19-161•` •
WHEREAS, on February 5, 2019, after complying with all procedural requirements and
holding a public hearing in accordance with Chapter 312, Texas Tax Code (the "Act"), the City
Council lawfully passed Ordinance No. 19-083 (the "Ordinance") establishing Tyson Sales and
Distribution Reinvestment Zone No. XIV, City of Denton, Texas as a commercial/industrial re-
investment zone for tax abatement (the "Zone"), as authorized by the Act; and
Com-
panyduly authorized to •o business in the State of • -• a City of Denton
Application • to the City concerning contemplated use of
property located within the Zone; and
WHEREAS, the City Council has elected to participate in tax abatements in accordance
with TEX. TAX CODE ANN. Chapter 312, and has adopted policy statements, guidelines, crite-
ria and procedures for evaluating and considering applications and agreements for such incen-
tives; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by Tyson Sales and Distribution, Inc.,
are consistent with encouraging the development of the Zone in accordance with the purposes for
its creation and are in compliance with the Denton Policy for Tax Abatement and Incentives; and
WHEREAS, the City Council finds that the administration of a program of incentives to
Tyson Sales and Distribution, Inc., in exchange for completion of the project proposed by Tyson
Sales and Distribution, Inc., would contribute to the retention or expansion of employment in the
City and would attract major investment, which would contribute to the economic development
of the City; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with Tyson Sales and Distribution, Inc.; NOW, THEREFORE,
101511MUM01
SECTION 1. The findings contained in the preamble to this Ordinance are true and cor-
. • are adopted as if incorporated into the•• of # •
•. •
ings:
SECTION 2. The City Council finds and determines the following as legislative find -
A. The contemplated use of the premises and the contemplated improvements of the
premises (with such premises being specifically identified in the Tax Abatement
Agreement attached hereto as Exhibit "A") as indicated by Tyson Sales and Distribu-
tion, Inc. is consistent with encouraging the development of the Zone in accordance
with the purposes of its creation and are in compliance with the Denton Policy for
Tax Abatement and Incentives (the "Policy").
B. The City Council finds that the improvements sought by Tyson Sales and Distribu-
tion, Inc. within the Zone are feasible and practical and would be a benefit to the land
to be included in the Zone and to the City after the expiration of the Tax Abatement
Agreement to be entered into with Tyson Sales and Distribution, Inc.
C. The City Council finds that the Tax Abatement Agreement contains all the terms
which are mandatorily required to be included in any tax abatement agreement under
the Act.
D. In accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this Ordinance, and not later than the sev-
enth day before the date the City enters into a Tax Abatement Agreement with Tyson
Sales and Distribution, Inc., that the City Manager, through the Department of Eco-
nomic Development, who are hereby designated and authorized by the City Council
to give such notice, delivered to the presiding officer of the Denton Independent
School District and Denton County a written notice that the City intends to enter into
this Tax Abatement Agreement with Tyson Sales and Distribution, Inc., and that this
notice included a copy of the proposed Tax Abatement Agreement in substantially the
form of the Tax Abatement Agreement attached to this Ordinance.
E. The City Council finds that the project within the Zone is a redevelopment and ex-
pansion of an existing business as defined in the Policy and requires additional incen-
tives to promote economic development that generally satisfies the requirements of
the Policy and the City Council hereby authorizes a tax abatement of a maximum of
25% on the incremental valuation of the Taxable Tangible Personal Property as more
particularly described in the Tax Abatement Agreement attached hereto and made a
part hereof by reference as Exhibit "A" (the "Tax Abatement Agreement").
SECTION 3. The Tax Abatement Agreement is hereby approved. The Mayor, or in his
absence, the Mayor Pro Tem, is hereby authorized to execute the Tax Abatement Agreement
with Tyson Sales and Distribution, Inc., in substantially the same form as the Tax Abatement
Agreement attached as Exhibit "A".
SECTION 4. The City Council hereby instructs and authorizes the City Manager or
his/her designee to inspect, audit, and evaluate the progress of Tyson Sales and Distribution, Inc.,
to determine if it has met all of the conditions of the attached Tax Abatement Agreement prior to
Page 2 of 3
the tax abatement going into effect for each annual period specified in the Tax Abatement
Agreement.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in
this Ordinance, or application thereof to any person or circumstance is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions of
this Ordinance, and the City Council of the City of Denton hereby declares that it would have
enacted such remaining portions despite any such validity.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
The inofioji to approve this ordiiiance was triade by �ance
and
seconded by [lie ordiwas passed and approved by
]"/ — —
the followitig c
Aye Nay Abstain Absent
Mayor Chris Watts: V/
Gerard Hudspeth, District 1: V/
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the day of "
'U, etl` 1/ 2019.
ATTEST:
4t��NN-Hqt',R-W-ALr' CITY SECRETARY
910416t' WOM, Vlrealm
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
. .... ......
. .... .... . .
........... ............................
CHRI . S . MAYOR
Page 3 of 3
EXHIBIT"A"
TAC-4,ij,t-T FhlI-E►T,Ste7tc illi 11GII\T
8 IZMIR moky-1101 oil] ki I ZA MU I LIN
This Tax Abatement Agreement (this "Agreement") executed by and between the City of Denton,
Texas, a municipal corporation ("City"), duly acting herein by and through its Mayor, and Tyson
Sales and Distribution, Inc., a Delaware Corporation, duly authorized to do business in the State
of Texas ("Owner") duly acting herein by and through its authorized officer (singularly, "party,"
collectively "parties"), to be effective on the 5th day of February, 2019.
WHEREAS, the City Council of the City ("City Comicil") established guidelines and
criteria governing tax abatement agreements on March 20, 2018 by adoption of Resolution No.
18-148 stating that the City elects to be eligible to participate in tax abatement, as required by
Section 312.002(a) of the Act, and approving the Denton Policy for Tax Abatement and Incentives
(the "Egli ), a copy of which is on file in the City of Denton Economic Development Office and
which is incorporated herein by reference, to satisfy the Act and adopt guidelines and criteria
governing tax abatement agreements. The Policy of the City reflects a balance between the
revenue needs of local government and the desire to provide incentives for the expansion and
relocation of industry; and
WHEREAS, on February 5, 2019, the City Council passed Ordinance No. 19-159 (the
"Ordiiiance") establishing Reinvestment Zone No. XIV, City of Denton, Texas, as a commercial/
industrial reinvestment zone for tax abatement (the "Zone"), as authorized by the Act, which
Ordinance is attached as Exhibit "A" and describes and depicts the location of the Zone and the
acreage therein (the "Rea] 11'ro,1. which is located entirely in the City's corporate limits and
owned by Owner; and
WHEREAS, on June 6, 2018, Owner submitted an "Application for Tax Abatement" with
various attachments to the City concerning the contemplated use of the Real Property, which is
attached hereto as Exhibit "B" (the ,�11 "A lication"),and
q- . - - -
WHEREAS, the City Council finds that the proposed tax abatement offered to Owner in
exchange for Owner's installation, additions to, and use of, the Eligible Personal Property (as
defined in Article I, below) on the Real Property and as set forth in the Application and this
Agreement, and other terms hereof, will contribute to the retention or expansion of primary
employment in the Zone and will attract major investment to the Zone, which will benefit the Zone
and contribute to the economic development of the City, and are consistent with encouraging
development of the Zone in accordance with the purposes for its creation and are in compliance
Tyson Sales and Distribution Tax Abatement Agreement Page 1 of 16
with the Ordinance and Policy and similar guidelines and criteria adopted by the City and
applicable law; and I
WHEREAS, notice has been published in accordance with Chapter 312 of the Act and
written notice that the City intends to enter into this Agreement, along with a draft copy of this
Agreement, has been furnished by the City, in the manner and by the time prescribed by the Act,
to the presiding officers of the governing bodies of each of the taxing units in which the Real
Property is located; and
11'AEREAS, by virtue of the City following the requirements of the Act in creating the
Zone, the City and Owner now exercise their rights to enter into this Agreement, the terms and
conditions of which are detailed below and, together with the Exhibits, constitute the full and
complete agreement between the City and Owner concerning the partial abatement of the ad
valorem taxes assessed against the Eligible Personal Property (as defined in Article I, below)
within the Zone and otherwise payable to the City;
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, and other valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
•
"Abatement Period" shall mean the six (6) year period, including the Initial Abatement Term, that
begins on January 1 on the year following the year in which Owner receives a Certificate of
Occupancy for the Eligible Personal Property.
