 1 but before the execution of the Agreement. e. Construction Phase means a material and substantial improvement of the property which represents a separate and distinct construction operation undertaken for the purpose of erecting the Improvements. f: Effective Date of Abatement means January 1, 2023. g. Eligible Propertt? means the buildings, structures, fixed machinery, equipment and process units, site improvements, and that office space and related fixed improvements necessary to the operation and administration of the New Facility as hereinafter defined. h. Improvements means the buildings or portions thereof and other improvements, including fixed machinery, equipment and process units, used -for commercial or industrial purposes that are erected by the Owner on the property after the execution of this Agreement. i. Ineligible Property means that property described in Section 2(e) of the Guidelines. j. New Eligible Property means Eligible Property, the construction of which commences subsequent to the date of execution of this Agreement. A list of the New Eligible Property is set forth in the Application. During the Construction Phase of the New Eligible Property, the Owner may make such change orders to the New Eligible Property as are reasonably necessary to accomplish its intended use. k. New Facility has the meaning given to that term in Article VI hereof. 1. Subject Property has the meaning given to that term in Article III hereof. III Property The Reinvestment Zone is an area within Harris County, Texas, more fully described in Exhibit "C," which is attached hereto and made a part hereof for all intents and purposes. The property subject to this Agreement (the "Subject Property") is comprised of a tract of land totaling approximately 8.5845 acres of land, which is located within the Reinvestment Zone, assigned Harris County Appraisal District Account Number 1408570010001 and more fully described in the Application. Tax Abatement Agreement, Page 2 The values hereinafter established for tax year 2021 by the Harris County Appraisal District, plus $0.00 , representing the agreed -upon value of Improvements made after January 1, 2021, but before the execution of this Agreement, shall be the Base Year Values for purposes of this Agreement. IV Value and Term of Agreement Abatement on the Improvements shall he permitted only for the value of New Eligible Property as defined in Article It of this Agreement and as specifically listed in Exhibit "B." This Abatement shall be granted effective January 1, 2023 (the "Effective Date of Abatement'). The portion of New Eligible Property value to be abated shall be in accordance with the following schedule: 2025 2026 50% The abated value shall be the value of New Eligible Property, as adjusted each year. V Taxability During the Abatement Period, taxes shall be payable as follows: (1) The value of Ineligible Property shall be fully taxable; (2) The Base Year Value of Eligible Property existing prior to the execution of this Agreement, as the same may be adjusted each year, shall he fully taxable; and (3) The additional value of New Eligible Property shall be taxable in the manner as described in Section 2(g) of the Guidelines and in accordance with Article IV of this Agreement. The estimated value of the New Eligible Property to be abated pursuant to the Agreement is $5,500,000. The City shall enter into only one tax abatement agreement for the New Facility described in this Agreement during the existence of the Reinvestment Zone as designated by Ordinance No. 13,709. Tax Abatement Agreement, Page 3 VI Contemplated Improvements As set forth in the Application, the Owner represents that it will construct a 102,814 square - foot, front -load distribution/warehouse facility, that it reasonably expects will cost approximately $5,500,000 which shall. be used for commercial or industrial purposes ("New Facility"). The New Facility, as well as any other Improvements within the Subject Property, shall be completed in accordance with all applicable laws, ordinances, rules or regulations, including the City's zoning ordinance. The Owner herein agrees to construct or cause the New Facility to be constructed so that the New Facility will comply with the masonry and the articulation and relief standards specified in Section 3.10 of the Code of Ordinances; Baytown, Texas. The New Facility is expected to initiate or further the active conduct of a trade or business within the Reinvestment Zone. The Owner further agrees that construction of the Improvements. will begin on or before December 31, 2021, with completion on or before December 31, 2022. VII Employment It is contemplated that this construction project will result in the creation of five (5) jobs and approximately fifty (50) construction jobs during the Construction Phase of the New Facility. The project is not expected solely to transfer, or primarily have the effect of transferring, employment from one part of the City of Baytown to another. The Owner, on or before March 1 st of each year of this Agreement, shall submit to the Harris Countyr Appraisal District and the City a January employee count for the New Facility which corresponds to the employment count reported in the Owner's Employer's Quarterly Report to the Texas Workforce Commission. Tile Owner shall also on or before March l st of each year submit a separate notarized letter certifying the number of jobs created or retained as a direct result of the abated improvements and the number of employees in other facilities located within the City. These submissions shall be used to determine abatement eligibility for that year and shall be subject to audit if requested by the City. The Owner's failure to submit the counts and notarized letter shall result in the ineligibility to receive an abatement for that year and the termination of the tax abatement agreement and any abated taxes subject to recapture pursuant to Article VIII. VIII Event of Default A. In the event the New Facility is completed and begins operations as a service and distribution facility, but subsequently discontinues such operations for any reason excepting fire, explosion or other casualty, accident or natural disaster, for a period of one - Tax .Abatement Agreement, Page 4 year during the Abatement Period, then this Agreement shall be automatically terminated. In the event of termination pursuant to the provisions of this paragraph, the Abatement of taxes and payments for the calendar year during which the New Facility discontinues operations shall terminate, but there shall be no recapture of prior years' taxes and payments abated by virtue of this. Agreement. The taxes and payments otherwise abated for the calendar year during which the New Facility no longer produces shall be paid to the City prior to the delinquency date for such year or within sixty (60) days from the date of termination, whichever occurs first. The Owner shall notify the City at the address in Article XI within ten (10) days of any