R-2014-019 2014-02-24RESOLUTION NO. R2014-19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A TAX ABATEMENT AGREEMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Tax Abatement Agreement, a copy of which is attached
hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and
approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a Tax Abatement Agreement.
PASSED, APPROVED and ADOPTED this the 24th day of February, A.D., 2014.
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Resolution R2014-19
Exhibit "A"
THE STATE OF TEXAS
COUNTIES OF BRAZORIA,
FORT BEND, AND HARRIS
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (this "Agreement") is entered into by and
between the City of Pearland, Texas, a home rule city and Municipal Corporation of
Brazoria, Fort Bend, and Harris Counties, Texas, duly acting by and through its City
Manager (hereinafter called the "City"), and Amerlux, LLC. ("Amerlux") duly acting by
and through its Chief Executive Officer, Frank Diassi, and Unicorn Real Estate
Investment -Texas, LLC, a Texas Limited Liability Company (hereinafter called "URE"),
duly acting by and through its Chief Executive Officer, Frank Diassi. Unless individually
recognized, Amerlux and URE shall be collectively referred to as the "Companies".
WITNESSETH:
WHEREAS, on the 16th day of December, 2013 the City Council of the City
passed Ordinance No.1496 establishing Reinvestment Zone #25 in the City for general
business tax abatement, as authorized by Chapter 312, Tax Code, V.A.T.S. as
amended (the "Code"); and
WHEREAS, the City previously adopted Resolution No. R2013-14, establishing
appropriate guidelines and criteria for governing reinvestment zones and tax abatement
agreements to be entered into by the City as contemplated by the Code; and
WHEREAS, the City's objective is to maintain and/or enhance the general
business economic and employment base of the Pearland area for the long term
interest and benefit of the City, in accordance with Resolution No. R2013-14 and the
Code; and
WHEREAS, the contemplated use of the Premises, as hereinafter defined, and
the contemplated improvements to the Premises in the amount as set forth in this
Agreement and the other terms hereof are consistent with encouraging development of
said Reinvestment Zone in accordance with the purposes for its creation and are in
compliance with Resolution No R2013-14 and the guidelines and criteria adopted by the
City and all applicable law; and
1
WHEREAS, the Improvements, as defined below, constitute a major investment
within the Reinvestment Zone that will substantially increase the appraised value of
property within the zone and will contribute to the retention or expansion of primary and
secondary employment within the City; and
WHEREAS, there will be no substantial adverse affect on the provision of city
services or on its tax base, and the planned use of the Premises will not constitute a
hazard to public safety, health, or welfare; and,
WHEREAS, but for the benefits provided through this Tax Abatement
Agreement, the Improvements as defined below would not be made in the City; and
WHEREAS, the Companies declare that they will be the sole beneficiaries of the
benefits provided through this Tax Abatement Agreement and that they will not share
any portion of the proceeds of the benefits received through this Tax Abatement
Agreement with any other party as compensation or award for consulting or other
services received by the Companies contingent upon the successful execution of this
Agreement;
THEREFORE: For and in consideration of the mutual agreements and
obligations set forth below, the sufficiency of which is hereby acknowledged by the
parties hereto, the Companies and the City mutually agree as follows:
1. PREMISES: The property subject to this Agreement shall be only that
property described by metes and bounds and map attached hereto as Exhibit "A" (the
"Premises").
2. CONFLICT OF INTEREST: The City represents and warrants that the
Premises does not include any property that is owned by a member of its council or
boards, agencies, commissions, other governmental bodies or employees approving, or
having responsibility for the approval of, this Agreement.
3. ABATEMENT: Subject to the terms and conditions of this Agreement,
and subject to the rights and holders of any outstanding bonds of the City, a portion of
ad valorem property taxes assessed to the Premises and certain Improvements only as
defined herein and otherwise owed to the City shall be abated. The City hereby
acknowledges that it is not aware of any terms or conditions of any outstanding bonds
which would invalidate this Agreement or would conflict with the provisions of this
Agreement. This Agreement shall be effective with the January 1st valuation date
immediately following the date of execution of this Agreement (the "Effective Date"). In
each year that this Agreement is in effect, the amount of abatement shall be an amount
equal to the percentage indicated below of the taxes assessed upon the increased
2
value of the Premises due to the Improvements defined herein, exclusive of future or
other capital investment made at the Premises not contemplated herein, over the
market value as of January 1st in the year in which this Agreement is executed. The
abatement for URE as herein provided shall be for the following years and in the
following amounts: 1) Seventy -Five percent (75%) of the taxes assessed upon the
increased value of the Building, Fixed Machinery and Equipment and Fixed
Improvements set forth below exclusive of future or other capital investment made at
the Premises, annually for a period of four (4) years beginning January 1, 2015 and
ending December 31, 2018; 2) Fifty percent (50%) of the taxes assessed upon the
increased value of the Building, Fixed Machinery and Equipment and Fixed
Improvements set forth below exclusive of future or other capital investment made at
the Premises, annually for a period of three (3) years beginning January 1, 2019 and
ending December 31, 2021;
4. FUNDING CONDITIONS: The Companies must meet or cause to be met
all of the following: Lease Agreement, Capital Improvement and Job Creation conditions
described in (a), (b) and (c)below ("Funding Conditions"), or Companies shall be jointly
and severally liable for liquidated damages and/or repayment of abated taxes in
accordance with this Agreement:
a. Lease Agreement: URE and Amerlux shall execute an agreement
providing for the construction and lease of an approximately 80,000 sf
manufacturing and regional headquarters facility ("Facility") on the
Premises. Amerlux, as the tenant under the lease, shall maintain
operations at the Facility for the term of this Agreement.
