Dallas County COURT ORDER / BRIEFING Commissioners Court - Aug 20 2019 ☐ Resolution ☐ Solicitation/Contract ☐ Executive Session ☐ Addendum Tax Abatement Request from Uber Technologies, Inc. Briefing Date: Funding Source: Originating Department: Prepared by: Recommended by: Aug 20 2019 N/A Planning and Development Rick Loessberg, Rick Loessberg, BACKGROUND INFORMATION: Uber Technologies, Inc. has been considering where to place a major administrative office that will become its largest employment center outside of San Francisco. As several sites nationally were under consideration for this facility, Dallas County, in order to help facilitate the selection of a local site, proposed providing a tenyear, 50% tax abatement on real property and a ten-year, 90% abatement on business personal property. As Uber is now prepared to locate this new facility in Dallas, it has requested that the County formally authorize the proposed abatement. DESCRIPTION OF PROJECT: Under this project, Uber will create 2500 new jobs by January 1, 2023 with the number of jobs increasing to 3000 by January 1, 2025. With these figures and the average salary of these jobs being at least $100,000, this would make this the largest employment-generating and highest-paying abatement project that the County has ever authorized. The firm will occupy part of the soon-to-be completed 277,000-square-foot office building that is part of The Epic development (which is located just east of I-45 and between Elm and Pacific on the edge of Deep Ellum/downtown) as well as another new office building with a value of about $165 million that will be constructed as part of the same development. Given the salaries, the number of jobs, and the innovation nature of the jobs associated with this project, its potential impact on area retail, restaurants, support services, and housing is exceptional. In addition to the jobs that it will create, Uber anticipates spending $25 million on business personal property and another $100 million on tenant finish-out. OPERATIONAL IMPACT: Uber’s proposed project is considered to be an economically significant under the County’s abatement policy. As such projects must create at least 1000 full-time jobs to be eligible for consideration, and as this project is anticipated to create 2500-3000 full-time jobs, it is eligible for consideration. FINANCIAL IMPACT: While estimating to what extent the project will increase the County’s tax base is somewhat more complicated than usual given the large amount of tenant finish-out that Uber anticipates undertaking (tenant finish-out usually does not “hit the tax roll”), it is thought that the project will increase the County’s tax base by approximately $190 million by January 1, 2023, which is when the abatement would go into effect. Such an increase, in conjunction with the proposed incentive, would result in the County abating about $255,000 a year in tax revenue that does not presently exist while simultaneously collecting about $206,000 in new revenue. The project would also increase the estimated total amount of property that the County would abate in tax year 2023 from approximately $399 million to $504 million. This project would slightly change the estimated total percentage of the County’s tax base that would be abated in 2023 from 0.14% to 0.17% which would still be lower than any actual percentage experienced over the last fourteen years. SBE PARTICIPATION: M/WBE information pertaining to Uber has previously been provided to the Court under separate cover. ADMINISTRATIVE PLAN COMPLIANCE: The County’s administrative plan recommends that the County undertake activities which will allow it to become the destination of choice for businesses and residents. Facilitating the establishment of Uber’s office center in Deep Ellum will not only directly create 3000 new high-paying jobs, but it will also indirectly create many additional jobs and business opportunities and further encourage people to live near and invest in the downtown area. RECOMMENDATION: It is recommended that the County provide Uber with a ten-year, 50% abatement on real property and a tenyear, 90% abatement on business personal property for the major administrative office that it will be establishing in Dallas. MOTION: On a motion made by TBD, and seconded by TBD, the following order will be voted on by the Commissioners Court of Dallas County, State of Texas: Be it resolved and ordered that the Dallas County Commissioners Court does hereby authorize the provision of a ten-year, 50% tax abatement on real property and a ten-year, 90% tax abatement on business personal property to Uber Technologies, Inc. for the establishment of a major administrative office in Dallas, effective no later than January 1, 2023 and subject to the firm creating and annually maintaining at least 2500 new full-time-equivalent jobs (whose average salary must be at least $100,000) and increasing the County’s tax base by at least $25 million no later than this same January 1, 2023 effective date. It is further resolved and ordered that the number of new full-time equivalent jobs that Uber must create shall increase to at least 3000 by January 1, 2025, that the average salary of these jobs shall also annually continue to be at least $100,000, and that the County Judge is authorized to sign the related tax abatement agreement which shall govern the provision of this abatement. ATTACHMENTS: Tax Abatement Agreement - Uber Technologies TAX ABATE MENT AGREEMENT STATE OF TEXAS § COUNTY OF DALLAS § This Tax Abatement Agreement ("Aqreemenf') is made and entered into as of the day of _ _ _ _ _ _ _ , 2019, by and between Dallas County , Texas (" County'') , a political subdivision of the State of Texas duly acting by and through its Commissioners Court, and Uber Technologies , Inc. , a Delaware corporation ("Tenant') , Epic Dallas Phase 2, LP , a Texas limited partnership ("Landlord"), and Epic Dallas Office , LP , a Texas limited liability company (" Office Owner" ) (hereinafter the Ten ant, Landlord , and Office Owner are from time to time referred to collectively as "Owners ') , duly acting by and through their authorized officers for the purposes and considerations stated below: WITNESSETH: WHEREAS , the County has adopted a Tax Abatement Policy (" Policy" ), by the passage of Dallas County Commissioners Court Order 2019-0129 on the 5th day of February, 2019, that contains the guidelines and criteria used to determine the provision of tax abatement assistance from the County authorized under the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code , as amended , Section 11 .24 of the Texas Tax Code and Chapter 381 of the Texas Local Government Code ; WHEREAS , the County's current Tax Abatement Policy is attached as Exhi bit "A" hereto ; WHEREAS , Landlord owns and maintains certain real property within Dallas County located at 2500 Pacific Avenue in Dallas , Texas ; WHEREAS , Office Owner, an affiliate of Landlord , owns and maintains certain real property within Dallas County located at 2550 Pacific Avenue in Dallas , Texas ; WHEREAS , Owners anticipate undertaking certain Economic Activity (as hereafter defined) on or about the Property (as hereinafter defined) , including , without limitation, (i) construction and/or leasing of the Improvements (as hereinafter defined) for the purpose of operating a major office facility ; (ii) generating employment opportunities on or related to the Property as more particularly described herein ; and (iii) making certain Business Personal Property (hereinafter defined) investments with respect to the Property, and the County finds that the other terms hereof are consistent with encouraging development in accordance with Court Order 2019-0129 and 2019- - - and all applicable laws ; and WHEREAS , the County finds that the Tenant's contemplated use of the Property, the contemplated generation of employment opportunities on or related to the Property , and the contemplated real property Improvements and Business Personal Property investments on or about the Property are feasible and practical and will be of significant benefit to the County and its citizens ; and WHEREAS , the County finds that the terms of this Agreement and the Property and proposed Improvements, as hereinafter defined, meet the applicable guidelines and criteria of th e County's Tax Abatement Policy; and WHEREAS , Court Orders 2019-0129 and 2019-___ authorize the County to enter into this Agreement with Owners. NOW THEREFORE, the County, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged , which· consideration includes the attraction of new investment and increased job generation that contributes to the economic development of the County and the enhancement of the County's tax base ; and the Owners , for good and valuable consideration , the adequacy and receipt of which is hereby acknowledged , which consideration includes the tax abatement set forth herein below, as authorized by Court Orders 2019-0129 and 2019-_ __ do hereby contract, covenant, and agree as follows : SECTION I. DEFINITIONS Wherever used in this Agreement, the following capitalized terms shall have the meanings set forth below: 1. "Economic Activity" shall mean the following acts undertaken by or on behalf of Owners: (i) Tenant's use of the Improvements as a major office facility ; (ii) Tenant's creation of 25003000 Full-Time Permanent Positions (as hereinafter defined) and/or Full-Time Equivalent Positions (as hereinafter defined) to be located on the Property, such creation of employment opportunities being more particularly described in the Job Creation Requirement set forth below; and (iii) the investment of funds with regard to certain real property improvements and Business Personal Property located on or re-located to the Property or used in connection with Tenant's operations on the Property. 