"Act" has the meaning set forth in the recitals of this Agreement.
"Application" has the meaning set forth in the recitals of this Agreement.
"Certificate of Occupancy" means a Certificate issued by the Building Official for the use of a
building, structure or land, when it is determined by the Building Official that the building,
structure or proposed land use complies with the provisions of all applicable Codes of the City of
Denton pursuant to the Denton Development Code Subchapter 23-5, and shall include a
"temporary" Certificate of Occupancy if used by the Building Official, who is authorized to issue
a tenijuWj Certificate of Occure�ancp before comcidetion of the entire w-*,r
provided that such portions shall be occupied safely. The Building Official shall set a time period
during which the temporary Certificate of Occupancy is valid, pursuant to 2012 International
Building Code.
"City" means City of Denton, Texas,
Tyson Sales and Distribution Tax Abatement Agreement Page 2 of 16
"City Council" has the meaning set forth in the recitals of this Agreement.
"District" means Denton Central Appraisal District.
"Eligible Personal Property" means the tangible personal property used in the production of
income excluding inventory, vehicles, and supplies, and which is not Ineligible Property, which is
estimated to be an investment of approximately Twenty -Eight Million Nine Hundred Thousand
•• ($28,900,000.00) • •
"Force Majeure" means when because of flood, fire, explosions, civil disturbances, strikes, war,
acts of God, or other causes beyond the control of either party, either party is not able to perform
anv or a I of its oblijatij i , _& - - gill jeeggi
"Ineligible Property" means real property, land and improvements existing on January 1 of the
year following the year in which Owner receives a Certificate of Occupancy for the distribution
facility, real property the value of which is captured by a tax increment reinvestment zone, tangible
personal property that the District classifies as inventory, vehicles, or supplies, real property used
primarily to provide retail sales or services to the public, real property used for residential
purposes, tangible personal property located in the Zone prior to the execution date of this
Agreement, or any other property for which abatement is not allowed by the Act.
"Initial Abatement Term" has the meaning set forth in Article 11, Section 3 of this Agreement.
ITT 711=777777 177fi-g-ri-elf -j1cdr77TM Ming Tacation
personnel p•
"Ordinance" has the meaning set forth in the recitals of this Agreement and is attached hereto as
Exhibit "A" and incorporated by reference.
"Owner" means Tyson Sales and Distribution, Inc.
"Policy" has the meaning set forth in the recitals of this Agreement.
"Real Property" has the meaning set forth in the recitals of this Agreement.
"Reinvestment Zone No. XIV" or "Zone" has the meaning set forth in the recitals of this
Agreement.
"Timely Completion" has the meaning set forth in Article II, Section La. of this Agreement.
"Zone" has the meaning set forth in the recitals of this Agreement.
Tyson Sales and Distribution Tax Abatement Agreement Page 3 of 16
P-qv(Z!%?111e11t oftile lZeal Propgtly.
a. Owner shall locate, install, or affix the Eligible Personal Property to the Real
Property. Subject to Force Maj eure delays not to exceed One Hundred Eighty (18 0)
days, Owner shall begin use and operation of the Eligible Personal Property on or
before December 31, 2021, which shall be evidenced by issuance of a Certificate
of Occupancy therefor by the City ("J"irtiely_ q! "). Owner represents and
warrants that it has the financial resources readily available to fulfill the
requirements to receive the tax abatements hereunder. This Agreement shall be
void ab initio and shall have no force and effect if Owner does not fulfill the
requirement for Timely Completion.
b. The Owner agrees that all construction and development on the Real Property shall
be in accordance with the Policy, all applicable laws, ordinances, codes, rules,
requirements and regulations of the United States, the State of Texas and the City
and any subdivision, agency or authority thereof, and, prior to commencing
construction or development, Owner shall secure all permits, licenses, and
authorizations required.
c. Simultaneously with the execution of this Agreement Owner shall execute Exhibit
"M to certify no employment of undocumented workers, required by state law for
economic development incentives, including tax abatements. The provisions in this
Agreement regarding Exhibit "M are required by Chapter 2264, Tex. Gov't Code
and shall govern over any conflicting provisions of this Agreement.
2. Partial, J`ax Abatetiiciit for E14yiblc Persoqal Pert
a. Tax abatement for Eligible Personal Property may be granted annually to Owner
during the Abatement Period in the following amounts after Owner's Timely
Completion of the Eligible Personal Property and locating, installing or affixing of
the Eligible Personal Property for each year of the Abatement Period if. (1) all grant
conditions and requirements of this Agreement are met, (2) the Appraised Value of
the Eligible Personal Property for that tax year of the Abatement Period is equal to
or greater than the threshold after depreciation amount as shown in Column (d) of
Table 1 in Section 11.2., which is 95% of the Appraised Value of the Eligible
Personal Property (before depreciation) estimated by Owner in the Application
adjusted according to the District's depreciation schedule, AND (3) Owner has
complied with the annual minimum requirement for Jobs, as detailed and defined
in Article 11, Sections I and 3, herein, and timely submits each year during the term
of this Agreement the Certificate of Compliance form attached hereto as Exhibit
"C", as detailed and required by Article II, Section 3; and Article III below,
certifying compliance:
Tyson Sales and Distribution Tax Abatement Agreement Page 4 of 16
Table 1
BPP Valuation 95%
b. The total abatement of taxes amount shall not exceed $269,000 over the 6-year term
of the abatement period.
c. The District shall determine all valuations as of January 1" of each year. All
personal property will timely be rendered by Owner with the District. Within ten
(10) business days of submitting renditions to the District, Owner shall provide the
City with copies of its tax renditions for all personal property during each year of
the Abatement Period. If the Owner lawfully protests the District's Appraised
Value of the Eligible Personal Property, the Appraised Value after the protest is
resolved shall be used in calculating the Appraised Value for that year.
d. If during any tax year of the Abatement Period, the Appraised Value for that year
is less than the threshold after depreciation amount as shown in Column (d) of Table
1 in Section II.2., the taxes for the Eligible Personal Property shall not be abated
for such year; however taxes may be abated in subsequent years of the Abatement
Period if the Appraised Value meets or exceeds the depreciated threshold amount
for that year. Owner may from time to time during this Agreement, install
additional Eligible Personal Property and modify, remove or replace Eligible
Personal Property at Owner's discretion provided that Owner shall still comply
with such minimum Eligible Personal Property value requirements as shown in
Table 1.
e. After the Abatement Period expires, the full value of the property improvements
and personal property at the time of assessment, including but not limited to the
Eligible Personal Property, shall be included on the tax roll and assessed in
accordance with applicable laws.
f. As required by Section 312.204(a) of the Act, it is the intent of the City and the
Owner to abate taxes only on the Appraised Value of Eligible Personal Property.
Taxes shall not be abated on Ineligible Property. The City is not obligated in any
way to payment of any costs or fees for the Eligible Personal Property and is only
agreeing to the abatement of taxes as specifically described in this Agreement. The
parties acknowledge that on the effective date of this Agreement, there is no
Eligible Personal Property in the Zone or on the Real Property.
Tyson Sales and Distribution Tax Abatement Agreement Page 5 of 16
,10-) Creation Requit-enients. Owner stated in the Application that 100 Jobs would be created in
the Zone within the six (6) years following receipt of a Certificate of Occupancy. Owner shall
create, by the end of the first year of the Abatement Period (hereinafter the "Initial Abatement
Tenn") and subsequently shall maintain throughout the remainder of the Abatement Period,
95 Jobs, which number is approximately 95% of the 100 jobs represented by Owner in
Application.