b. Capital Improvements: URE and/or Amerlux shall construct various
improvements on the Premises, which when complete shall have a
minimum investment value of four million dollars ($4,000,000) for the real
property and/or improvements ("Fixed Improvements") and four million
one hundred thousand dollars ($4,100,000) in other "Ineligible Property"
(i.e., personal property and inventory) which shall be substantially
complete on or before July 1, 2015; provided, that the Companies shall
have such additional time to complete the Improvements as may be
required in the event of "force majeure" (as set forth herein) if the
Companies are diligently and faithfully pursuing completion of the
Improvements. The date of completion of the Improvements (the
"Improvement Completion Date") shall be defined as the date a Final
Certificate of Occupancy is issued by the City.
3
c. Job Creation: Amerlux shall create and retain a minimum of 85
"Employment Positions," as defined herein, in accordance with the
following schedule:
1) Employment Positions 65 total by the 60th day
following January 1, 2016.;
2) Employment Positions 70 total by the 60th day
following January 1, 2017;
3) Employment Positions 75 total by the 60th day
following January 1, 2018;
4) Employment Positions 80 total by the 60th day
following January 1, 2019;
5) Employment Positions 85 total by the 60th day
following January 1, 2020.
Amerlux shall demonstrate compliance with this Section by maintaining a
minimum of ninety five percent (95%) or more of the required Employment Positions at
the Premises for the entire duration of this Agreement. Employment Positions, for
purposes of this Agreement, shall only be counted if the number of Employment
Positions is greater than the total number of Employment Positions located at the
Facility when this Agreement is executed (the "Threshold").
d. Employment Positions. For the purposes of this Agreement,
"Employment Positions" shall be defined as Amerlux's jobs meeting all
of the following criteria:
1) New full-time employment positions (at least 2000
hours annually per employee) in the City that are
located at the Premises ; and
2) The Employment Positions must have an average
annual gross compensation of at least $32,000.00 per
year (excluding benefits); and
3) Medical benefits must be provided for each
Employment Position.
4
5. APPLICATION FOR TAX ABATMENT: Amerlux agrees and covenants that
the information provided in the Application for Tax Abatement attached hereto as
Exhibit "B" is true and correct and that any materially false or misleading information
provided to applicable taxing jurisdictions shall be an event of default and grounds for
termination of this Agreement.
6. GOOD FAITH, COMPLIANCE AND CONSIDERATION: The Companies
agree and covenant that they will diligently and faithfully, in a good and workmanlike
manner, pursue completion of the Improvements as a good and valuable consideration
of this Agreement. The Companies further covenant and agree that all construction of
the Improvements will be in accordance with all applicable federal, state and local laws
and regulations or valid waiver thereof. In further consideration, Companies shall
thereafter, from the date a Final Certificate of Occupancy is issued until the expiration of
this Agreement, continuously operate and maintain the Premises and limit the use of
said Premises to that use which is consistent with the terms of this Agreement and the
general purpose of encouraging development or redevelopment of the Reinvestment
Zone during the period that this Agreement is in effect.
7. ANNUAL COMPLIANCE VERIFICATIONS: No later than 60 days after
December 31, 2014, and continuing every year thereafter through 2020, Amerlux shall
deliver to the City an Annual Compliance Verification, in the form of Exhibit "C"
attached hereto, signed by a duly authorized representative of Amerlux and URE
certifying the following information:
a. the number Employment Positions created and maintained by Amerlux on
the Premises, the general description the Employment Positions existing
as of December 31st of the preceding year and the wage information for
all Employment Positions; and
b. the appraised value, as determined by the Central Appraisal District, of the
Improvements as defined herein, supporting evidence that the
Improvements were constructed or installed on or before the
Improvements Completion Date and a general description of the
Improvements existing as of December 31st of the preceding year
There shall be a total of seven (7) Annual Compliance Verifications submitted to the City
in years 2014 through 2020. Each Annual Compliance Verification shall include specific
back-up information supporting the Employment Position data. Furthermore, all Annual
Improvement Compliance Verifications shall consist of a certified copy of the appraised
value of the Improvements as shown by the Central Appraisal District supported by all
correspondence, renditions, appeals or contests and settlement of appraised value and
5
shall provide appropriate back-up data for the Improvements exclusive of other
investments made at the Premises.
8. CERTIFICATION OF GOOD STANDING/DELINQUENT TAXES: By
execution of this Agreement, the Companies certify that they are companies in good
standing under the laws of the State in which they were formed or organized, and that
they have provided the City evidence of such. In addition, the Companies certify that
they owe no delinquent taxes to any taxing unit of the State of Texas, the City or any
other local tax levying political subdivision with jurisdiction to levy taxes in or on the
operations and property of the Companies at the Premises.