2. "Eligible Real Property Value" shall mean , if the Tenant exclusively occupies the Landlord Property, the value , as annually established by Dallas Central Appraisal District ("OCAO") , of all Property and Improvements within the Landlord Property less the Property's Base Value, as defined herein and as established by DCAD. If Tenant does not exclusively occupy the Landlord Property, "Eligible Real Property Value" shall be calculated on a basis related to the percentage of the Landlord Property's building space that the Tenant occupies ; that is "Eligible Real Property Value" shall first be calculated in the manner immediately described above as if the Tenant is the exclusive occupant and then multiplying this figure by the percentage of the Landlord Property's building space that the Tenant occupies . 3. "Eligible Business Personal Property Value" shall mean the value, as annually established by DCAD, of all Business Personal Property, excluding any Freeport-eligible inventory, within the Property less the Business Personal Property's Base Value, as defined herein and as established by DCAD. 4. "Base Value" shall mean the appraised value of the Landlord Property and the Business Personal Property as determined by DCAD as of January 1, 2019 . 5. "Landlord Property" shall mean that land physically located at 2500 Pacific Avenue in Dallas, Texas and legally described and generally depicted in Exhibit "8", attached hereto 2 and incorporated by reference .The County relies on the attached Exhibit "B", provided by Landlord to be a full , complete and accurate legal description of said parcel , and to the extent that said description might exceed said parcel , it is excluded from any abatement provided for hereunder. 6. "Office Owner Property" shall mean that land physically located at 2550 Pacific Avenue in Dallas, Texas and legally described and generally depicted in Exhibit "8", attached hereto and incorporated by reference.The County relies on the attached Exhibit "B" , provided by Office Owner to be a full, complete and accurate legal description of said parcel , and to the extent that said description might exceed said parcel , it is excluded from any abatement provided for hereunder. 7. "Property" shall mean collectively the Landlord Property and the Office Owner Property. 8. "Business Personal Property" shall include all personal property owned or leased by Tenant located on or re-located to the Property used in connection with operation of the Improvements and for which Tenant is responsible for paying any applicable property taxes , but excluding any business personal prop~rty that is exempt from ad valorem taxation as Freeport goods pursuant to Section 11 .251 of the Texas Tax code and Article VIII , Section 1-j of the Texas Constitution . 9. "Improvements" shall mean those certain improvements constructed or to be constructed on or about the Property. The Improvements shall be used in connection with the Economic Activity undertaken by Tenant. 10. "Job Creation Requirement" shall refer to Tenant's agreement to (i) annually employ an aggregate number of a minimum of 2,500 persons in Full-Time Permanent Positions and/or Full-Time Equivalent Permanent Positions, at a average salary of $100 ,000, to be located on or based out of the Property, beginning as of January 1, 2023 and then (ii) annually employ an aggregate number of a minimum of 3,000 persons in Full-Time Permanent Positions and/or Full-Time Equivalent Permanent Positions , at a average salary of $100,000 , to be located on or based out of the Property, beginning as of January 1, 2025, and thereafter continuing to do so for the remainder of the Tax Abatement. 11 . "Owner' shall mean and refer to the parties to this Agreement who are the respective owners from time to time of the Property that is subject to tax abatement hereunder and any Successor Entity. 12. "Successor Entity" shall mean (i) any entity which is a successor or assign to an Owner by merger, consolidation , assignment reorganization or otherwise ; or (ii) a purchaser of all or substantially all of an Owner's assets . SECTION II. GENERAL PROVISIONS 1. The County has adopte-d guidelines and criteria governing tax abatement agreements such that it is authorized to enter into this Agreement. 2. The Property is not located in an improvement project financed by tax increment bonds. 3 3. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the County . 4. The Property is not owned or leased by any member of the Dallas County Commissioners Court. 5. Owners covenant and agree that the construction of the Improvements and use of the Property and Business Personal Property subject to this Agreement will be in accordance with and will comply with all applicable city, county , state and federal laws , rules , regulations , statutes , ordinances and policies including , but not lim ited to , Title VI of the Civil Rights Act of 1964, as amended. 6. During the Tax Abatement Period (hereinafter defined) , Owners shall be subject to all County taxation not specifically abated or exempted. 7. Owners, as applicable, shall have the right to protest and/or contest DCAD appraisals of the Landlord Property, the Improvements located upon the Landlord Property and/or Business Personal Property over and above the respective Base Value of the Landlord Property, the Improvements located upon the Landlord Property and/or the Business Personal Property, as the case may be , under the procedures in place by the Tax Code of the State of Texas . The Tax Abatement (as hereinafter defined) shall be applied to the amount of taxes finally determined by DCAD to be due as a result of any such protest and/or contest by Owner(s). SECTION Ill. RATE AND CONDITIONS OF TAX ABATEMENT 1. Owners , as applicable , shall receive the Real Property Tax Abatement (hereinafter defined) and the Business Personal Property Tax Abatement (hereinafter defined) upon satisfaction of the conditions set forth in Section 111(1)(a)-(d) below. For purposes of this Agreement , the Real Property Tax Abatement and the Business Personal Property Tax Abatement shall be collectively referred to herein as the "Tax Abatement . Tenant shall receive a ninety percent (90%) abatement of the taxes assessed on the Eligible Business Personal Property Value (the "Business Personal Property Tax Abatemenf') and Landlord shall receive a fifty percent (50%) abatement on the taxes assessed on the Eligible Real Property Value (the "Real Property Tax Abatement") from the County for each qualifying year during the Tax Abatement Period subject to the terms of this Agreement. (a) Owners , as applicable, shall construct and/or have constructed the Improvements on or about the Property for the purpose of operating a major office facility and shall use the Property as such . (b) The aggregate of the Eligible Real Property Value and the Eligible Business Personal Property Value by January 1 of each year during the Tax Abatement Period, as determined by DCAD, shall be at least equal to Twenty-Five-MillionDollars ($25 million) ("Aggregate Value Condition "). (c) Each Owner entitled to a Tax Abatement hereunder shall file the annual exemption application (the "Exemption Application") forms with DCAD for the Tax Abatement that they believe they are eligible to receive under this Agreement. 4 (d) Tenant shall comply with the Job Creation Requirement. Employment positions applied toward satisfaction of the Job Creation Requirement shall include FullTime Permanent Positions or Full-Time Equivalent Permanent Positions (as such terms are hereinafter defined). A Full-Time Permanent Position means a "position for which an individual is scheduled to work at least 1800 hours in a twelve-month period for Tenant, its subsidiaries , or its affiliates either under contract or as an employee ." A Full-Time Equivalent Permanent Position means "two or more parttime positions filled by individuals working with or for Tenant , its subsidiaries , or its affiliates a combined total of at least 35 hours per week either under contract or as an employee" which shall be counted as one Full-Time Equivalent Permanent Position . SECTION IV. ABATEMENT PERIODS The Tax Abatement provided under this Agreement is for a period of ten (1 0) years and will begin no later than January 1, 2023 (the " Tax Abatement Period') . Owners and the County shall have no further obligations under this Agreement upon expiration of the Tax Abatement Period , except as otherwise provided herein . SECTION V. RECORDS AND AUDITS 1. No later than March 31 of the first year that this abatement goes into effect and January 31 of each applicable year thereafter during the Tax Abatement Period , Tenant shall submit to the County a certification as to the number of Full-Time Permanent Positions and Full-Time Equivalent Permanent Positions that are located on or based out of the Property as of January 1 of such year. 2. At all times throughout the Tax Abatement Period , the County shall have reasonable access during normal business hours to the Property by County employees (upon at least one-week's prior written notice to Owners) for the purpose of inspecting same to ensure that the Property is being used for the required Economic Activity in accordance with the specifications and conditions of this Agreement; provided that Owners shall have the right to accompany County employees on any such inspection. In no event shall such inspections interfere with Owners ' ownership and operation of the Property. 