The 95 Jobs will be paid a weighted average hourly wage of at least $23.58 per hour, excluding
the cost of health insurance and retirement benefits. The minimum hourly wage is only 95%
of the wage represented by Owner in the Application.
Should Owner fail to timely create the required Jobs, (which said Jobs shall include pay
equivalent to weighted average hourly wage of at least $23.58 per hour, excluding the cost of
health insurance and retirement benefits), or should Owner fail to maintain the required
cumulative minimum 95 Jobs by the end of the Initial Abatement Term or during any calendar
year thereafter during the Abatement Period, the City will not certify to the District that Owner
is entitled to the abatement for that calendar year; however taxes may be abated in subsequent
years of the Abatement Period if the cumulative minimum number of Jobs to be added is
achieved in a subsequent year. All Jobs created must be located within the Zone and in the
City limits of Denton, Texas and must be direct labor positions that do not include principals
of the Owner. The City shall have the right to verify the Jobs the Owner is required to create
are actually created and maintained by the end of the Initial Abatement Term and on an annual
basis for the duration of this Agreement. Owner shall complete the Certificate of Compliance
in Exhibit "C" and submit it annually by March 3 1 " to the City. In addition, for employees
working within the Zone, Owner will provide the following with the Certificate of Compliance:
(1) Form 941 filed with the Internal Revenue Service for each calendar year; and (2) a roster
of its employees at the end of each year, listing the total number of hours worked by each
employee and the rate of pay for each employee during that year; however, Owner may redact
its employee identification numbers, social security numbers and other nonpublic personal
information about the employees not necessary to the verification required hereunder.
4. Material sl.1)1Y Purchase. Owner will make commercially reasonable good faith efforts
to maximize sales tax payable to the City of Denton on the Eligible Personal Property,
including but not limited to equipment and construction materials, by employing or requesting
that its contractors employ the following measures:
a. for materials that can be obtained at comparable pricing, quality, quantity and
timing from a vendor having a place of business within the City of Denton, Owner
and its contractors shall take reasonable good faith steps to procure such materials
shipped from, or delivered to, such vendor's Denton location, and shall take
possession of such materials within the City of Denton; and
b. for materials obtained from vendors with no place of business within Texas, or
materials ordered directly with a vendor's supplier and shipped directly to Owner
or its contractors, Owner and its contractor shall take reasonable good faith steps to
Tyson Sales and Distribution Tax Abatement Agreement Page 6 of 16
procure such materials shipped or delivered to, and shall take possession of such
materials at, a location within the City of Denton.
5. Use and DistriqlApplicatiqq. The Eligible Personal Property shall be operated and maintained
for the purposes set forth herein, and as represented in the Application, so that the uses shall
be consistent with the general purpose of encouraging development or redevelopment of the
Zone, except as otherwise authorized or modified by this Agreement. On or before March 3 111
of each year of an Abatement Period, the Owner shall file form "Application for Abatement"
with the District declaring the Zone to be the tax situs of the taxable purchases made by Owner.
Owner shall be solely responsible for notifying the District of any tax abatement provided
hereunder and completing any forms or filings required by the District to qualify for or receive
a tax abatement during the Abatement Period.
III.
-W SPEC T--t*LTJS,—VRCAIP. X, S-41� WLFY&J-J-UT-UK1L#Y1—P-1
lITtlsaa coots. Subject to the terms of this Agreement contained in Article V, Section 13, the
Owner shall provide access and authorize inspection of the Real Property and Eligible Personal
Property by City employees and allow sufficient inspection of financial information to ensure
that the Eligible Personal Property is made and the thresholds are met according to the
specifications and conditions of this Agreement. Such inspections shall be in addition to, and
not in place of, any inspections required by ordinance for construction of improvements and
the like. Such inspections shall be done in a way that will not interfere with Owner's business
operations. City shall annually (or such other times deemed appropriate by the City) evaluate
the project to ensure compliance with this Agreement.
2. AAinual Certificate of Compfiaiice. Owner shall deliver to the City before March 3 1 th of each
year a Certificate of Compliance utilizing the form attached as Exhibit "C" to begin the first
year of the Abatement Period and each year thereafter during the term of this Agreement. Said
Certificate shall reflect all relevant information from the previous calendar year. The form is
subject to revision by the City provided that such revision does not materially change Owner's
rights or obligations under this Agreement. In the Certificate of Compliance, Owner shall
warrant to the City that it is in full compliance with each of its obligations under this Agreement
for the preceding year.
Qeterrniq�i y9f,Aniwa1 Qualification to Receive Abaterpept. The City shall make a
decision and rule on the eligibility of the project for tax abatement based on the information
furnished each year by the Owner and by the District on or before September l't of the taxable
year. However, if Owner has initiated a lawful protest of any Assessed Values which is not
finally resolved by September I st, then City may delay approval for eligibility for such year
until final resolution; provided however, if final resolution occurs too late for the District to
process the abatement, then Owner shall not receive a tax abatement for that year of the
Abatement Period.
4. Termination for Fai [tire to provide QuaL cation Documents. The City is not obligated to
ffi_ .... . ...........
continue this Agreement if the Owner fails to timely submit its Certificate of Compliance after
Tyson Sales and Distribution Tax Abatement Agreement Page 7 of 16
receiving written notice of such failure from the City and having the opportunity to cure such
deficiency within a ten (10) business day period from the date of notice. If the City is unable
to confirm the Owner's compliance for its obligations in any year of the Agreement due to
Owner not providing proof of compliance within one year from the due date of the Certificate
of Compliance, then there will be no Abatement(s) for that year.
IV.
• • • AND DEF,4,UL1
Coveiiants of Owner. Owner covenants and agrees with City that, while this Agreement is in
effect, Owner will comply or cause compliance with the following terms and conditions, which
are material terms to this Agreement:
a. Owner shall timely perform and comply in all material respects with all terms,
conditions, and provisions set forth in this Agreement;
b. Owner shall timely file all sales tax returns required under Texas law to be filed
with the Comptroller and timely pay all amounts due as reflected on such tax
returns;
Owner shall timely pay all ad valorem real or personal property taxes owed, or not
abated, to the City;
d. Owner shall provide accurate and truthful representations, statements and
information in all documentation provided to the City, including but not limited to
Exhibits "B", "C", "D", and "E"; and
e. Owner shall occupy the Real Property and operate the Eligible Personal Property
on the Real Property during the Abatement Period in the manner set forth in the
Application.
2. CLty_'.s Reniedies.
a. In the event that Owner: (a) owes ad valorem taxes or sales and use taxes to the
City that are delinquent; (b) violates any of the terms and conditions of this
Agreement; (c) fails to achieve Timely Completion the Eligible Personal Property
and/or renditions as provided by this Agreement; (d) fails to create and maintain
the 95 Jobs Owner agreed to create herein; or (e) violates a covenant in Article IV,
Section 1, above, this Agreement may be terminated by the City, and all taxes
abated by virtue of this Agreement will be recaptured and paid to the City by Owner
within sixty (60) days of the termination. In addition, the City may opt to certify to
the District that Owner has failed to qualify for abatement for the tax year in which
the default occurred. Notwithstanding, for failures by Owner to create and maintain
the minimum valuation in Article II., Section 2., or minimum Jobs in Article II.,
Section 3., such Sections shall apply to allow potential for abatement in future years
of the Abatement Period and this paragraph regarding termination shall not apply.
Tyson Sales and Distribution Tax Abatement Agreement Page 8 of 16
b. If Owner is convicted of a violation of 8 U.S.C. Section 1324(a)(f) as described in
Exhibit "D", this Agreement shall automatically terminate, and recapture of all
taxes abated by virtue of this Agreement shall be made as described in Exhibit "D".