9. CERTIFICATION RELATING TO UNDOCUMENTED WORKERS: By
execution of this Agreement, the Companies, including any business, branch, division,
and department of the Companies, certify that they do not and will not knowingly employ
an undocumented worker (as defined by Texas Government Code Section
2264.001(4)). If after any abatement of taxes under this Agreement and during the term
of this Agreement, the Companies, or a business, branch, division, or department of the
Companies, is convicted of a violation under 8 U.S.C. Section 1324a(f), the Companies
shall repay the amount of any funds abated plus interest at the rate of 8% per year. The
repayment shall be due and owing not later than the 120th day after the date of the
conviction without the requirement of notice from the City.
10. ACCESS TO PREMISES: The Companies further agree that the City, its
agents and employees shall have the right to enter upon the Premises at any
reasonable time to inspect the Improvements in order to determine whether the
construction of the Improvements is in accordance with this Agreement and all
applicable federal, state, and local laws, ordinances, and regulations or valid waiver
thereof. After completion of the Improvements, the City shall have the continuing right
to enter upon and inspect the Premises at any reasonable time during normal business
hours, after 24 hours notice has been given, to determine whether the Premises are
thereafter maintained and operated in accordance with this Agreement and all
applicable federal, state, and local law, ordinances, and regulations. The City shall
conduct at least one inspection annually to ensure compliance with the guidelines
contained in Resolution No. R2013-14. Notwithstanding any other provision of this
Agreement, if the City determines that a violation of a federal, state, or local law,
ordinance or regulation exists on the Premises, the City may, in addition to any other
authorized enforcement action, provide to the Companies written notice of such
violation. For the purposes of this Agreement, the Companies shall have thirty (30)
days from the date of the notice to cure or remedy such violation. If the Companies
refuse to cure or remedy the violation within such thirty (30) day period, the Companies
are subject to the forfeiture, at the discretion of the City, of any right to any tax
6
abatement for the period of such violation through to the end of the period covered by
this Agreement.
11. LIQUIDATED DAMAGES:
a. Funding Condition Targets. As set forth herein, during the term
of this Agreement, Amerlux shall deliver to the City an Annual Compliance
Verification, signed by Amerlux and URE, demonstrating compliance with
the Funding Conditions of this Agreement for the preceding year. If
Amerlux fails to timely provide an Annual Compliance Verification or
provides an Annual Compliance Verification that demonstrates the
Companies failed to meet a Funding Condition target(s) for that year, then
the City may, at its sole discretion and in addition to all other remedies for
the recapture of lost tax revenue provided herein, require the Companies
to pay liquidated damages up to the amount of the abatement received for
the year in which the Companies did not meet the Funding Conditions.
b. General Provisions Related to Liquidated Damages: Liquidated
damages provided for herein shall be construed in accordance with
Section 312.205, Tax Code, V.A.T.S., as amended, and shall include all
taxes which otherwise would have been paid to the City without the benefit
of abatement (but without the addition of penalty; interest will be charged
at the statutory rate for delinquent taxes as determined by Section 33.01
of the Tax Code) and shall become a debt to the City and shall be due,
owing and paid to the City as liquidated damages subject to the expiration
of any cure period or the termination date, whichever is applicable. The
City shall retain all remedies for the recapture and collection of the lost tax
revenue as provided generally in the Tax Code for the collection of
delinquent property taxes and in accordance with Resolution No. R2013-
14. The Companies shall be jointly and severally liable to the City for any
liquidated damages contemplated herein.
12. DEFAULTS AND REMEDIES:
a. Each of the following occurrences, acts or omissions of Amerlux
and/or URE shall constitute an act of default of the Companies
under this Agreement:
1) The failure to meet the Capital Improvements Funding
Conditions by the Improvement Completion Date.
7
2) The failure to provide or submit Annual Compliance
Verification Report(s) as required by this Agreement.
3) The failure to meet any Capital Improvement or Job Creation
Funding Conditions of this Agreement.
4) The Companies allow their ad valorem taxes owed to any
taxing jurisdiction to become delinquent, and fail to timely
and properly follow the legal procedures for protest and/or
contest of any such ad valorem taxes.
5) Amerlux, LLC ceases to lease the facility.
b. In the event of a default of the terms of this Agreement, the City
shall provide the Companies written notice of such default, which notice
shall be delivered by personal delivery or certified mail to:
Frank Weston
Amerlux, LLC
23 Daniel Road East
Fairfield, NJ 07004
Unicorn Real Estate Investment -Texas, LLC
c/o Amerlux, LLC
23 Daniel Road East
Fairfield, NJ 07004
With courtesy copy to:
Anthony J. Marchetta, Esq.
Day Pitney LLP
One Jefferson Road
Parsippany, NJ 07054-2891
c. If Amerlux and/or URE fail to satisfactorily cure a default under this
Agreement within thirty (30) days of the date of receiving written notice to
cure the default, this Agreement may be terminated by the City at its
discretion without further notice or liability to the Companies. In the event
Amerlux and/or URE fail to cure a default within thirty (30) days of
receiving such written notice to cure, the Companies shall immediately
refund to the City any amounts abated under this Agreement , plus
interest at the rate of 8% per year, compounded annually from January 1
of the year prior to the default occurs ("Default Year") to the date of
payment of the refunded taxes.
d. Amerlux shall provide the City a written notice a minimum of thirty
(30) days before any of the Employment Positions or Improvements are
moved from the Premises that would result in a reduction below the then
required Employment Positions. In the event that Amerlux shall move
any of the Employment Positions or Improvements required by this
Agreement from the Premises during the term of the Agreement, the City
in its sole discretion, may terminate this Agreement and require the
Companies to immediately refund, to the City, all or a portion of the taxes
previously abated under this Agreement , plus interest at the rate of 8%
per year, compounded annually from January 1 of the year following the
execution of this Agreement to the date of repayment.
e. All taxes abated herein shall be deemed due and owing to the City
at any point that Amerlux and/or URE cannot pay their respective bills as
they come due. If after Amerlux and/or URE is no longer able to pay its
bills as they come due, it files for protection from its creditors by any
chapter of the bankruptcy code, the City may, at its discretion, pursue the
abated taxes as a creditor in the bankruptcy for unpaid property taxes
subject to any and all tax liens applicable thereto.