3. The Property at all times during the Tax Abatement Period shall be used in a manner consistent with Court Orders 2019-0129 and 20 19-_ _ and shall be consistent with the general purpose of encouraging economic development within the County. SECTION VI. DEFAULT 1. Subject to the cure provisions of this Section VI , a default under this Agreement occurs in the event that an Owner: (i) allows its ad valorem real property taxe s and/or tangible business personal property taxes owed to the County from the Property associated with this Agreement as well as from other property an Owner may own within the County to become delinquent during the Tax Abatement Period and fail to timely and properly follow the legal procedures for protest and/or contest of any such taxes ; (ii) fails to file an annual 5 Exemption Application, provided that , Office Owner shall not be obligated to file an annual Exemption Application ; (iii) fails to meet the Aggregate Value Condition for each relevant year; (iv) fails to comply with the Job Creation Requirement; (v) is convicted of a violation under 8 USC Section 1324a(f); or (vi) fails to substantially comply with any of the terms or conditions set forth in this Agreement. In the event that an Owner defaults in its performance as set forth in any of (i) , (ii) , or (vi) above , the County or DCAD shall give both Owners written notice of such default and either Owner shall have the right to cure such default. If Owner has not cured a default under (i) , (ii) , or (vi) within ninety (90) days of said written notice or if a default under (iii) or (iv) occurs , an event of default (an "Event of Default) shall exist and this Agreement shall terminate (and Owners shall not rece ive any Tax Abatements for years after such Event of Default, it being expressly understood that, except as set forth in Section VI (2) below, an Event of Default shall not entitle County to reclaim or receive a repayment right with respect to any Tax Abatement for any year before the Event of Default occurs , and that the sole remedy by the County for an Event of Default which results from a failure by an Owner to meet a condition is the termination of this Agreement and not damages or specific performance or any other remedy). In the event that Owners cure any such default within the applicable cure period or prior to termination of this Agreement , no Event of Default shall exist and this Agreement shall continue in full force and effect, without penalty to Owners. 2. Upon the occurrence of a court finding a violation of Section VI (1 )(v) , m! taxes which otherwise would have been paid by an Owner to the County without the benefit of the Tax Abatement , including interest and penalties thereon ("Recapture Liability"), will become a debt to the County and shall be due , owing , and paid to the County within one hundred twenty (120) calendar days of a final determination by a court of competent jurisdiction that an Owner has violated 8 USC 1324a(f) as the sole remedy of the County , subject to any and all lawful offsets, settlements , deductions, or credits to which an Owner may be entitled, and subject to the rights of the Owner under applicable law to contest an assertion that a violation of Section Vl(1 )(v)has occurred . The Recapture Liability interest and penalties shall 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. 3. This Agreement inures to the benefit of and is enforceable by the County. The County has the right to prosecute or take appropriate action, at law or in equity, against the Owners to enforce any other covenant or provision (but not a condition) contained within this Agreement . If the County substantially prevails in a legal proceeding to enforce this Agreement against the Owners, the County is further entitled to recover damages (to the extent the County's remedies are not expressly limited herein) , reasonable attorney's fees, and court costs from the Owners. Any payment due to the County under this Agreement is a lien which attaches to the Property on January 1 of each year to enforce the payment of all taxes , penalties , and interest ultimately imposed for the year on the Property. SECTION VII. EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY The terms and conditions of this Agreement are binding upon the successors and assigns of all Parties hereto. The Owners , including any Successor Entity, may assign their rights and responsibilities under this Agreement including the right to receive the Tax Abatement to a parent, subsidiary , or an affiliate entity of an Owner or Successor Entity, or any new entity created as a result of a merger, acquisition or other corporate restructure or reorganization of an Owner or 6 Successor Entity acquiring title to the Property without the prior approval of the County so long as the entity that will succeed to Owner's or Successor Entity's rights and responsibilities under this Agreement enters into a written agreement with the County agreeing to assume , perform , and be bound by all of the covenants , obligations , and agreements contained within this Agreement. Should an Owner or Successor Entity assign such rights and responsibilities under this Agreement, the Owner or Successor Entity shall give County prior written notice of such assignment at least thirty (30) calendar days prior to such assignment. Owners agree that such an assignment will in no way relieve it from any obligation created under this Agreement attributable to the period prior to the assignment. SECTION VIII. NOTICE All notices called for or required by this Agreement shall be reduced to writing and addressed to the person shown at the respective addresses set forth below, or such other party or address as either party designates in writing , and shall be deemed properly given by (i) on the third (3rd) business day after being deposited in the U.S. mail by certified mail or registered mail , return receipt requested and postage prepaid ; (ii) on the first (1 51 ) business day after being deposited into the custody of a nationally recognized overnight delivery service ; or (iii) on the date personally delivered , with signed acceptance thereof by the person designated below: LANDLORD: COUNTY: Epic Dallas Phase 2, LP 2550 Pacific Avenue , Suite 1600 Dallas , Texas 75226 Director of Planning & Development Dallas County Commissioners Court 411 Elm Street, 3rd Floor Dallas, Texas 75202 Copies to : TENANT: Chief, Civil Division Dallas County Criminal District Attorney's Office 411 Elm Street, 5th Floor Dallas, Texas 75202 Uber Technologies , Inc. Attn : Michael Huaco, Global Real Estate 685 Market Street, 91h floor San FranCisco, CA 94103 OFFICE OWNER: Epic Dallas Phase 2, LP 2550 Pacific Avenue , Suite 1600 Dallas , Texas 75226 SECTION IX. COUNTY AUTHORIZATION This Agreement is authorized by Court Orders 2019-0129 and 2019-_ _ approved at the Commissioners Court meetings of the 5th day of February, 2019 and the _ _ day of _ _ _ _ _ _ _ , 2019, respectively. 7 SECTION X. OWNER AUTHORIZATION The execution and performance of this Agreement by Owners has been duly authorized by their governing authority and does not require the consent or approval of any other person which has not been obtained . Additionally , the person or persons executing this Agreement on behalf of Landlord and Tenant represents, warrants , assures and guarantees that he , she or they have full legal authority to execute this Agreement on behalf of the Landlord and Tenant and to bind Landlord and Tenant to all terms , performances , and provisions herein contained . SECTION XI. SEVERABILITY In the event any section, subsection, paragraph , sentence, phrase , or word 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 section , subsection, paragraph, sentence , phrase , or word. SECTION XII ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from the other party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which, if requested , will be addressed to a subsequent purchaser assignee or Successor Entity of Owners, shall include, but not necessarily be limited to , statements that this Agreement is in full force and effect without default (or if default exists , the nature of default and curative action which should be undertaken to cure same) , the remaining term of this Agreement, the levels of tax abatement in effect, and such other matters reasonably requested by the party to receive the certificate. SECTION XIII. APPLICABLE LAW AND VENUE The validity and interpretation of this Agreement , and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is performable and enforceable in Dallas County , Texas where the principal office of County is located and the federal and state courts physically located in Dallas County , Texas shall be the sole and exclusive venue for any litigation, special proceeding , or other proceeding as between the Parties that may be brought, or arise out of, in connection with , or by reason of this Agreement. SECTION XIV. SOVEREIGN IMMUNITY THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO THE COUNTY'S SOVEREIGN . IMMUNITY, TITLE 5 OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE, AND ALL APPLICABLE FEDERAL AND STATE LAW. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER OR ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT THE COUNTY HAS BY 8 OPERATION OF LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO BENEFIT ANY THIRD PARTY BENEFICIARY. SECTION XV. AMENDMENTS AND CHANG ES IN THE LAW No modification , amendment, novation , renewal or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration , addition , or deletion to the terms of this Agreement which are required by changes in federal or State law are automatically incorporated herein without written amendment to this Agreement and shall be effective on the date designated by said law. SECTION XVI. INDEMNIFICATION OWNERS, INCLUDING THEIR SUCCESSORS OR ASSIGNS AND ANY SUCCESSOR ENTITY, (COLLECTIVELY "INDEMNIFYING PARTY") AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COUNTY, INCLUDING ITS COMMISSIONERS, ELECTED OFFICIALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS AND REPRESENTATIVES (COLLECTIVELY "INDEMNI FIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LIENS, SUITS, LOSSES, COSTS, DAMAGES, JUDGMENTS, AND EXPENSES, (INCLUDING WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEY'S FEES AND COSTS OF INVESTIGATION) OR OTHERWISE OF ANY NATURE, KIND OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR IN PART), INDEMNIFYING PARTY'S PERFORMANCE, FAILURE TO PERFORM OR COMPLY OR BREACH OF ANY OF THE REQUIREMENTS AND PROVISIONS OF THIS AGREEMENT. NO INDEMNIFICATION BY COUNTY: OWNERS ACKNOWLEDGE AND AGREE THAT COUNTY DOES NOT HAVE THE ABILITY UNDER ARTICLE XI, SECTION 7 OF THE TEXAS CONSTITUTION TO INDEMNIFY OWNERS OR ANY OTHER THIRD PARTY FOR DAMAGES ARISING UNDER THIS AGREEMENT. SURVIVAL: THESE PROVISIONS IN SECTION XVI SHALL SURVIVE TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, OR ANY DETERMINATION THAT THIS AGREEM ENT OR ANY PORTION HEREOF IS VOID, VOIDABLE, INVALID, OR UNENFORCEABLE. SECTION XVII. CONTRA PROFERENTUM The doctrine of contra proferentum shall not apply to this Agreement. If an ambiguity exists in this Agreement, this Agreement shall not be construed against the party who drafted this Agreement , and such party shall not be responsible for the language used . 9 SECTION XVIII. ENTIRE AGREEMENT This Agreement , including all Exhibits , Attachments , and Addendums , constitutes the entire agreement between the Parties hereto and supersedes any other agreement concerning the subject matter of this transaction, whether oral or written, by and between Owners and the County. SECTION XIX. NUMBER/GENDER AND HEADINGS Words of any gender used in this Agreement shall be held and construed to include any other gender and any words in the singular shall include the plural and vice versa , unless the context clearly requires otherwise . Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement. SECTION XX. EFFECTIVE DATE OF AGREEMENT This Agreement shall not become effective (the "Effective Date") until executed by both the County and the Owners. This Agreement may be signed and executed in counterparts . SECTION XXI. FORCE MAJEURE It is expressly understood and agreed by the Parties to this Agreement that if a Party's ability to satisfy any obligation under this Agreement including , but not limited to the substantial completion of the Improvements is delayed by reason of war, civil commotion , acts of God , inclement weather, governmental restrictions , regulations , or interferences , delays caused by franchised utilities or their contractors , fire or other casualty, court injunction , necessary condemnation proceedings, or any circumstances which are reasonably beyond the control of the Party obligated or permitted under the terms of this Agreement to do or perform the same , regardless of whether any such circumstances are similar to any of those enumerated or not, the Party so obligated or permitted shall be excused from doing or performing the same during such period of delay , so that the time period applicable to such performance , including without limitation , the Tax Abatement Period shall be extended for a period of time equal to the period such Party was delayed , but in no event shall the abatement of taxes exceed more than ten years. SECTION XXII. NOTICE TO OTHER GOVERNING BODIES At least seven (7) days prior to the execution of this Agreement , notice of the County's intention to enter into this Agreement shall be delivered to the governing bodies of each other taxing unit that includes in its boundaries the real property that is the subject of this Agreement. 10 SECTION XXIII. OWNER CERTIFICATIONS TEXAS GOVERNMENT CODE CHAPTER 2264 CERTIFICATION. Owners, by execution of this Agreement and in accordance with Chapter 2264 of the Texas Government Code , certifies that they do not and will not knowingly employ any undocumented workers at the Property during the Term of this Agreement and that if an Owner is convicted of a violation under 8 U.S.C. Section 1324a(f) , Owner shall repay all taxes which otherwise would have been paid to the County without the benefit of the tax abatement, including interest and penalties thereon within the time period set forth in Section VI (2) of this Agreement. SECTION XXIV. NON-WAIVER OF DEFAULT Failure of any Party, at any time , to enforce a provision of this Agreement , shall in no way constitute a waiver of that provision , nor in any way affect the validity of this Agreement , any part hereof, or the right of the Party thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the Party claimed to have waived . Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach . It is not a waiver of default if the non-defaulting Party fails to immediately declare a default or delays in taking any action. The rights and remedies provided by this Agreement are cumulative , and either Party's use of any right or remedy will not preclude or waive its right to use any other remedy at law or in equity. These rights and remedies are in addition to any other rights the Parties may have by law, statute , ordinance or otherwise . Parties have a duty to mitigate damages. EXECUTED this the _ _ _ day of _ _ _ _ _ _ , 2019. DALLAS COUNTY: LANDLORD: Epic Dallas Phase 2, LP By: Epic Dallas Phase 2 GP, Inc. its General Partner By: By: Name : Clay Lewis Jenkins Name : Joseph G. Beard Title: County Judge Title : II President TENANT: RECOMMENDED BY: Uber Technologies, Inc. By: _____________________ Name : Mike Huaco evelopment Title: VP , Global Workplace and Real Estate OFFICE OWNER: Epic Dallas Office, LP By: Epic Dallas Office GP, Inc. Its General Partner By: Name: Joseph G. Beard Title : President APPROVED AS TO FORM :* JOHN CRUEZOT DALLAS COUNTY CRIMINA DISTRICT ATTORNEY *BY LAW , THE DISTRICT A HORNEY'S OFFICE MAY ONLY ADVISE OR APPROVE CONTRACTS OR LEGAL DOCUMENTS ON BEHALF OF ITS CLIENTS. IT MAY NOT ADVISE OR APPROVE A LEASE , CONTRACT, OR LEGAL DOCUMENT ON BEHALF OF OTHER PARTIES. OUR REVIEW OF THIS DOCUMENT WAS CONDUCTED SOLELY FROM THE LEGAL PERSPECTIVE OF OUR CLIENT. OUR APPROVAL OF TH IS DOCUMENT WAS OFFERED SOLELY FOR THE BENEFIT OF OUR CLIENT. OTHER PARTIES SHOULD NOT RELY ON THIS APPROVAL , AND SHOULD SEEK REVIEW AND APPROVAL BY THEIR OWN RESPECTIVE ATTORNEY (S) . 12 EXHIBIT A (Dallas County Tax Abatement Policy) COURT ORDER 2019-0129 Reauthorization of Dallas County Tax Abatement Policy On a motion made by Commissioner Dr. Theresa M. Daniel, District 1, and seconded by Commissioner Dr. Elba Garcia , District 4 , the following order was passed and adopted by the Commissioners Court of Dallas County, State of Texas: BRIEFING DATE : FUNDING SOURCE : 2/5/2019 N/A Be it resolved and ordered that the Dallas County Commissioners Court does hereby adopt the attached tax abatement policy , that it shall replace the policy previously authorized under Court Order 2017-0035, and that it shall be used for a period of two years, unless otherwise repealed, amended , or extended , to evaluate all tax abatement requests received by Dallas County . Done in open court February 5, 2019 , by the following vote: IN FAVOR : OPPOSED: ABSTAINED: ABSENT: Honorable Clay Lewis Jenkins, County Judge Commissioner Dr. Theresa M. Daniel, District 1 Commissioner J.J . Koch, District 2 Commissioner John Wiley Price, District 3 Commissioner Dr. Elba Garcia, District 4 None None None Recommended by : Rick Loessberg Originating Department: Planning and Development 13 DALLAS COUNTY TAX ABATEMENT POLICY I. INTRODUCTI ON Counties in Texas are authorized under Chapter 381 of the Local Government Code and Section 11.24 and Chapter 312 of the Tax Code to provide tax abatements for historic preservation, housing, and economic development projects. To help ensure that all tax abatement requests are consistently reviewed and that only the most effective and appropriate projects are undertaken, the following policy has been developed. It shall govern the consideration of all tax abatement requests received by the Dallas County Commissioners Court. It shall not apply to requests for abatements from other entities like the Dallas County Community College District which the Commissioners Court has no jurisdiction over nor shall it apply to the Dallas County Hospital District which does not provide tax abatement assistance. II. DEFI NIT I ONS Affordable Housing: Housing is deemed to be affordable if its monthly cost does not exceed 30% of the monthly income of a household earning 80% of the Dallas area's median income. Applicant: The firm, party, abatement if granted. e~tity , or organization that would be receiving the tax Dallas CBD: The area bounded by Woodall Rodgers Freeway, 1-30 . 