C. The dissolution or termination of Owner's existence as an ongoing business,
Owner's insolvency, appointment of receiver for any part of the Real Property, any
assignment of all or substantially all of the assets of Owner for the benefit of
creditors of Owner, any type of creditor workout for Owner, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Owner
shall be a default under this Agreement and City may terminate this Agreement if
the default is not cured by Owner within sixty (60) days of the date of City's notice
of default to Owner.
3. I"orminatioiif(,)r,N'oilti,se. In the event that, after Timely Completion of the Eligible Personal
Property, the Owner subsequently discontinues operations, without prior written consent of the
City, for any reason excepting: (a) a shutdown of a facility, with assurance of the resumption
of operations, for the purpose of facility modification, expansion, improvement, retooling, or
similar purpose; (b) in the event the facility is being actively marketed, the City shall not
unreasonably withhold consent to a reasonable extension to such period to permit the sale of
the facility to another operator; or (c) the closure of the facility pending settlement of insurance,
casualty or condemnation claims, then this Agreement shall terminate and so shall the
abatement of the taxes for the calendar year during which the Owner no longer operates the
Eligible Personal Property. Any taxes abated for that calendar year in which operations are
discontinued shall be paid to City within sixty (60) days from the date of the termination.
4. Lien. City shall have a lien against the Real Property, Eligible Personal Property and any
Ineligible Property on the Real Property for the taxes and interest owed due to the recapture of
taxes under this Agreement during the time period beginning on the date such payment
obligation accrues and continuing until the date it is paid. Owner expressly consents to City
filing documents necessary to enforce the lien.
V.
Cz%y E.12_4J_RVAY_UW#_,1L�S
1. Conflicts with .... Act. This Agreement is made subject to all conditions, prohibitions, obligations,
......... — acts of default, termination, reimbursement and recapture contained in the Act. In case of
conflict between this Agreement and the Act, the Act shall control.
2. Recitals. The recitals to this Agreement are incorporated as if fully set forth herein and were
relied on by the parties when entering into this Agreement.
3. 'I"'erm of This Agreement shall terminate on December 3 1 " of the last year of the
six -year Abatement Period, unless terminated earlier as allowed by this Agreement, including
any Exhibits hereto.
Tyson Sales and Distribution Tax Abatement Agreement Page 9 of 16
4. Notices. All notices required or contemplated by this Agreement shall be provided in writing
and be addressed to the following, or such other party or address as either party designated in
writing, by certified mail postage prepaid, by hand delivery or via facsimile:
If to Owner, then to: Tyson Distribution, Inc.
Attention:
Mark B. Elser
Senior Vice President of Tax
2200 Don Tyson Parkway
Springdale, AR 72762
With a copy to: Tyson Foods, Inc.
Attn: Law Department
Mail Code CP004
2200 Don Tyson Parkway
Springdale, AR 72762
If to the City, then to: City of Denton
3MMT1WW%AW,T--T10
215 E. McKinney
Denton Texas 76201
Uax No. 940-349-8596
5. ffinc . The terms and conditions of this Agreement are binding upon the successors and
assigns of both parties hereto.
6. 5&fle As�ignnicnt or 1-.,ease (JJILOJy.
a. The rights, duties and obligations created by this Agreement shall vest in Owner.
The Owner may (from time to time) seek approval to assign this Agreement,
including all obligations, rights, titles, or interests of the Owner under this
Agreement, to any person or entity that is or will become the owner of the Real
Property (an "&s xa�ee"): (i) without City consent, if the assignment is to a wholly
owned subsidiary of the Owner or the Assignee is an affiliate controlled by or under
common control with Owner, if following such assignment, the Assignee continues
to occupy and operate the Real Property; or (ii) with the City Council's prior written
consent to any individual, partnership, joint venture, corporation, trust or other
entity which acquires title to the Real Property. Upon becoming the owner of the
Eligible Personal Property, any Assignee of Owner shall be treated as "Owner" and
become a party to this Agreement.
b. Owner shall be responsible for requesting approval of an assignment of this
Agreement in the event that the Real Property is sold, transferred, or assigned prior
to, or within a reasonable time after, such sale, transfer or assignment. No
assignment is effective until approved in writing by the City. Owner shall allow
Tyson Sales and Distribution Tax Abatement Agreement Page 10 of 16
City at least fourteen (14) days to process an administrative approval and at least
twenty-one (21) days to process a City Council approval.
C. Each assignment shall be in writing, executed by the Owner, and the Assignee and
shall obligate the Assignee to be bound by this Agreement. A copy of each fully
executed assignment to an Assignee shall be provided to the City within ten (10)
days after execution.
7. Ci "s AUt11Qri1_y. City represents that this Agreement was approved by the affirmative vote of
a majority of the members of the City Council of the City of Denton at a regularly scheduled
meeting, and execution authorized, at its meeting on February 5, 2019.
Owtier's ALItlIQ . Owner represents and warrants that: (1) it has sufficient legal authority to
conduct business in the State of Texas; (2) it has full capacity and authority to grant all rights
and assume all obligations that it has granted and assumed under this Agreement; and (3) that
the person or persons executing this Agreement on its behalf has been duly authorized to do
so. Evidence, which must be satisfactory to the City, that the person signing this Agreement is
authorized to bind Owner to all of the terms and conditions of the Agreement is attached hereto
and incorporated herein as Exhibit "E".
9. Entire Agrccr ept. This Agreement is the entire agreement between the parties with respect
to tax abatements.
10. Goycrr t N aw. This Agreement shall be governed by the laws of the State of Texas, and
venue for any action concerning this Agreement shall be in the State District Court of Denton
County, Texas.
11. ("oupterparts. This Agreement may be executed in counterparts. Each of the counterparts shall
be deemed an original instrument, but all the counterparts shall constitute one and the same
instrument.
12. SLUVival of Coveriants. Any of the representations, warranties, covenants, and obligations of
the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the termination of this Agreement shall survive termination.
13. Qpep Records. If any person requests City to disclose any information of a confidential,
proprietary or trade secret nature relating to Owner, this Agreement or the Eligible Personal
Property under the Texas Public Information Act (Tex. Gov't. Code Ann See. 552.001 et seq.)
or any equivalent or successor statute (the "(alien Records,,Act") and such information is
subject to, or potentially subject to, an exception under the Open Records Act, then prior to
making any such disclosure and to the extent permitted under applicable law, City shall
promptly send notice to Owner of such request. Promptly, but no longer that three (3) business
days after the Owner's receipt of such notice from City, Owner shall notify City in writing
whether Owner opposes the release and desires City to request a determination from the Texas
Attorney General (an "0 iniop q !pqq��g") as to whether the requested information must be
disclosed pursuant to the Open Records Act. Contingent upon Owner's timely cooperation,
Tyson Sales and Distribution Tax Abatement Agreement Page 11 of 16
City shall submit a request to the Texas Attorney General identifying the basis for any claimed
exception; provided however that City shall only be required to comply with the foregoing to
the extent that City, in good faith, believes there is a reasonable basis for claiming that the
requested information is subject to an exception under the Open Records Act and the Open
Records Act permits City to make an Opinion Request in the circumstance in question. Owner
shall bear the burden of establishing to the Attorney General the applicability of any sections
of the Open Meetings Act claimed as an exception to disclosure in the Opinion Request by
timely submitting written comments to the Attorney General.
14. No Johit Venture. Nothing contained in this Agreement is intended by the parties to create a
partnership or joint venture between the parties, and any implication to the contrary is hereby
disavowed.
15. Qwper Stan.dir ). Owner, as a party to this Agreement, agrees it shall be deemed a proper and
- 1L
necessary party in any litigation questioning or challenging the validity of this Agreement or
any of the underlying ordinances, resolutions, or City Council actions authorizing same and
Owner shall be entitled to intervene in said litigation. This Section does not preclude the City
from bringing any defenses, including but not limited to governmental immunity.
16. Immunity. Owner agrees that by the execution of this Agreement, the City does not waive or
surrender any of its respective governmental powers, immunities, or rights. The parties agree
and acknowledge that this Agreement is not an agreement for the provision of goods or services
to the City under Section 271.151 et seq. of the Texas Local Government Code.