13. CITY AUDIT RIGHTS:
a. Duty to Maintain Records. The Companies shall maintain
adequate records to support its compliance with the terms of this
Agreement. The Companies shall also maintain such records as are
reasonably deemed necessary by the City and auditors of the City, or
such other persons or entities designated by the City, to ensure proper
accounting for all costs and performances related to this Agreement.
9
b. Records Retention. The Companies shall maintain and retain for
a period of four (4) years after the submission of the final Annual
Compliance Verification report, or until full and final resolution of all audit
or litigation matters which arise after the expiration of the four (4) year
period after the submission of the final Annual Compliance Verification
report, whichever time period is longer, such records as are necessary to
fully disclose the extent of services provided under this Agreement,
including but not limited to any daily activity reports and time distribution
and attendance records, and other records which may show the basis for
the calculation of full time positions.
c. Audit Trails. Appropriate audit trails shall be maintained by the
Companies to provide accountability for updates and changes to
automated personnel and financial systems. Audit trails maintained by the
Companies shall, at a minimum, identify the changes made, the individual
making the change and the date the change was made. An adequate
history of transactions shall be maintained by the Companies to permit an
audit of the system by tracing the activities of individuals through the
system. The Companies' automated systems provide the means whereby
authorized personnel have the ability to audit and establish individual
accountability for any action that can potentially cause access to,
generation of, or modification of information related to the performances of
this Agreement. The Companies agree that their failure to maintain
adequate audit trails and corresponding documentation shall create a
presumption that the performances were not performed.
d. Access. The Companies shall, upon reasonable advance notice,
grant the City, or such other persons or entities designated by City for the
purposes of inspecting, auditing, or copying such books and records,
access, during normal business hours on a not to interfere basis, to all
paper and electronic records, books, documents, accounting procedures,
practices or any other items relevant to the performance of this
Agreement,. All records, books, documents, accounting procedures,
practices or any other items relevant to the performance of this Agreement
shall be subject to examination or audit by City, or such other persons or
entities designated by City in accordance with all applicable state and
federal laws, regulations or directives. Amerlux and/or URE will direct any
subcontractor with whom it has established a contractual relationship to
discharge their obligation to likewise permit access to, inspection of, and
reproduction of all books and records of their subcontractor(s) which
pertain to this Agreement.
10
e. Location and Reimbursement. Any audit authorized herein shall
be conducted at the Premises during normal business hours and
conducted at City's expense and in a manner not to unreasonably
interfere with Amerlux's or URE's business; provided all reasonable costs
incurred by City in conducting any such audit shall be reimbursed by
Amerlux and/or URE in the event such audit reveals an aggregate
discrepancy in any of the reporting of compliance as required by this
Agreement. If any audit or examination reveals that the reports for the
audited period are not accurate for such period, then Amerlux and/or URE
shall reimburse the City in accordance with Section 11 of this Agreement.
f. Corrective Action Plan. If an audit reveals any discrepancies or
inadequacies which must be remedied in order to maintain compliance
with this Agreement, Amerlux and/or URE agree, within thirty (30)
calendar days after their receipt of the audit findings, to propose and
submit to the City a corrective action plan to correct such discrepancies or
inadequacies subject to the approval of the City. The Companies further
agree that the sole cost to complete the corrective action shall be the
responsibility of the Companies, and implementation shall be within thirty
(30) calendar days after the City approves the corrective action plan.
g. Reports. Amerlux and/or URE shall provide to the City periodic
status reports in accordance with the City's audit procedures regarding the
their resolution of any audit -related compliance activity for which they are
responsible.
14. REPORTS AND BRIEFINGS: In a manner consistent with the need to
protect privacy and the intellectual property of the Companies and third parties, the
Companies will provide periodic briefings as reasonably requested by the City on the
general activities, economic impact and progress of the new project development and
business operations in Texas.
15. USE AND RETENTION OF CITY CRAFTSMEN, TRADES AND
SUPPLIERS: Although not an event of default or a condition to this Agreement, the
City requests that the Companies satisfy its need for additional employees from City of
Pearland, Texas, residents and purchase all materials, supplies and services necessary
to affect the occupancy of the property from City of Pearland merchants and
businesses.
16. COMMUNITY INVOLVEMENT: Although not an event of default or
condition of any advance hereunder, the Companies agree to actively participate in
community and charitable organizations and/or activities, the purpose of which are to
11
improve the quality of life in the City of Pearland, Texas, and to actively encourage its
employees to be involved in such organization and/or activities.