1-35, and 1-45. Dallas County City: The portion of any city located within Dallas County. Distribution Center Project: An economic development project involving the operation of a warehouse used for the temporary storage of goods that will subsequently be shipped and/or redistributed to retailers, wholesalers, or consumers. Economic Development Project: One of five general tax abatement project categories under this policy. Projects falling within this category generate new jobs, increase the local property tax base, involve the modernization/addition of equipment, and/or the expansion, construction, or leasing of business facilities. Established Area: A census tract whose median owner-occupied home value is in excess of the County median value . Facility Expansion/Modernization Project: An economic development project involving the modernization/addition of equipment/inventory and/or the physical expansion or modernization of an existing facility or the construction of a new/additional building within the same city where the firm's major Dallas County facility is located. 14 Fortune 1000 Corporate HQ Project: An economic development project involving the relocation of a Fortune 1000 firm's corporate headquarters. Said project must involve the location of the principle office of the firm 's chief executive officer, the office must be designated as the firm's corporate headquarters in the firm's news releases, corporate reports, letterhead, website, etc., and the average salary of all of the jobs associated with the project must be at least $100,000 . Economically Significant Project: An economic development project that either creates at least 1,000 new full-time permanent jobs or increases the County's tax base by at least $100 million through the addition of new equipment, the expansion of inventory, the construction of a new facility, and/or the renovation/expansion of an existing facility. Higher Education Facilities Project: One of five general tax abatement project categories under this policy. Projects falling within this category involve the construction/renovation/expansion of facilities that primarily consist of classrooms, distance learning centers, libraries, and/or laboratories that are exclusively used by accredited universities and colleges. Historic Preservation Project: One of five general tax abatement project categories under this policy. Projects falling within this category involve the utilization of a structure that is either listed in the National Register of Historic Places, is eligible for such listing, or is located within a district that is listed in the National Register and any new improvements that are economically critical to the renovation, use, or preservation of the structure as long as the new improvements are located on the same parcel as the structure or an adjacent parcel. Housing Project: One of five general tax abatement project categories under this policy. Projects falling within this category must involve the construction, development, or rehabilitation of housing or the conversion of an existing structure into housing. New Construction/Relocation Project: An economic development project involving the construction of a new facility or the utilization of an existing building (including its inventory and equipment) for a new business or an existing firm that is relocating from outside of Dallas County; the construction of another facility or the utilization of an existing building (including its inventory and equipment) for an existing business if the construction/building utilization will occur in a city other than where its major Dallas County facility is located; or the construction of another facility or the utilization of an existing building (including its inventory and equipment) for an existing business if the new facility/utilization of an existing building, while it will occur in the city where the firm's major Dallas County facility is located, will replace an existing facility in another Dallas County city. Priority Area: A census tract whose median owner-occupied home value is 75% or less than the County median. 15 Retail Shopping Area Redevelopment: One of fi ve general tax abatement project categories under this policy. Projects falling within this category involve the conversion , replacement, or substantial improvement of those existing retail shopping areas that are largely characterized by the presence of such items as obsolete physical lay-outs, high vacancies, declining property values , low economic-value tenants, and/or dated signage/storefronts. Strategic Area: Either the Dallas CBD or a census tract whose median owneroccupied home value is greater than 75% of the County median, but does not exceed the County median. Strategic Investmen t Project: An economic development project involving the new construction of a hotel , home improvement center, movie theater, or grocery store in a either a strategic or priority area. Tax Abatement: A form of tax incentive that is authorized under either Chapter 381 of the Local Government Code, Section 11.24 of the Tax Code, or Chapter 312 of the Tax Code and that reduces, in part, applicable ad valorem taxes so that a particular type of economic activity can be undertaken . For the purpose of this policy, this term is also interchangeable with such terms as "exemption," "tax reduction," "tax deferral," and "tax rebate." Ill. GENERAL REQUIREMENTS/CONSIDERATIONS All requests for tax abatement must meet the terms and criteria contained within this policy if they are to be eligible for consideration. In no situation does meeting the terms and criteria of this policy obligate the County to provide any abatement to an applicant. All applicants seeking tax abatement must, at the time of the application and before their requests can be reviewed, demonstrate that they regularly provide some type of medical coverage/health insurance for all full-time permanent non-contract employees, certify that they are equal opportunity employers, and certify that they do not and will not knowingly employ an undocumented worker and that if they are convicted of such a violation , shall repay any abatement (with interest) that the County may have provided. Abatements will only be awarded when the city in which the project is located has formally approved the provision of either a generally comparable abatement or another form of econom ic development assistance of comparable value and when the applicant and the County have entered into a formal tax abatement agreement. Evaluation Criteria In determining whether to provide an abatement for a project and, if so, at what level, the County will consider a number of related factors . Such factors shall include, but not be limited to, the degree to which the project surpasses the County's investment 16 requirements , the short-term/long-term impact of the project on the County's tax base, the location of the proposed project, its impact on its surrounding area , the type and durability of the proposed investment, the existence of any environmental problems, the background and past performance of the applicant, the potential for the project to be successfully implemented, the need for the requested abatement, the degree to which the project utilizes or is served by alternative forms of transportation, the project's impact on the provision of County services, and current economic conditions . In addition, to the extent that they are applicable, other factors that will be considered shall include the project's ability to provide meaningful employment to the chronically unemployed, the type and quality of any jobs that will be produced, the number of affordable housing units that will be produced, the number and type of jobs that will be retained , the type of higher education facilities that will be produced, and the number of students that will utilize the proposed facilities. Maximum Aba tement Period The maximum term for an abatement that can be provided under this policy is ten years. However, in the event a subsequent project will utilize a site that already has a real property abatement, then the existing real property abatement may be extended to provide a total abatement of up to fifteen years if the subsequent project will be conducted by a party not affiliated with the existing abatement's recipient and the subsequent project constitutes either an economically significant project or a priority area project that meets the job generation and tax base increase requirements of an established area project. Authorization and "Offer" Letters Abatements can only be authorized by formal action of a majority of the Commissioners Court in open session after the required abatement application information has been submitted to the County. Because the availability of abatement assistance can facilitate the selection of a specific site when numerous sites are under consideration, a Court member in whose district a project is considering locating to and the County Judge may, in some limited instances, jointly issue a non-binding "offer" letter (or instruct staff to issue such a letter on their behalf) in which they propose terms for a particular abatement. Such letters may only be issued when a site outside of the County is also under consideration, when the project and the proposed terms are consistent with this policy, when the magnitude of the project warrants such action, and when requested by the potential applicant or its representative. Such letters shall clearly note that they are non-binding and that the proposed abatement can only be authorized by formal action of the Commissioners Court. Abatement agreements shall contain specific provisions that tie the abatement to actual increases in the tax base, housing production , and/or job creation for housing and economic development projects and to actual increases in the tax base and preservation/ maintenance for historic preservation projects. The agreements may also include requirements pertaining to the use of Small Business Enterprises , 17 Disadvantaged