17. Ainei)dinent. This Agreement may be modified by the parties hereto to include other provisions
which have originally been included in this Agreement or to delete provisions that were
not originally necessary to this Agreement pursuant to the procedures set forth in the Act.
18. Section Nymbers and Fleading,,. Section numbers or other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
19. Severabili ' ty. In the event any article, section, subsection, paragraph, sentence, phrase or word
in this Agreement is held invalid, illegal or unconstitutional, the balance of this Agreement
shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete
said invalid article, section, subsection, paragraph, sentence, phrase, or word. In the event that
(i) the length of the Abatement Period with respect to any property is longer than allowed by
law, or (ii) the tax abatement applies to a broader classification of property than is allowed by
law, then the tax abatement shall be valid with respect to the classification of property abated
hereunder, and the portion of the term, that is allowed by law.
20. Tax Abatement Polio.The City has determined that it has adopted guidelines and criteria
governing tax abatement agreements for the City to allow it to enter into this Agreement
containing the terms set forth herein.
Tyson Sales and Distribution Tax Abatement Agreement Page 12 of 16
21. Pg1ky A� �1�� The City has determined that procedures followed by the City conform
the requirements of Policy.
22. No Tax Increment Bogds The Eligible Personal Property is not in an improvement project
financed by tax increment bonds.
23. No Conflict of Interest. Owner represents F • warrants thatneither the Real Property #
any of the Eligible Personal Property covered by this Agreement are owned or leased by any
member of the City Council, any member of the City Planning and Zoning Commission of the
City, or any member of the governing body of any taxing units joining in or adopting this
Agreement.
..
Ordinance. of # between the City zoning
ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or
regulations control.
Vyson Sales and Distribution Tax Abatement Agreement Page 13 of 16
�1 ♦ II1 a 1 1
► 1 � 1♦ I I 1 1 I ;1'
I 1 ♦ •• 11I I 1' 1 '' 1
♦ ♦ 1 1♦ I � I a I, 1••, 1, I•
I a � ` �, ;I 1, • I• 1,
26.Novested-,i-ial*s,, The signatories hereto shall be subject to all ordinances of the City, whether
now exisiin�or in the future arising. This Agreement shall confer no vested rights, as defined
and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Real
Property or Owner. Owners agrees and acknowledges •' , t • ! required by
the City 1 # ! project described `1 Application or other
improvements to the Real Property.
27.NoJ7hird,111,Li,r(yC1 Ins. The City, its past and future officers, elected officials,employees,
connection with the Owner or the design, construction, or operation of any portion of thn.
Eligible Personal Property or other improvements to the Real Property.
and agents expressly do not assume any responsibilities or liabilities to any third party in
• ! ! • 1 r `1 ! � • 1 � 1. ! � •
Exhibit "A" Ordinance Creating Zone with Zone Property Description
Exhibit "B" Owner's Completed Application for Tax Abatement
Exhibit
ExhibitEvidence of Owner'sAuthority
WHEREOF,IN WITNESS parties. 1, have executed this Agreement as of day and year
forthfirst set above.
r�,
Tyson Sales i Distribution Tax Abatement Page 14 of 6
ATTEST:
, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
STATE OF TEXAS §
COUNTY OF DENTON §
CITY O ' I TON, TEXA ,
BY:
CHRIS WATTS, MAYOR
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
SIGNATURE PRINTED NAME
TITLE
0
DEPART
Before me, the undersigned authority, a Notary Public in and for said State of Texas, on
this day personally appeared Chris Watts, Mayor for the City of Denton, known to me to be the
person who signed and executed the foregoing instrument, and acknowledged to me that this
instrument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the day ol. 2019.
....
�au�o�d °Jf°SIC/I4 Af4D;"0`4
1"utfli State ()1
� 4u 2�r t°Ban 4Ira1 i1 .1 ID 8 5I 2 14 J'
iou�wp�uwu�w,ww�w�vui�uw'vm �a'�t'�wro9iwNuu �mu!uu�w,w�i�m ^amWam���i��uioa�o "moo, w�iou��vinurrmuN�w,
N)'terry Public in and for
the State of Texas
My Commission Expires: Y1-1 �' r
OWNER
Tyson Sales and Distribution, Inc.
NL
By:_ , \ ) — Lj\
MAIDK B. ELSER
Its: 1 TlQ4—
Tyson Sales and Distribution Tax Abatement Agreement Page 15 of 16
STATE OF r 5 5 §
COUNTY §
s
Before me, the underSt Nned ittlliorily, a Notary Public in altd for said Slate rof-T4*a&, on
this day personally appeared ° 2, on behalf of 'Wvm ° 1, , 14 �1 14, 11oW[I to me
to be RSVP — -AY for said company, a division of +� P" � and to be the
person who signed and executed the foregoing instrument, and acknowledged to me that this
instrument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the �mmm _ day of 2019.
c" MM-
Tyson
Tyson Sales and Distribution Tax Abatement Agreement Page 16 of 16
o°q * 11 I-TWIVIN
ORDINANCECITY ► ATING ZONE WITH LEGAL DESCRIPTION O
ZONE BOUNDARIES
be replaced with duly adopted and executed ordinance)
��le, and Distribution Tr ►Exhibit
V 5 won U �.Ivwffi w-�BWA�wj no
V'AEREAS, the City Council of the City • • Texas ("City" or "Municipality")
desires to promote the development or redevelopment of a certain contiguous geographic area
within its corporate city limits and its jurisdiction by the creation of a reinvestment zone for
commercial/industrial tax abatement, as authorized by Tex. Tax Code Ch. 312 (referred to as the
"Property Redevelopment and Tax Abatement Act" or the "Act"); and
WHEREAS, a business known as Tyson Sales and Distribution, Inc., a Delaware
Comoration dA authorized to do business in the ilate qf TIxis, has rewested a 9� ateM
-A-11 17-11[t St UFMOF 01 V CSLUM DUMZ , , U WIL"I(I JIM %-LUISULI, In
Denton, Texas and build improvements and locate, install or affix property within the area to be
designated as Reinvestment Zone XIV; and
WHEREAS, the City Council desires to create a proper economic and social environment
to induce investment of private resources and productive business enterprises in this area of the
City, which meets the criteria established under §312.202 of the Act, and to expand primary
employment • to attract major investment; and
WHEREAS, such public hearing was continued to February 5, 2019, and held before the
consideration and adoption of this ordinance; and
WHEREAS, the City, at that hearing, invited any interested citizen or his representative
to appear and offer testimony or • for or against the creation of the reinvestment zone,
the boundaries •, the proposed reinvestment zone, whether all • •. • the territory described in
the notice calling the public hearing • •" •'rf in the proposed reinvestment zone, and
the concept • tax •, and
WHEREAS, in accordance with such public notice, all owners of property within t
proposed reinvestment zone and all other taxing units and other interested persons were given
opportunity at such public hearing to protest the creation of the proposed reinvestment zone
the inclusion of their property in such reinvestment zone; and I
WHEREAS, on the 20th day of March, 2018, on or before the holding of the above -
mentioned public hearing, the City Council passed Resolution No. 2018-148 establishing
guidelines and criteria governing tax abatement and incentive agreements and stating that the
City of Denton elects to become eligible to participate in tax abatement, in accordance with Tex.
Tax Code §312.002 and such Policy is now in effect and was in effect prior to the public hearing;
and
WHEREAS, at the public hearing proponents and opponents of the reinvestment zone
offered evidence in favor and against all matters relating to the creation of the reinvestment zone,
and, after hearing this testimony and evidence, the City Council deems it in the public interest to
create this reinvestment zone; NOW, THEREFORE,
SECTIONfacts and recitations contained in the preamble of this ordinance are
hereby found and declared to be true and correct.
SECTION 2. For the purposes of this ordinance, the following terms and phrases shall
have the following meanings ascribed to them:
A. Improvements — Improvements shall include, for the purpose of establishing eligibility under
the Act, any activity at the location, including, but not limited to, new construction,
reconstruction, renovation and repairs.