17. FINANCIAL INFORMATION: The Companies shall furnish the City, if
requested, on an annual basis by February 28 of each year throughout the term of this
Agreement, information regarding the general business status, market and general
summary financial updates regarding the Companies.
18. INDEMNITY AND HOLD HARMLESS: THE COMPANIES HEREBY
AGREE TO RELEASE, ACQUIT, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, FROM ANY
AND ALL KINDS OF CLAIMS, DEMANDS, LOSSES, DAMAGES, INJURIES, RIGHTS,
CAUSES OF ACTION, OR JUDGMENTS OF WHATSOEVER CHARACTER OR
NATURE, INCLUDING ATTORNEYS' FEES, WHICH MAY ARISE AS A RESULT OF
ACTION OR OMISSION BY URE AND/OR AMERLUX UNDER THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION REFLECT THE EXPRESSED INTENTIONS OF
THE COMPANIES AND THE CITY AND SHALL SURVIVE THE TERMINATION,
EXPIRATION, OR CANCELLATION OF THIS AGREEMENT.
19. EXPRESS NEGLIGENCE. THE INDEMNITY SET FORTH IN THIS
AGREEMENT IS INTENDED TO BE ENFORCEABLE AGAINST THE COMPANIES
AND THEIR SUCCESSORS AND ASSIGNS IN ACCORDANCE WITH THE EXPRESS
TERMS AND SCOPE HEREOF NOTWITHSTANDING TEXAS' EXPRESS
NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR
OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER
SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT
LIABILITY OF THE CITY.
20. GENERAL PROVISIONS
a. Authority. Each party represents that it has obtained all necessary
authority to enter into this Agreement.
b. Relationship of Parties and Disclaimer of Liability. The parties
will perform their respective obligations under this Agreement as
independent contractors and not as agents, employees, partners, joint
ventures, or representatives of the other party. Neither party can make
representations or commitments that bind the other party. The Companies
are not a "governmental body" by virtue of this Agreement or the City's
granting of an abatement.
12
c. Limitation of Liability. In no event will either party be liable to the
other party for any indirect, special, punitive, exemplary, incidental or
consequential damages. This limitation will apply regardless of whether or
not the other party has been advised of the possibility of such damages.
d. Term. The term of this Agreement commences on the Effective
Date of this Agreement and continues until December 31, 2021 unless
terminated earlier pursuant to the terms of this Agreement.
e. Termination for Cause. Either party may terminate this
Agreement for Cause upon thirty (30) days prior written notice to the other
party. "Cause" is any failure to perform a material obligation under this
Agreement within the specified time; including the Companies' failure to
comply with any Funding Conditions contained herein. The sole remedy
for any termination for Cause (and for the "cause" giving rise to the
termination) shall be that each party is relieved of its obligation to perform
hereunder; however, following termination by the City, the Companies will
continue to be obligated to the City for liquidated damages and/or
repayment of abated taxes in accordance with applicable provisions of this
Agreement.
f. Dispute Resolution and Applicable Law.
1) Informal Meetings. The parties' representatives will meet as
needed to implement the terms of this Agreement and will make
a good faith attempt to informally resolve any disputes.
2) Applicable Law and Venue. This Agreement is made and
entered into in the state of Texas, and this Agreement and all
disputes arising out of or relating thereto shall be governed by
the laws of the state of Texas, without regard to any otherwise
applicable conflict of law rules or requirements. The Companies
agree that any action, suit, litigation or other proceeding
(collectively "litigation") arising out of or in any way relating to
this Agreement, or the matters referred to therein, shall be
commenced exclusively in the State of Texas in any court with
proper jurisdiction to hear this matter closest to the City Hall of
the City of Pearland, and hereby irrevocably and unconditionally
consent to the exclusive jurisdiction of those courts for the
purpose of prosecuting and/or defending such litigation. The
Companies hereby waive and agree not to assert by way of
motion, as a defense, or otherwise, in any suit, action or
13
proceeding, any claim that (a) the Companies are not personally
subject to the jurisdiction of the above-named courts, (b) the
suit, action or proceeding is brought in an inconvenient forum or
(c) the venue of the suit, action or proceeding is improper.
21. MISCELLANEOUS PROVISIONS
a. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
and it shall not be necessary in establishing proof of this Agreement to
produce or account for more than one such counterpart.
b. Merger. This document constitutes the final entire agreement
between the parties and supersedes any and all prior oral or written
communication, representation or agreement relating to the subject matter
of this Agreement.
c. Severability. Any term in this Agreement prohibited by, or unlawful
or unenforceable under, any applicable law or jurisdiction is void without
invalidating the remaining terms of this said Agreement. However, where
the provisions of any such applicable law may be waived, they are hereby
waived by either party, as the case may be, to the fullest extent permitted
by the law, and the affected terms are enforceable in accordance with the
parties' original intent.
d. Survival of Promises. Notwithstanding any expiration, termination
or cancellation of this Agreement, the rights and obligations pertaining to
payment or repayment of abated taxes and/or liquidated damages,
confidentiality, disclaimers and limitation of liability, indemnification, and
any other provision implying survivability will remain in effect after this
Agreement ends.
e. Binding Effect. This Agreement and all terms, provisions and
obligations set forth herein shall be binding upon and shall inure to the
benefit of the parties and their successors and all other state agencies and
any other agencies, departments, divisions, governmental entities, public
corporations and other entities which shall be successors to each of the
parties or which shall succeed to or become obligated to perform or
become bound by any of the covenants, agreements or obligations
hereunder of each of the parties hereto.