Business Enterprises, and/or Minority/Woman-Owned Business Enterprises. Any year that the agreed-upon tax base increases, renovation, housing production, payroll , job generation amounts, etc. are not reached, then the abatement will be discontinued unless otherwise revised to reflect both the performance that actually took place and a corresponding reduction in the percentage abated . "Substantially Underway" Provisions Requests for abatements will not be considered if, prior to the submission of an application , the project is already substantially underway or comp leted . A project will be considered to be substantially underway if actions such as, but not limited to, the following have occurred : (1) demolition , site preparation, or the installation of infrastructure has begun; (2) a building permit has been issued for construction not associated with mitigating an environmental hazard; (3) construction (including renovations or tenant finish-out) has begun; (4) equipment, inventory, or employees have been relocated to the new site ; or (5) the initial contact with the County about the project was more than nin ety days after the host city had executed an abatement agreement for the project. · However, having had demolition and/or site preparation occur for a project that solely utilizes property that has been tax-exempt for at least the past fifty years and that is now taxable because of the proposed tax abatement project does not constitute the project being substantially underway. Also, the execution of a lease, the mitigation of environmental problems, the purchase of land , the completion of an environmental assessment, or the preparation of architectural and engineering plans does not constitute a project being substantially underway nor does the prior preparation of an historic building for demolition (if the building is to now be preserved with an abatement) or the stabilization of an historic building . Future Ph ases For tax abatement projects with multiple phases, once the initial abatement has been approved, additional abatement requests associated with aA)' successive phase shall be evaluated under the terms of the tax abatement policy that was in effect at the time the project's initial request was approved, provided these successive requests are submitted within twelve months of the initial phase's approval. Prohibited Projects Requests for an abatement will not be considered for an establishment that derives more than 25 % of its revenue from the on-site sale of alcoholic beverages and/or tobacco products. Requests will also not be considered for property that will be used in whole or in part for a sexu ally-oriented business, including, but not limited to, condoning , legitimizing, or promoting obscene materials, nude or topless modeling or dancing , adult motel operations , escort services, sexual encounter centers, sex phone 18 centers , or any other sexually-oriented business activity. Similarly, property receiving an existing abatement for another use cannot convert this property for use as a sexually-oriented business or an establishment that would derive more than 25% of its revenue from the on-site sale of alcohol and tobacco and still retain this abatement. Requests for an abatement will also not be considered if the abatement will be utilized by a firm in which the County is currently involved in litigation or a pending claim or in which the County has experienced unsatisfactory contractual performance (including previous abatements) within the past thirty-six months . IV. ECONOMIC DEVELOPMENT REQUIREMENTS For purposes of Dallas County's tax abatement policy, there are six types of economic development projects (economically significant, distribution center, Fortune 1000 corporate HQ, strategic investment, facility expansion/modernization, and new construction/relocation) that can occur in three types of areas (priority, strategic, and established). N ew Construction/Relocation and Facility Expansion/Modernization Requirements To be eligible for an abatement, facility expansion/modernization and new construction/relocation projects must, within three years of the date in which the abatement is approved, increase the County's property tax base and increase the number of full-time permanent jobs within the County by the amounts listed below. Minimum New Construction/Relocation/Expansion Requirements I FOR PRIORITY AREA PROJECT TYPE JOBS FOR STRATEGIC AREA TAX BASE JOBS FOR ESTABLISHED AREA TAX BASE JOBS TAX BASE New Construction/ Re location 100 $8 million 200 S16 million 600 $48 million 50 S4 million 100 sa m illion 400 532 million Facility Expansion/ Modernization Economically Significant Requirements To be eligible for an abatement, economically significant projects must, within three years of the date in which the abatement is approved for any first phase, either create 1,000 new full-time permanent jobs or increase the County's tax base by $1 00 million. 19 ' Strategic Investment Requirements To be eligible for an abatement, strategic investment projects must be located within either a priority area or a strategic area and must, within three years of the date in which the abatement is approved , meet the following requirements : Minimum Strategic Investment Requirements PROJECT TYPE TAX BASE INCREASE Hotel JOBS CREATED OT HER REQUIREMENTS $5 million 25 contain 150 rooms $10 million 130 create 100,000- square-foot store Grocery Store $4 million 100 create 50,000-square-foot store Movie Theater $5 million 20 n/a Home Improvement Center Fortune 1000 Requirements To be eligible for an abatement, Fortune 1000 corporate HQ projects must, within three years of the date in which the abatement is approved, employ at least 100 ful l-time highpaying jobs and increase the County's tax base by at least $2.5 million . Di st ribution Center Projec ts To be eligible for an abatement, distribution center projects must, within three years of the date in which the abatement is approved, meet the following requirements: Minimum Di stribution Center Requirements FOR PRIORITY AND STRATEGIC AREAS PROJECT TYPE FOR ESTABLISHED AREA JOBS TAX BASE JOBS TAX BASE New Construction/ Relocation 150 $35 million 600 $48 million Facility Expansion/ Modernization 100 S25 million 400 $32 million In addition, the average salary of the new jobs created by such projects must be equal to at least 80% of the median salary/wage for the Dallas area (as determined by the Bureau of Labor Statistics). 20 Consideration of Freeport-Eligible Property In meeting the tax base increase requ irements described above, no freeport-eligible property that a project may possess can be utilized. Job Reten tion Provisions Except for distribution center projects, the County may, at its discretion , consider the retention of existing jobs to satisfy some portion of the job generation requirements listed above if the average salary/wage of the jobs that are to be retained is equal to at least the median salary/wage (as determined by the Bureau of Labor Statistics) for the Dallas area, if there is tangible evidence of the possibility that these existing jobs may relocate to a new site outside of the County, and if the project, depending upon its location, retains the following number of jobs and possesses the following amounts of existing taxable property: Minimum J ob Ret ention Requi remen ts NUMBER OF JOBS TO RETAINED REQUIRED AMOUNT OF EXISTING TAXABLE VALUE I PRIORITY AREA STRATEGIC AREA ESTABLISHED AREA 100 200 400 $8 million $16 million $32 million Whether the County chooses to allow job retention to satisfy all or a portion of the standard job generation requirement will be dependent upon a number of factors , including the location of the project, the condition of the local economy, the type of jobs and industry involved, and the extent to which the project exceeds the job retention, average salary, tax base increase, and existing taxable property requirements . Anti-Pirating Provision s Economic development projects cannot involve an outside firm seeking or being offered a tax abatement from more than one Dallas County city unless that firm is also considering locating its operations outside of Dallas County. Also, incentive requests cannot be made if a present Dallas County firm is considering primarily relocating its operations from one Dallas County city to another Dallas County city unless it can be demonstrated that it is not possible for the firm to continue its operations within the present city or the firm is considering relocating to a site outside of the County that is not in a county contiguous to Dallas County. Maximum Aba t ement Percent ages The maximum abatement that will be provided to a new construction/relocation project, a strategic investment project, or a facility expansion/modernization project that is 21 located in a priority area or to an economically significant project is 90% of the increase in assessed valuation that occurs. The maximum abatement that will be provided to a new construction/relocation project, a strategic investment project, or a facility expansion/modernization project that is located in an established area is 50% or 75% of the increase in assessed valuation that occurs if the project is located in a strategic area. The maximum abatement that will be provided to a distribution center project is 50% if located in an established area or 75% if located in a priority or strategic area. The maximum abatement that will be provided to a Fortune 1000 corporate HQ project is 75% . Also, the amount of an abatement provided during a specific year may exceed the limits for established and strategic