discontinuation, stating the reasons for the discontinuation and the projected length of the discontinuation. Should Owner fail to comply with this subsection, this Agreement shall be tenninated immediately and all taxes previously abated by virtue of this Agreement shall be recaptured and paid within sixty (60) days of the termination. Any and all recaptured taxes not paid within the 60-day period prescribed hereinabove shall accrue interest and penalties as set forth in Section B of this Article. B. If the Owner is in default of any term or condition of this Agreement or of the Guidelines during the Abatement Period covered by this Agreement, the Owner must notify the City in writing at the address stated in Article XI hereof within ten (10) days from the default and cure such default within sixty (60) days from the date of such default ("Cure Period"). If the City determines that Owner has failed to comply with this subsection, the Agreement shall be terminated immediately and all taxes previously abated by virtue of the Agreement may be recaptured together with interest at 6% per annum calculated from the effective date of the Agreement and paid within sixty (60) days of the termination.. If the City does not receive full payment within said sixty (60) days, a penalty of 15% of the total amount abated shall be added. C. In the event that Owner (i) allows its ad valorem taxes owed the City to become delinquent and fails to timely and properly to follow the legal procedures for their protest and/or contest'or (ii) violates any of the terms and conditions of this Agreement and fails to cure during the Cure Period, this Agreement will terminate automatically with no further notice to the Owner or opportunity to cure the default being necessary. If this Agreement is terminated, all taxes previously abated by virtue of this Agreement will be recaptured and paid within sixty (60) days of the termination, and penalties and interest shall be assessed as set forth in Section B of this Article. IX Administration This Agreement shall be administered on behalf of the City by the City Manager or his designee pursuant to the direction of the City Council. The Owner shall allow employees and/or representatives of the City who have been designated by the City Manager to have access to the New Facility during the term of this Agreement to inspect the New Facility to determine compliance with the terms and conditions of this Agreement. All inspections required herein will be made only after giving of twenty-four (24) hours' prior notice and will only be conducted in Tax Abatement Agreement, Page 5 such manner as will not unreasonably interfere with the construction and/or operation of the New Facility. All inspections required herein will be made with one or more representatives of the Owner and in accordance with the Owner's safety standards. Upon completion of the contemplated construction, the City Manager or his designee shall annually evaluate the New Facility to ensure compliance with the terms and provisions of this Agreement and shall report possible defaults to the City Council and the City Attorney. The Chief Appraiser of the Harris County Appraisal District shall annually determine (i) the taxable value after giving effect to the terms of this Agreement of the real and personal property located on the Subject Property and (ii) the full taxable value without Abatement of the real and personal property located on the Subject Property. The Chief Appraiser shall record both the abated taxable value and the full taxable value in the appraisal records. The full taxable value figure listed in the appraisal records shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. Each year the Owner shall furnish the Chief Appraiser with such information outlined in Chapter 22 of the Texas Tax Code, as may be necessary for the administration of the Abatement specified herein. The Owner must certify annually to the governing body of each taxing unit with taxing jurisdiction over the Property that the Owner is in compliance with each applicable term of this Agreement. X Assignment The Owner may assign its rights and obligations under this Agreement to a new owner of the New Facility with the prior written consent of the City Council, which consent shall not be unreasonably withheld. Any assignment shall provide that the assignee shall irrevocably and unconditionally assume all the duties and obligations of the assignor upon the same terms and conditions as set out in this Agreement. Any assignment of this Agreement shall be to an entity that contemplates the same Improvements to the property, except to the extent such Improvements have been completed. No. assignment shall be approved if the assignor or the assignee is indebted to the City for delinquent ad valorem taxes or other obligations. XI Notice Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when (i) it is personally delivered or (ii) it is deposited, enclosed in a wrapper with the. proper postage prepaid thereon, and duly registered or certified, return receipt requested, in a United States post office, addressed to the City or the Owner, as appropriate, at the following addresses. If mailed, any notice or communication shall be deemed to be received three Tax Abatement Agreement, Page 6 days after the date of deposit in the United States mail. Unless otherwise provided in this Agreement, all notices shall be delivered to the following addresses: Owner: Port 10 Logistics, LLC 1885 S. James Place, Suite 1100 Houston, Texas 77056 Attention: Alan D. Feinsilver City: City of Baytown P. O. Box 424 Baytown, Texas 77522-0424 Attention: City Manager Either party may designate a different address by giving the other party ten (10) days' written notice. XI1 Non -Waiver Failure of the City to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of perfortance shall not be considered a waiver of the right to insist on, and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. X1II Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIV Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. Tax Abatement Agreement, Page 7 XV Date of Agreement: Condition to Effectiveness The City executes this Agreement by and through the City Manager, acting pursuant to Ordinance No. of the City of Baytown, and this Agreement shall become effective on the date this Agreement is signed by the City Manager. This Agreement has been executed by the parties in multiple originals, each having full force and effect. CITY OF BAVTOWN RICHARD L. DAVIS, City Manager ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney PORT 10 LOGISTICS, LLC, a Delaware limitedliabilitycompany (2L4 / (Signature) A 1-A+) D . F�Ft Ni (W051L- (Printed Name) P R "� p" - - (Title) Tax Abatement Agreement, Page 9 ATTEST: (Signature) --sw-ss A( I) (Printed Name) V1 n��,, ��,;✓ (Title) RAKamn Homer\Db uments\Film\Comracts\Port 10 Tax Abatement Agreement II hTaxnbatementAgreemem.dmx Tax Abatement Agreement, Page 9 4 W N V Zz 0 m m0 O = r z 0 I— CL a ry 00 O= o M 1Sa�E