14
f. Successors and Assigns/Notice. The terms and conditions of
this Agreement are binding upon the successors and assigns of all parties
hereto. This Agreement may be transferred or assigned by the
Companies only upon written permission by the City in accordance with
Resolution R2013-14, which permission shall not be unreasonably
withheld. No assignment shall be approved if the assignor or assignee is
indebted to the City for ad valorem taxes or other obligations. The
Companies, or any legal successor thereto or prior assignee thereof, may
assign its rights and obligations under this Agreement, including by
merger or operation of law, to any legal successor or any person or entity
that acquires all or substantially all of its business and operations. In
addition, with the prior written consent of the City, which consent shall not
be unreasonably withheld or delayed, the Companies, or any legal
successor to the Companies or prior assignee thereof, may assign its
rights and obligations under this Agreement to any parent or wholly owned
subsidiary that it currently has in place or later establishes, if it is
constituted as a separate legally recognized business entity. Any such
assignment will be made without additional consideration being payable to
the City. This Agreement shall survive any sale, change of control or
similar transaction involving the Companies, any successor thereto or
prior assignee thereof and no such transaction shall require the consent of
the City. The Companies shall provide the City written notice of any
assignment, sale, change of control or similar transaction pursuant to this
section as soon as possible and in no event not later than thirty (30)
calendar days following such event.
g. Force Majeure. Neither party shall be required to perform any
obligation under this Agreement or be liable or responsible for any loss or
damage resulting from its failure to perform so long as performance is
delayed by force majeure or acts of God, including but not limited to
strikes, lockouts or labor shortages, embargo, riot, war, revolution,
terrorism, rebellion, insurrection, flood, natural disaster, interruption of
utilities from external causes.
h. Notice. All notices, requests, demands and other communications
will be in writing and will be deemed given and received (i) on the date of
delivery when delivered by hand or via electronic mail, (ii) on the following
business day when sent by confirmed simultaneous telecopy and (iii) on
the following business day when sent via overnight courier (e.g., Federal
Express).
15
22. AGRICULTURAL VALUATION: It is understood and agreed by the City
and the Companies that if the Premises has been designated and taxed as agricultural
land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S., this Agreement shall
not be effective and no abatement granted until the Companies has removed the
agricultural use designation and all taxes due pursuant to Section 23.55, Tax Code,
V.A.T.S., as amended, (roll back taxes) have been paid.
23. CITY AUTHORIZATION: This Agreement was authorized by Resolution
of the City Council at its council meeting on the 24th day of February, 2014, authorizing
the City Manager to execute the Agreement on behalf of the City.
24. SUBORDINATION: Notwithstanding any other provision of this
Agreement, any payment under this Agreement is subordinated to the payment in full of
all obligations owed, from time to time, by the Companies to JPMorgan Chase Bank,
N.A. (the "Bank"), including, without limitation, all amounts due or to become due, under
(i) that Amended and Restated Credit Agreement, dated May 25, 2012, among Maker,
Unicorn HRO, LLC and the Bank, as amended or amended and restated from time to
time and (ii) that Joint and Several Full Guaranty of Payment, dated January 8, 2014,
provided in connection with the Loan Agreement, dated January 8, 2014, between the
Bank and Unicorn Real Estate Investment, a New Jersey limited liability company.
16
Witness our hands this oQ L ay of b(Z.t-1A IZ , ZO I4.( .
ATTEST:
CITY
By: /..� . i�� ice.% _ arm./ By:
`ung L� ` g
, ity Se -tary
By:
Darrin M. Coker
City Attorney
17
Jo :: nson
Interim City Manager
Frank Diassi
Chairman of the Board and CEO
UNICORN RE . ESTATE, LLC.
By:
Fran Diassi
Chairman of the Board and CEO
THE STATE OF TEXAS
COUNTY OF BRAZORIA
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Jon Branson Asst.City Manager for the City of Pearland, known to me to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 24 DAY OF
February , A.D., 20 1 4 •
6 MARIA E. RODRIGUEZ �J�, z n n,
Notary Public, State of Texas 1 � ��v
My Commission Expires: ';' NOTARY PUBLIC, STATE OF T AS
r 02/28/2017 ' Printed Name: Maria E_ Rodri gip z
. 0:®44.14414141" " Commission Expires: Da -•a2 4 4.0/1
THE STATE OF /i4ulXvse7
COUNTY OF eSSCX /
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Frank Diassi, Chief Executive Officer of Amerlux, LLC, known to me to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS ..Z 4'4 DAY OF
6rei,f , A.D., 20/7- .
xex.01,1
• • •
NOTARY P' UB C, ST TE OF NEW JERSEY
Printed Name: ,P/ane �iii% 0
Commission Expires: 5,/tr/2m/r
DIANE E GIAIMO
ID #2043828
NOTARY PUBLIC
STATE OF NEW JERSEY
My Commission Expires April 28, 2018
THE STATE OF 4i/
COUNTY OF GSSG j4
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Name, Title of Unicorn Real Estate, LLC, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS ,4 DAY OF
l--earc/uiry , A.D., 20 /,1- .