B. Taxable Real Property — Taxable real property shall be as defined in the Texas Property Tax
Code and shall not include personal property as defined in the Code.
C. Tangible Personal Property — Tangible Personal Property shall be defined as business
personal property, excluding inventory, vehicles and supplies.
SECTION 3. The City, through its City Council, after conducting the above -mentioned
�,iublic hearing, and having heo-6s1_&j&_&4wdence amil testimong makes the following findings and
determinations based on the evidence and testimony presented to it:
A. The public hearing on the adoption of the reinvestment zone has been properly called, held,
and conducted in accordance with §312.201 of the Act and all other applicable laws, and that
notice of such hearing has been published as required by law and delivered to the presiding
officer of the governing body of each taxing unit that includes in its boundaries real property
that is t1 be included in the proposed reinvestment zone as required 1y law; and
B. It substantially impairs or arrests the sound growth of the municipality creating the zone or
constitutes an economic or social liability in its present condition and use because of the
presence of predominately open or undeveloped and, because of obsolete platting,
deterioration • structures or site improvements, • other factors.
C. Prior to holding the public hearing, the City has adopted, by resolution, the guidelines and
criteria governing tax abatement agreements by adopting a Denton Policy for Tax Abatement
and Incentives, as amended, and the City has elected to participate in tax abatement; and
D. The City had jurisdiction to hold and conduct the public hearing • the •, • the
proposed the reinvestment zone, pursuant to • 312 of the Act; and
E. The boundaries of the reinvestment zone shall be the area described in the description
attached hereto as Exhibit "A" and as shown on the depiction attached hereto as Exhibit "B"
and being approximately 50 acres • on the Southeast comer of Western Boulevard and
Jim Christal in the corporate limits • the City • • Texas, such Exhibits "A" and
being incorporated and made a part of this ordinance as if written word for word herein; and
F. The creation of the reinvestment zone for commercial/industrial tax abatement with the
improvements expected to • developed by Tyson Sales and Distribution, Inc. would • of
benefit to the City and to the land to be included in the zone, with the boundaries as
described in Exhibit "A," after the expiration of the tax abatement agreement entered into
under §312.204 of the Act, and the improvements sought are feasible and practical; and
G. The reinvestment zone as defined in Exhibit "A" and shown on Exhibit "B" meets the criteria
for the creation of a reinvestment zone, as set forth in §312.202 of the Act, since it is,
"reasonably likely, as a result of the designation, to contribute to the retention or expansion
of • employment or • attract • investment in the zone that would • a benefit to
the property and that would contribute to the economic development of the •,
and
H. The reinvestment zone as defined in Exhibit "A" and shown on Exhibit "B" meets the criteria
for the creation of a reinvestment zone as set forth in the Denton Policy for Tax Abatement
and Incentives and the expected improvements in the boundaries of the zone are expected to
enhance significantly the value of all taxable real property and tangible personal property
located within the reinvestment zone.
Pursuant to §312.201 of the Act, the City, through its City Council, hereby
described in Exhibit "A" attached hereto and as shown on Exhibit "B" attached hereto and such
• XIV, City of Denton, Texas.
k7lill.;Ia(�)ii'lilill.1(7-po%"L.7&,L;.I:iim,t�IM- ire M Molf a liq 6) ill; 3JEJILLIZA Kill ITT-WRM 1141�16W to) dr!1OW44 tell
five-year term or unless earlier terminated by action of the City Council in accordance with
§312.203 of the Act.
SE(I 1`1 1ON.,6. To be eligible for tax abatement, a commercial/industrial project shall:
located wholly within the zone established herein;
B. Meet the requirements of the Denton Policy for Tax Abatement and Incentives;
C. Not include property that is owned or leased by a member of the City Council of the City of
Denton, or by a member of the Planning & Zoning Commission;
D. Conform to the requirements of the City's zoning ordinance and all other applicable laws and
regulations; and
E. Have and maintain all land located within the designated zone, appraised at market value for
tax purposes.
as shown below:
A. Duration of exemption from two years to ten years depending on the value of the structures
and real property in accordance with the Denton Policy for Tax Abatement and Incentives,
beginning with and including January 1, 2019; and
9. Share of taxes abated — from 25% of taxes on the value of appraised tangible personal
property, excluding inventory, vehicles and supplies for a period of six years, as more
particularly described in the Tax Abatement Agreement between the City of Denton and
Tyson Sales and Distribution, Inc., which are added, provided, however, nothing herein shall
prevent any other taxing unit that includes in its boundaries real property that is included in
the reinvestment zone from entering into a tax abatement agreement with a different share of
taxes abated on the total value of appraised improvements which are added, in accordance
with the requirements of chapter 312 of the Act.
SECTION 8. Any written agreements authorized under this ordinance must include
provisions for:
B. Access to and authorizing the inspection of the property by municipal employees to ensurs
that the improvements or repairs are made in accordance with the specifications and
conditions of the agreements;
C. Limiting the uses of the property, consistent with the general purpose of encouraging
development or redevelopment of the zone during the period that property tax exemptions are
in effect;
D. Recapturing of property tax revenues lost as a result of the agreement if the owner of the
property fails to make the improvements or repairs as provided by the agreement;
E. Containing each term agreed to by the owner of the property;
F. Requiring the owner of the property to certify annually to the governing body of each taxing
unit that the owner is in compliance with each applicable term of the agreement;
G. Providing that the governing body of the municipality may cancel or modify the agreement if
the property owner fails to comply with the agreement;
H. Contain any additional terms and conditions which the City Council deems are necessary, in
accordance with §312.205 of the Act, and that are negotiated with the owner of the property.
Provided, however, nothing herein shall prevent other taxing units, who include in their
boundaries real property within the reinvestment zone, from negotiating terms and conditions
that are different from any municipal tax abatement agreement, so long as the mandatory
terms and conditions required by §312.205 of the Act are included.
81"CTION 9. The City Council further directs and designates the City Manager and the
Economic Development Department as liaisons for communication with regard to all matters
pertaining to the Zone, including, without limitation, the development of the amendment of the
current Denton Tax Abatement and Incentive Policy if necessary, the negotiation of tax
abatement agreements with industries, commercial enterprises, and other businesses eligible for
tax abatement under the Policy and for communication with other taxing entities and the
Economic Development Partnership Board.
SECTION 10. All ordinances or • of ordinances in force when the provisions • this
ordinance be�came —effective which are inconsistent or in conflict with the terms or provisions
contained in this ordinance are hereby repealed to the extent of any such conflict.
SIX7 ION 1 �i. If any section, paragraph, clause, or provision in this ordinance, or
application thereof to any person or circumstance is held invalid or unenforceable, the invalidity
or unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining portions • this ordinance.
SECJJON 12. It is hereby found, determined, and declared that a sufficient written
notice oi�-the -date, -place, hour, and subject of the meeting of the City Council at which this
ordinance was adopted was posted and placed and conveniently accessible at all times to the
general public at the City Hall of the City for the time required by law, preceding this meeting, as
required by the Open Meetings Act, Tex. Gov't Code Ch. 551, and that this meeting was open to
the public as required by law at all times during which this ordinance and the subject matter
thereof has been discussed, considered, and formally acted upon. The City Council further
ratifies, approves, and confirms such written notice and contents posting thereof. The City
Council further finds that a quorum was present at such meeting.
SECTION 13. The contents of the notice of public hearing, which hearing was held
before the City Council and before the passage of this ordinance on January 15, 2019, and
continued to February 5, 2019, the publication of said notice is hereby ratified, approved, and
confirmed.
SECTION 14. This ordinance shall become effective immediately upon its passage and
approval.
___.._ . � ...........� � � �: � � �� ":��� ���� .
The motion to <�I)I)crwr�a� this ordnance was made by and seconded
by � �� , the ordinance was passed and approved by the
following vote;
Mayor Chris Watts:
Gerard Hudspeth, District 1
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
day of 2019.