area projects as long as the average percent abated over the life of the abatement does not exceed these limits. V. HOUSING REQ UI REMENTS Under this policy, Dallas County will consider providing tax abatements for housing projects located within a priority area, an established area, a strategic area, or the Dallas CBD. To be eligible for an abatement, a housing project located within a priority area must produce 30 units of housing and increase the County's property tax base within three years of the date in which an abatement is approved for any first phase and within three years of the effective date for any subsequent phase by $1.5 million. For a project located within the Dallas CBD, an established area, or a strategic area, a project must produce 100 units of housing and increase the County's property tax base within three years by $5 million. For projects involving the new construction of housing in a strategic area, at least 10% of the housing that is produced must be affordable. For projects located in an established area, at least 40% of the housing that is produced must be affordable. The maximum abatement that will be provided to a housing project in a priority area is 90% of the increase in assessed valuation that occurs. For a project located within the Dallas CBD, an established area, or a strategic area, the maximum abatement that will be provided is 75%. VI. RETAIL SHOPPING AREA REDEVELOPMENT REQUIREMENTS To be eligible for a retail shopping area redevelopment abatement, a project must involve the redevelopment of at least five acres of contiguous property that currently consists of a group of stores and other commercial establishments built around a shared parking area . If a project involves either substantially improving or replacing an 22 existing retail shopping area with a new retail shopping development. then the project must increase the County's tax base by at least $2.5 million within three years of the date that any abatement is approved. If a project involves the demolition and replacement of an existing retail shopping area with a residential development, then the project must produce thirty new units of housing and increase the County's tax base by at least $1. 5 million within three years of the date that any abatement is approved. The maximum abatement that will be provided to a retail shopping area redevelopment project is 75 % of the increase in assessed valuation that occurs if the project is located in either a strategic or established area or 90% of any increase if the project is located in a priority area. VII . HISTORIC PRESERVATION REQUIRE M ENTS To be elig ible for an historic preservation tax abatement, the project must utilize a structure that is either listed in the National Register of Historic Places, is eligible for such listing , or is located within a district that is listed in the National Register, and the project must increase the County's tax base by at least $2 million within three years of the date that any abatement is approved for any first phase and within three years of the effective date for any subsequent phase. New improvements that are not historic, but that are economically critical to the renovation , preservation, or use of the structure , may also be in cluded in such projects and incentive requests as long as the improvements are located either on the same parcel as the structure or an adjacent p arcel~ Also , the renovation/restoration work must be appropriate and consistent with the structure's historical significance, as should the build ing 's general maintenance. All historic preservation projects will initially be eligible for a maximum abatement of up to 50% of any increase in assessed valuation. Additional "bonus" abatements may be awarded if the project develops housing, if it is located in a priority area , if it utilizes a structure with extraordinary historical significance , if the structure is in serious danger of being demolished (i.e., there are no likely alternative uses, the building has been vacant for some time, etc.), and/or if the project will generate significant economic activity (i.e. , the amount of investment to be undertaken greatly exceeds the County's requirements , it will assist tourism, increase retail sales, etc.). The ma ximum abatement that can be received for an historic preservation project is 90% of the increase in assessed real property valuation that occurs. VIII. HIGHER EDUCATION FACI LITI ES Dallas County will consider providing a ta x abatement for the construction/ renovation/expansion of higher education facilities that will be exclus ively used by an accredited college or university if the assessed valuation of the new improvements is at 23 least $2.5 million within three years of the date in which an abatement is approved for any first phase and within three years of the effective date for any subsequent phase. The maximum abatement that will be provided for a higher education facility is 100% of the increase in assessed real property that occurs. IX. APPLICATION PROCESS Requests for tax abatement from the Dallas County Commissioners Court must be made in writing and submitted to Dallas County's Director of Planning and Development, 411 Elm Street, Dallas, Texas 75202. These requests must also be accompanied with the fo llowing information: I. Description of requested abatement for each year (amount and duration) Current assessed valuation of , . property/firm : Projected annual assessed valuation of applicable proposed improvements/ business personal property (PLEASE NOTE THAT THESE FIGURES WILL BE USED AS THE QUALIFYING BENCHMARKS IN THE ABATEMENT AGREEMENT) Description of proposed project (including, where applicable, the amount/type of investment involved, increase in local payroll, number/types of jobs created/ retained, how much of projected tax base increase is attributable lo Freeport-eligible inventory, number of housing units to be produced/% affordable, average rent/sales price, type of re nova tions/ improvements to be made, square footage of retail space that will be demolished/replaced/improved, type of educational facilities to be constructed, number of students involved, etc.) Detailed schedule for implementing project (including, where applicable, when property will be acquired, when financing will be obtained, when demolition/ construction/renovation will begin/be completed , when new equ ipm ent will be installed, wh en facility will be fully operational, when new positions are filled, when jobs will be relocated, etc.) Financial pro form a showing impact of abatement on operating expenses I I I REQUIRED APPLICATION INFORMATION I HISTORIC RETAIL I REDEVELOPPRESERMENT VATIO N PROJECTS PROJECTS HIGHER EDUCATION FACILITIES E CONOMIC DEVELOPMEN T PROJECTS H OUSING PROJECTS X X X X X X X X X X X X X X I I I X I I I X X I X : i X X ; ! I X X X X I i ! I X 24 X X ' ~ '~ j I REQUIRED APPLICATIO N INFORMATION I ECONOMIC HOUSING PROJE CTS X X RETAIL REDEVELOP· MENT ! PROJECTS X X X X DEVELOP· MENT PROJECTS Explanation of why abatement Is needed - Map/location of proposed project I l ! i[ Date retail area was constructed X Current occupancy rate for retail area X Description of how project is served by such alternative forms of transportation as light rail, bus. car pool programs, HOV lanes, hike/bike trails , etc. or is immediately located within the area it will serve/ from which its employees will reside Description of applicant's business history (including location of firm's other Dallas Co unty projects/facilities) Description of firm's relocation history over the past fifteen years Identification of any displacement or environmental issues and discussion of how t11ese issues will be addressed HISTORIC PRESER· VATION PROJECTS X X X HIGHER EDUCATION l FACILITIES II i X X X X ! I I X I I X -! l I X Status of tax abatement/economic development assistance requests with other jurisdictions Preliminary architectural sketches Explanation, if applicable, of how project will revitalize priority areas or employ the chronically unemplqyed Current use of building/average occupancy rate over past twelve months Description/documentation of building's historic significance Documentation/description of medical coverage/health insurance provided to all full-time, permanent non -contract employees Statement that firm does not and will not knowingly employ an undocumented worker and that if convicted of doing so, it shall repay any abatement (with interest) that may have been provided Copy of most recent EE0-1 or equivalent work force composition report Name. telephone number, email address, and mailing address of contact person I I I I I X X X X X X X X I ! X I X X X X X X X X X X X X X ! X 1 X X i I I X I I X X X X X X X X X X X X X X X i X X X X I X X X I i Besides the information outlined above , additional information may be requested by the County at a later date . 25 So as to help facilitate the consideration of any tax abatement request, potential appl icants are strongly encouraged to co ntact the County's Director of Planning & Development at (214) 653-7601 as early in the project formulation process as possible. X. REVIEW AND APPROVAL The Dallas County Commissioners Court will review all eligible tax abatement requests submitted to the County and determine to what degree the County will provide such assistance. 26 EXHIBIT B (Legal Description of Property- 2500 Pacific) BEING a tract of land situated in the John Grisby Survey, Abstract No . 495, City of Dallas, Dallas County , Texas and being part of City of Dallas Block Nos. 270 1/2 and 272 and being all of Lot 1, Block A/280, Westdale Epic Addition , an addition to the City of Dallas according to the plat recorded in Instrument No . 