NOTARY PUBLIC, STATE OF
Printed Name: 0/awe C. /a/mo
Commission Expires: `'/.2Y/..d/k
DIANE E GIAIMO
ID #2043828
NOTARY PUBLIC
STATE OF NEW JERSEY
My Commission Expires April 28, 2018
Exhibit "A"
PREMISES
Property Description
METES AND BOUNDS DESCRIPTION
11.0139 ACRES
LOCATED IN THE
JAMES HAMILTON SURVEY, A-876
HARRIS COUNTY, TEXAS
Being a tract or parcel of land containing 11.0139 acres of land or 479,764 square feet, located in the
James Hamilton Survey, Abstract 876, Harris County, Texas, Said 11.0139 acre tract being out of and a
part of a 18.065 acre tract of record in the name of Spectrum 86 Partners, L.P. in Harris County Clerk's
File (H.C.C.F.) Number 20060169567, said 11.0139 acre tract being out of and a part of Lots 55, 55-
1/2, 56 and 56-1/2, Block "F" of the Allison -Richey Gulf Coast Homes Subdivision of record in
Volume 3, Page 40 in the Map Records of Harris County (H.C.M.R.), Texas; Said 11.0139 acre tract
being more particularly described as follows (bearings based on said deed):
BEGINNING at a 5/8 inch iron rod found for the southwest corner of aforesaid 18.065 acre tract,
being the northwest corner of a called 0.6680 acre tract dedicated to the public for Right -of -Way
(R.O.W.) purposes in Film Code Number 640056, H.C.M.R., and being on the east R.O.W. line of
Kirby Drive (width varies);
THENCE, coincident the west line of aforesaid 18.065 acre tract and the east R.O.W. line of
aforesaid Kirby Drive, the following three (3) courses:
1. North 02 degrees 17 minutes 03 seconds West, a distance of 187.52 feet to a 5/8 inch
iron rod found;
2. North 07 degrees 28 minutes 43 seconds West, a distance of 165.68 feet to a 5/8 inch
iron rod found;
3. North 02 degrees 17 minutes 03 seconds West, a distance of 114.41 feet to a 5/8 inch
iron rod with "Gruller" cap set for the northwest corner of the herein described tract;
THENCE, through and across aforesaid 18.065 acre tract, North 87 degrees 25 minutes 57 seconds
East, a distance of 1,036.43 feet to a 5/8 inch iron rod with "Gruller" cap set for the northeast corner
of the herein described tract, being on the west line of a called 3.525 acre tract of record in the name of
the City of Pearland in H.C.C.F. Number Y173146;
THENCE, coincident the east line of aforesaid 18.065 acre tract and the west line of aforesaid 3.525
acre tract, South 02 degrees 10 minutes 59 seconds East, a distance of 467.00 feet to a 5/8 inch iron
rod found for the southeast corner of said 18.065 acre tract, being the southwest corner of said 3.525
acre tract and being on the north line of a called 2.500 acre tract of record in the name of Susie M.
Lorance in H.C.C.F. No. X977828;
THENCE, coincident the south line of aforesaid 18.065 acre tract and the north line of both
aforesaid 2.500 acre tract and aforesaid 0.6680 acre R.O.W., respectively, South 87 degrees 25 minutes
57 seconds West, a distance of 1,020.61 feet to the POINT OF BEGINNING and containing
11.0139 acres of land.
0—
• ▪ RAT E .1,00101.5..
iMEE
= ▪ LIME
0.0
oPEI war
FOC( Or OUPLOVC
N8r25'S7"E 1038.49
z
11.0139 ACRES
(479.784 SQ. FT.)
Iso' �Ej (rc�rn. moss. x.cun. -wrJ
38r25.57"W 1020.51
I FCEND
•000 FENCE —
4.19.64o curnat —E —E
Y x —
—�t—u5- "
CRIT.07 01-.00.1
J
nes at.... the TIAN. 0T0lawty
groahK 0,090„
mro .. ,.. raa au�ws (�1 m.w. rn•a
s/e �.Yn .aur .s 1°4-'7.
a rw, ro m. comr a azuxxu
PLAT OF SURVEY
BOUNDARY & IMPROVEMENT
OF A
11.0139 ACRE (479,764 SQ. FT.) TRACT
OUT OF AND A PART OF
A 18.065 ACRE TRACT
H.C.C.F. No. 20060169567
LOCATED IN THE
JAMES HAMILTON SURVEY, A-876
HARRIS COUNTY, TEXAS
cAufteit swaieying, Lee
monssmoul. 10.01M120
SON
197.00011. Min7ON �
.o ; 2000.0 .0 0_r7,ro
Exhibit "B"
APPLICATION FOR TAX ABATEMENT IN THE CITY
APPLICATION FOR TAX ABATEMENT IN THE
CITY OF PEARLAND
It is recommended that this application be filed at least 90 days prior to the beginning of construction or the installation
of equipment. The filing of this document acknowledges familiarity and conformance with Guidelines and Criteria for
Granting Tax Abatement in a Reinvestment Zone Created in the City of Pearland. This application will become part of
the agreement and any knowingly false representations will be grounds for the City to void the agreement. Original copy
of this request should be submitted to the Pearland Economic Development Corp. President, 1200 Pearland Parkway,
Suite 200, Pearland, Texas 77581, 281.997.3000, www.pearlandedc.com. Please attach exhibits and additional
information.