.w ------
Page 6 of 7
ATTEST:
IF,N N - "1`qY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY Y "
Page 7 of 7
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
50 Acres, parts of Lots 13R, 3, 4A, 413, and 5
DESCRIPTION OF PROPERTY
SITUATED in the City of Denton, Denton County, Texas, and being portions of LOTS 3, 4A, 4B, and 5,
BLOCK A, WESTPARK ADDITION, PHASE 2, as shown on plat thereof recorded as County Clerk's File
No. 2013-318, and a portion of LOT 13R, BLOCK A, WESTPARK ADDITION, as shown on plat thereof
recorded as Clerk's File No. 2018-54, and said portions being described as one parcel as follows:
BEGINNING at an "RPLS 1640" capped 5/8" iron rod set for the most westerly northwest corner of said
Lot 13R, said point being an angle point in the easterly line of Western Boulevard (variable width right-of-
way-200 feet wide at this point), from which point a steel corner fence post bears South 63 degrees East,
0.82 foot;
THENCE North 45 degrees, 19 minutes, 50 seconds East with the northwesterly line of said Lot 13R and
a southeasterly line of said Western Boulevard, 32.75 to an 'RPLS 1640" capped 5/8" iron rod set for the
point of intersection of said northwesterly and southeasterly lines with the south line of Jim Christal Road
as described in instrument recorded as Clerk's file No. 2018-91388;
THENCE easterly with said south line of Jim Christal Road, across a portion of said Lot 13R, North 89
degrees, 58 minutes, 15 seconds East, 205.04 feet to an "RPLS 1640" capped 5/8" iron rod set for an
angle point in said south line of Jim Christal Road, and continuing with said south line North 89 degrees,
23 minutes, 35 seconds East, 856,11 feet to an "RPLS 1640" capped 5/8" iron rod set for the point of
intersection of said south line with the west line of a 34 foot wide rail easement described in instrument
recorded as Clerk's File No. 2013-137158;
THENCE South 1 degree, 09 minutes, 35 seconds West with said west line of rail easement and across
said Lots 13R and 3, in all 1485,87 feet to an "RPLS 1640" capped 5/8" iron rod set for an "L" corner in
said rail easement;
THENCE continuing with said west line of rail easement across a part of said Lot 3, North 88 degrees, 51
minutes West 15.0 feet to an "RPLS 1640" capped 5/8" iron rod found in place for a second "L" corner in
said easement;
THENCE continuing with said west line of rail easement across said parts of Lots 3, 4A, 4B, and 5, South
1 degree, 09 minutes, 35 seconds West, at 1000.0 feet passing an "L" corner in said easement, departing
from said west line and continuing 15.0 feet west of said west line of rail easement, in all 1053.17 feet to
an "RPLS 1640" capped 5/8" iron rod set for corner;
THENCE North 89 degrees, 37 minutes West across said Lot 5 and parallel with the common lot line
between said Lot 4B and 5, 518.29 feet to an "RPLS 1640" capped 5/8" iron rod set for corner in said east
line of Western Boulevard and the west line of said Lot 5;
THENCE northerly with said east line of Western Boulevard and the west lines of said Lots 5, 4B, 4A, 3,
and 13R, the following courses and distances:
North 1 degree, 09 minutes 10 seconds East, passing the common west corner of said
Lots 5 and 4B, and continuing in all 189.15 feet to the beginning of a curve whose center
bears North 88 degrees, 50 minutes, 48 seconds West, 1267.5 feet, from which point an
'RPLS 1640" capped 5/8" iron rod found in place bears South 50 degrees West, 0.24 foot;
northerly with said curve, passing the common west corner of said Lots 4B and 4A, and
continuing in all a distance of 642.73 feet to the end of said curve, from which point an
'RPLS 1640" capped 5/8" iron rod found in place bears South 50 degrees West, 0.24 feet;
North 27 degrees, 54 minutes, 05 seconds West, passing the common west corner of
said Lots 4A and 3, passing the common west corner of said Lots 3 and 13R, and
continuing in all 551.84 feet to the beginning of a curve whose center bears North 62
degrees, 05 minutes, 58 seconds East, 1132.5 feet, from which point a capped iron rod
found in place bears South 61 degrees East, 0.47 foot;
northerly with said curve, a distance of 574.27 feet to the end of said curve, from which
point a bent 1/2" iron rod found in place bears North 86 degrees East, 0.91 foot;
North 1 degree, 09 minutes, 10 seconds East, 125.15 feet to an angle point in said east
and west lines, from which point a bent 5/8" iron rod found in place bears South 70
degrees East, 1.01 foot;
North 6 degrees, 51 minutes, 50 seconds East, 201.0 feet to an angle point in said east
and west lines, from which point a bent %" iron rod found in place bears South 40 degrees
East, 0.59 foot;
North 1 degree, 09 minutes, 10 seconds East, 329.62 feet to the PLACE OF
BEGINNING, and containing 50.00 acres (2,178,000 square feet).
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Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
Please enter V* tequired (nIonraban in the shaded cells or cheick boxes. It you have addit0inial moles or
information to crictude, Insert rows or use, Column K.
Please attach any revelant maps, plats, ineles aind boundt, or renderings.
Only complete appkations will be considered,
ff you need assistance, call (940) 349-7776, Please email the completed cltm-stionnalre to
Carolijne.Booth@cftV,otden'ton.comi
Today's date: 6,1612018
Company Contact Wom
Marne: Tvsw Sales & Distribution
Address. P680M 2020 (cp'131l
City, State, ZM- Springdalt, AIR, 72765-22DD
website'WWW'tYson"Co"I
Person submitting the questimonnaire:
Name: Ai Ovown
Toga: SirTaxAccountant
Emark allyson.brown6tyson,corn
person responsilifir for "int adralnistration;
Name —ban Nash
raja. Oke'"Or Non l"wMeTax
Emait jilmiltoashotyson,com
Phone, 479-290-1168
Fax:
Brief desaiption vfcompanylhistary inctuding currum operabovist
Tyson Sates & Distribution provides reffigerated warehousing & dkstribLitiOn Senlices to thle
yson Poods, Inc compan4s,
T,YII
Compznyavvrwr%hRpOWWtO,VHi&l l : I PLIMCOY TfadW
Business for rM [;I COM"Ation OMM ye re [I Partnership I' ; We qMPieWrSfiiP
parent company wit affvficaWe): 11)rwiiii Fonds Ilvic
Company's primiary 6-d4ot North Amerkan lodwasy
CU M-Acation 5VM*M (IMCS) Code.- 493130
Is the Project a ralocado'" of an, eMaing facility to Damon htun another location? I...] "y IFBMW
If yes,, eve current lcimbow
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
I VMT-71 17M
Mew! e provide a brief JescdpWn of the protect M Denton (activities to The performed, products to be produced,
semices to be provided). 250 word limit
. .. ........... The project will provide warefTousking and dilstrlbutfoin servlces to the Tyson family of coni The dlistribution center VAU
expand services capacity to enable growth. The tenter wil enable %* t:o antildpate the needs of our custorners and lmprove
reaction times to "r needs. The distribution net workis planned for prevention through design, and Will reduce our
envIronmental footprint, N will, iivprove team noernber safety and lmprove sustatrabiRty by reducing t�he envlronmenW
footpfint. The Denton fadIfty Will! be, an automated facility wntallning autornated storage retrieval systems, Gantry robots
for layer bidding and a monorall.
List any additional factors to be considered for this prolett, New seJect all that apply..
Occupies buildling vacant for at lewt.2
Prii creates knovWedge based, high -
stalled, or high -paying jobs
5rgnifficant refationshilp with,
universities
-enints, to Downtown
International or national headquafters
-iiM ' of local contractors utilized or new idihs
filled by Denton residents
Targeted industry sector
Community support and involvement:
Ust any comparry "green' or sustaInaiNe knlfiatives. lvttps:/)lwww.tyso�nifoods.coni/sLastainabfllty
Will the companybeweiding ILEIED CertfficaCon? []Yes f-.]No
if yes, plea se pirwide level of certification sougl* TOD
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
m
tl
This data Is used to determine the economic Impact of the construction period.