201900183767, Official Public Records of Dallas County , Texas and being all of an abandoned portion of Hawkins Street pursuant to Ordinance Number 31178 and being part of a called 2.332 acre tract of land described in Special Warranty Deed to Epic Dallas Office, LP recorded in Instrument No . 201700027376 of said Official Public Records and being part of a called 1.232 acre tract of land described in Special Warranty Deed to Epic Dallas Phase 2, LP recorded in Instrument No. 201700027377 of said Official Public Records and being part of a tract of land described in Corrected Quitclaim Deed recorded in Instrument No . 201700321863 of said Official Public Records and being part of a called 1.295 acre tract of land described in Special Warranty Deed to Westdale Properties America I, Ltd. recorded in Instrument No. 201600085773 of said Official Public Records and being part of a called 0.012 acre tract of land described in Special Warranty Deed to Epic Dallas Phase 2, LP recorded in Instrument No . 201800057900 of said Official Public Records and being part of a called 0.568 acre tract of land described in Special Warranty Deed to Epic Dallas Phase 2, LP recorded in Instrument No. 201800071892 of said Official Public Records and being more particularly described as follows : BEGINNING at a 5/8" iron rod with plastic cap stamped "KHA" found at the south end of a rightof-way corner clip located at the intersection of the north right-of-way line of Elm Street (a 60-foot wide right-of-way) and the west right-of-way line of Jett Way (a 50-foot wide right-of-way) ; THENCE with said north right-of-way line of Elm Street, South 75 °24'25" West, passing the southwest corner of said 2. 332 acre tract and the southeast corner of said 1.232 acre tract at a distance of 5.58 feet and continuing in all a total distance of 126.09 feet to a 1/2-inch iron rod found at the intersection of said north right-of-way line of Elm Street with the northeast right-ofway line of Interstate Highway No . 345 , being the northeast corner of a tract of land described in Agreed Judgment to the State of Texas , recorded in Volume 70086 , Page 2002 of the Deed Records of Dallas County , Texas and being a south corner of said 1.232 acre tract ; THENCE with said northeast right-of-way line of Interstate Highway No. 345 , the following courses and distances : North 69 °56'39" West, a distance of 61.41 feet to a "X" cut in concrete found for the northwest corner of said State of Texas tract , for the southwest corner of said 1.232 acre tract and being at the southeast corner of said abandoned portion of Hawkins Street; North 71 °14'09" West , a distance of 60.11 feet to a "X" cut in concrete found at the southwest corner of said portion of abandoned Hawkins Street and being the south corner of said 0.012 acre tract; North 63°48'38" West, passing a 5/8" iron rod with cap stamped "City of Dallas" found for the northwest corner of said 0.012 acre tract and being the south corner of said 0.568 acre tract at a distance of 45 .81 feet and continuing with said northeast right-of-way line of Interstate Highway No . 345 and the southwest line of said 0.568 acre tract in all a total distance of 197.60 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner; North 54°19'24" West, a distance of 58 .13 feet to a 5/8" iron rod with plastic cap stamped "KHA" found at the south end of a right-of-way corner clip located ~t the intersection of 27 said northeast right-of-wa y line of Interstate Highway No . 345 with the southeast right-ofway line of Pacific Ave nue (a variable width right-of-way); THEN CE with said right-of-way corner clip , North r1 0'09" East, a distance of 32.46 feet to a mag nail found at the beginning of a non-tangent curve to the left having a central angle of 9°49'11 ", a radius of 1185.90 feet, a chord bearing and distance of North 62 °55'14" East, 203.00 feet and being the northernmost westerly corner of said 0.568 acre tract; THENCE with said southeast right-of-way line of Pacific Avenue , the following courses and distances : In a northeasterly direction , with the north line of said 0.568 acre tract and with said curve to the left, passing a "X" cut in concrete found for the northeast corner of said 0.568 acre tract and the northwest corner of said portion of abandoned Hawkins Street at an arc distance of 177.19 feet and continuing with the north line of said abandoned portion of Hawkins Street in all a total arc distance of 203.25 feet to a "X" cut in concrete found for corner; North 14°57'00" West, a distance of 3.92 feet to a mag nail found for corner; North 41 °29'33" East, a distan.ce of 30.00 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for the northwest corner of said Lot 1; North 44 °07'30" East, a distance of 2.10 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner; North 58 °35'30" East, passing the northwest corner of said 1.232 acre tract at a distance of 12.96 feet and continuing with the north line of said Lot 1 in all a total distance of 103.27 feet to a 5/8" iron rod with plastic cap stamped "KHA" found at the west end of a right-ofway corner clip located at the intersection of said southeast right-of-way line of Pacific Avenue with said west right-of-way line of Jett Way and being the north corner of said Lot 1; THENCE with said right-of-way corner clip , South 74°15'07" East, a distance of 8.49 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner at the east end of said right-of-way corner clip; THENCE with said west right-of-way line of Jett Way and the east line of said Lot 1, South 2r05'45" East, a distance of 361 .94 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner at the north end of said right-of-way corner clip located at the intersection of said west right-of-way line of Jett Way with said north right-of-way line of Elm Street; THENCE with said right-of-way corner clip , South 24 °09'20" West, a distance of 12.52 feet to the POINT OF BEGINNING and containing 2.0696 acres or 90 ,150 square feet of land. Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202) , North American Datum of 1983. 28 .i li!i Ill; 'I · I. I i a _ A ,. t .' .·. : ' ~ f,., 1 i ~! :.' ·' ·, . 'l :·..: · ~z ;I \ ,_. ' rf f ·"~ ·.~ 29 ~ ~ t ® (Legal Description of Property - 2550 Pacific) BEING a tract of land situated in the John Grisby Survey, Abstract No. 495, City of Dallas, Dallas County , Texas and being part of Lot 2, Block A/280 , Westdale Epic Addition , an addition to the City of Dallas according to the plat recorded in Instrument No. 201900183767 , Official Public Records of Dallas County , Texas and being part of a called 2.332 acre tract of land described in Special Warranty Deed to Epic Dallas Office, LP recorded in Instrument No. 201700027376 of said Official Public Records and being part of a tract of land described in Corrected Quitclaim Deed recorded in Instrument No. 201700321863 of said Official Public Records and being more particularly described as follows : BEGINNING at a 5/8" iron rod with plastic cap stamped "KHA" found at the south end of a rightof-way corner clip located at the intersection of the southeast right-of-way line of Pacific Avenue (a variable width right-of-way) with the east right-of-way line of Jett Way ; THENCE with said right-of-way corner clip , North 15°44'53" East, a distance of 9.15 feet to a 5/8" iron rod with plastic cap stamped "KHA" found at the north end of said right-of-way corner clip ; THENCE with said southeast right-of-way line of Pacific Avenue , the following courses and distances: North 58 °35'30" East, a distance of 138.05 feet to a "X" cut in concrete found for corner; South 31 °25'13" East, a distance of 6.75 feet to a "X" cut in concrete found for corner; North 58°35'30" East, a distance of 110.62 feet to a "X" cut in concrete found for corner; South 31 °12'54" East, a distance of 9.08 feet to a "X" cut in concrete found for corner; North 58 °36'09" East, a distance of 45.49 feet to a 5/8" iron rod with plastic cap stamped "KHA" found at the intersection of said southeast right-of-way line of Pacific Avenue and the west right-of-way line of Good-Latimer Expressway (a variable width right-of-way) ; THENCE with said west right-of-way line of Good-Latimer Expressway, the following courses and distances: South 53 °38'33" East, a distance of 73.45 feet to 5/8" iron rod with plastic cap stamped "KHA" found for corner; North 58°36'09" East, a distance of 24.47 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner; South 53 °38'33" East, a distance of 16.14 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for the easternmost northeast corner of said 2.332 acre tract; THENCE departing said west right-of-way line of Good-Latimer Expressway and with the east and south lines of said 2.332 acre tract, the following courses and distances: South 28 °47'05" West, a distance of 50.70 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner; South 31 °24'30" East, a distance of 188.40 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner; 30 South 75°24'25" West, a distance of 345.54 feet to a 5/8" iron rod with plastic cap stamped "KHA" found for corner in said east right-of-way line of Jett Way; THENCE with said east right-of-way line of Jett Way , North 2J005'45" West, a distance of 206.7 8 feet to the POINT OF BEGINNING and containing 1.9400 acres or 84 ,508 square feet of land . Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202) , North American Datum of 1983. l i 31 In. .A.lr 3 Eomgg?m. .uu- nlipb Ila-Db ((340 00 It? 1 n: ruffnna xhw?tin Fa Cu :0 it ?Who. . v- f!