Please provide the number of construction jobs antic$pated. --AL50
The following are used for the economic Impact of out-of-town visitors.
Number of out -of -Town visitorsesti ate in the firstyear® 100M
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
309NUIP
Estimated ANNUAL usage In kWh 13461,324
Estimated MONTHLY KW demand 1,123,443
Estimated Peak KW 586,000
Capacity factor 0.95
What types of power equipment w0l youir facility use?
The wairehouse will be designed to minimize the use of electricity and fossil fuels.'The facility,
Please provide the percent of the project's
projected utility usage for manufacturing or
processing operations (if applicable).
MUM
Estimated ANNUAL usage in rrict
Estimated MONTHLY imcf demand
Estimated Peak mcf
Estimated ANNUAL usage In gpd
Estimated MONTHLY gpd demand
Estimated Peak gpd
Estimated ANNUAL usage In gpd
Estimated MONTH gpd demand
Estimated Peak gpd
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
pralm, typc i71 Wid in 5uk 7 1 SpeculiAiwe fter (p4wse dmi rible)
Project usc Indust,411 F] meta I/Resuu ant office ['d Wayehouse/Distibubon
J 06W (please desedbe)
project size., Acreage: 65 at Sq. Feet ,00t O
Preferred start date, 10110IMS
De.,wred compietIon date: 1,211/2020
Current property value from Denton Central Appraisal DistrictO (DCAD)" S1,000,0W.'(10
"Please artach a copy of Me latest rWay Wx statementfs) fmm OCAD,
ProvkJe the estimated valtration: of the project.
DescrIbe any off-sfte InfrastTucluire requirements.
Watelr MID
Wastewatei I 'TOD
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
Pn*ect type: cl Ilitudd tD S1.311: 0 spV116five, fter (plemso desuibe.)
ProjeCt Me: L"I IndusarW1 1, R"Vlkestjarant F1 Offict LW WAr0*aW'Nstdbwkm
[I other (please deurba)
Projectsize: Acreagc. Sq. Feet:
Preferred stairl: date:
Desired completion datc
Current property value fronn Demon Central AppreisM District* (DCAD),
*Please artach a copy of the latest pmperty tax statenwr(s)from DCAU
What funds will be irwested or leveraged ftT Ox
Engirweering and Design
IMMM4
lam
Provide the estimated valuelar of the or ea
Imp ravementsyStructures $0 so
peso III Fwmp$0 so
Onvercory $0 so
Freeport Exemption FO so
Total so
=w
Tyson Sales and Distribution Tax Abatement Agreement Exhibit B
[a A t4 01 w 14F.11 M11042W M ilkyusp
Mbatement Agreement Exhibit C
11
CITY OF DENTON
CERTIFICATE OF COMPLIANCE
FOR TAX ABATEMENT AGREEMENT
Company/Owner: Tyson Sales and Distribution, Inc. p o r t i n g, —Year: —J`anuary-1---De—cembeir 31, 20
CO by 12/21/202 1, then 6 year Abatement Base Year:
Capitalized terms herein have the same meaning as in the Agreement. "Reporting Year" shall me
the calendar year identified above. i
OR �- I �,-- �
1.1 Appraised Value of Eligible Personal Property for Reporting Year: $
(excludes land value)
01H Miglk 11 11 01
1.4 Owner's total capital investment in Eligible Personal Property before start of Abatement
Period: $
11. Additional Requirements
2.1 Did the Company use the Eligible Personal Property in the manner set forth in its Application
during the Reporting Year?
001
M
M,
"g IM71r7TIMIR, J-1nW9
the Reporting Year?
* YES o NO If YES MRIM-TiTJOHNOUT
37 ;�ig; 311111,12'" 'jr,F,jjF1?
mr-1193MMUSM
2.5 Was the Company or a branch, division, or department of the Company, convicted of
violation under 8 U.S.C. to be Section 1324a(f), regarding undocumented workers, during t
Reporting Year? I
M091
2.6 Did the Company use good faith efforts to maximize sales and use tax paid to the City by hiritrT
Denton contractors and suppliers in construction of the Eligible Improvements? I
MUM
Tyson Sales and Distribution Tax Abatement Agreement Exhibit C
2.7 Did the Company report and pay all City sales and use taxes to the Comptroller of the State of
Texas in the time and manner required by the laws of the State of Texas for the Reporting Year?
c YES D NO
I I kill �41 11 1111�1111 11111r=
o YES D NO
D YES o NO
ln=
11,11210
Business Personal Property
3.2 Is the Company presently delinquent in the payment of any property taxes collected by Denton
County?
o YES o NO
1, the authorized representative for Tyson Sales and Distribution, hereby certify that the abovc,
information is correct and accurate pursuant to the terms of the Agreement. I further certify thal
the Company has fully complied with the Tax Abatement Agreement during the year ending
December 31, 20-, including compliance with the City of Denton Code of Ordinances, Texas
Department of Public Safety Regulations, and other applicable federal, state, or local law.
Signature:
Printed Name., Title:
Tyson Sales and Distribution Tax Abatement Agreement Exhibit C
1 *114 we I I INT9927IN
Tyson Sales and Distribution Tax Abatement Agreement Exhibit D
Certification Regarding the Employment of Undocumented Workers
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) The business receiving any public subsidies provides pursuant to this Agreement,
or a branch, division, or department of the business, does not and will not knowingly employ
undocumented workers. For purposes of this Certification, "Public: Subsidies" means grants, loans,
loan guarantees, benefits relating to an enterprise or empowerment zone, fee waivers or rebates,
land price subsidies, infrastructure development and improvements designed to principally benefit
a single business or defined group of businesses, matching funds, tax refunds, tax rebates, or tax
abatements. For purposes of this Certification, "I hi(joc,uinented worker" means an individual who,
at the time of employment, is not:
(A) lawfully admitted for permanent residence to the United States; or
(B) authorized under law to be employed in that manner in the United States.
(2) If, after receiving the Public Subsidies provide herein, the business entity or a
branch, division, or department of the business, is convicted of a violation under 8 U.S.C. to be
Section 1324a(f), the business shall repay the amount of the Public Subsidy with interest to be
charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property
Tax Code of the State of Texas, but without the addition of a penalty, according to the terms
provided by this Agreement under V.T.C.A. Government Code § 2264.053, not later than the 1201h
day after the date the City notifies the business of the violation.
This certification is a material representation of fact upon which reliance was placed when this
Agreement was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by V.T.C.A. Government Code § 2264.
TYSON SALES AND DISTRIBUTION, INC.
By:
OL4�s�.�.lax
(Type name and title)
Tyson Sales and Distribution Tax Abatement Agreement Exhibit D
10114; 11 14112-M
Tyson Sales and Distribution Tax Abatement Agreement Exhibitig
Honorable Chris Watts
Mayor
City • Denton
215 E. McKinney
Denton, Texas 76201
As the President and duly authorized officer • Tyson Sales & Distribution, Inc. (the
"Corporation") acting pursuant to • delegated by the Board of the Corporation, I hereby
authorize Mr. Mark B. Elser, Senior Vice President, Tax, to act • behalf • the Corporation in
the •. required • the submission of any tax credit • incentive matters for the proposed
Denton, Texas facility (the "Program").
Further, Mr. Elser is authorized to sign and submit any application(s) and contract(s), as well as
act on behalf of the Corporation regarding all matters related to the Program and claiming of the
Program benefits.
All necessary action by the Corporation has been taken to authorize the powers delegated herein
and nothing herein contravenes any provision of applicable law, rule or regulation or of the
certificate • incorporation • • • the Corporation.
11'.xig' atmey
President
DUG lull F ails Is H
Tyson Foods, Inc. 2200 W Don Tyson Parkway, Springdale, AR 72762
479-290-4000 FAX: 479-203-4446
www.tysonfoods.com