Applicant Information
Name of Business: Amerlux Exterior, LLC
Address: 5220 Shank Rd.
City: Pearland State: Tx
Date: 03/01/13
Zip: 77581
Contact Person: Mike Kempf Title: General Manager
Phone: 281-997-5400
Fax: 281-997-5441 Email: mkempf@amerluxexterior.com
NA ICS Codes for primary business operations: 335122 Lighting fixtures, commercial electrical, manufacturing
Federal ID Number: 37-1576667
Does the Business file a consolidated tax return under a different tax ID number?
If yes, please also provide that tax ID number:
What is your State of Texas tax ID number: 3-20384-6657-2
®Yes El No
Is the contact person listed above authorized to obligate the Business?
❑ Yes ®No
If no, please provide the name and title of a company officer authorized to obligate the Business:
Frank Weston, CFO and Senior VP Amerlux, LLC
Business Information
Provide a brief description and history of the Business. Include information about the Business' products or services
and markets served.
Amerlux is planning to relocate from its current 54,000 sq. ft. leased space at the end of Shank Rd. to a
permanent facility off of Kirby Drive. The new property and building will be purchased by Unicom Real
Estate, LLC and occupied and operated by Amerlux, LLC which are both owned by the same entity.
The new facility would be approximately 80,000 sq.ft. and would include space for manufacturing, office staff,
product showroom, and testing facilities. The land is currently not developed, so the project would include
utility improvements as well as new construction on the site. Amerlux intends to make the new facility a top
notch venue for showing our products to lighting designers, architects and engineers and end users. The new
facility will also allow Amerlux in Pearland to greatly increase its percentage of company revenue generated and
ship new products in the Interior sector of the market.
Business Structure:
O Cooperative 0 Corporation
❑ Partnership 0 S -Corporation
® Limited Liability Company ❑ Not for Profit
❑ Sole Proprietorship
State of Incorporation: NJ Years in business: 23
Identify the Business' owners and percent ownership: Frank Diassi
Annual Sales (Most Recent): $94,000,000
Projected Total Sales: Year 1: $110,000,000 Year 2: $125,000,000 Year 3:
$150,000,000
How many employees are currently employed by the Business including all locations, subsidiaries, divisions worldwide?
List the Business' Texas Locations and the Current Number of full-time equivalent (1,TE.) Employees at each Location
(including Pearland if applicable):
Company Wide - 180 employees in 3 locations. The only Texas location is n Pearland where there are
currently 68 I, ib, employees.
Current annual payroll of Pearland facility excluding any benefits (if applicable): $2,200,000
Does the Business offer medical and dental insurance? ® Yes ❑ No
If yes, please describe.
Company offers 2 PPO Options through BlueCross BlueShield of Texas
The company pays up to 75% depending on employee elected coverage. Company offers a Managed
DentalGuard Plan through Guardian Insurance Company
Does the Business offer a pension plan, 401(k) plan, and/or retirement -plan? ® Yes 0 No
If yes, please describe.
The company offers a Safe Harbor 401K Plan through TransArnerica, with an employer safe harbor
contribution of 3%
Please provide a brief description of the Business' involvement in the community(ies) that it has locations.
The Pearland facility participates in the Texas Back To Work Initiative through the Texas WorkForce Commission. The
company participates in Job Fairs and Career Development through local colleges such as Alvin Community College and
San Jacinto Community College as well as the vocational department at Pearland High School. The company employees
temporary employees from local temporary placement agencies depending on production goals
Project Information
Location and legal description of the area to be designated as reinvestment zone (Provide map shoving site and metes
and bounds description in attachment A5):
Type of Business Project:
® New Location 0 Modernization of Existing Pearland Facility
® Expansion of Pearland Facility
Type of Facility:
® Manufacturing
O Regional Service
❑ Other Basic Industry
❑ Reg. Distribution Center
O Reg. Entertainment Center
Briefly describe the proposed project for which assistance is being sought. (Include project facility size, infrastructure
improvements, proposed products/services, any new markets, etc.)
Amerlux is planning to relocate from its current 54,000 sq. ft. leased space at the end of Shank Rd. to a
permanent facility off of Kirby Drive. The new property and building will be purchased by Unicorn Real
Estate, LLC and occupied and operated by Amerlux, LLC which are both owned by the same entity.
The new facility would be approximately 80,000 sq.ft. and would include space for manufacturing, office staff,
product showroom, and testing facilities. The land is currently not developed, so the project would include
utility improvements as well as new construction on the site. Amerlux intends to make the new facility a top
notch venue for showing our products to lighting designers, architects and engineers and end users. The new
facility will also allow Amerlux in Pearland to greatly increase its percentage of company revenue generated and
ship new products in the Interior sector of the market.
Has any part of the project started? ® Yes 0 No
If yes, please explain.
Amerlux has a Letter of Intent on the parcel of land, with sale contingent upon assistance and tax abatements
from the PEDC and City of Pearland.
Identify the Business' competitors. If any of these competitors have Pearland locations, please explain the nature of the
competition (e.g. competitive business segment, estimated market share, etc.) and explain what impact the proposed
project may have on the Pearland competitor.
Competitors are other manufacturers that produce Interior and Exterior Decorative and Architectural Lighting
Products. Exterior competitors include Holophane, Sternberg, Hadco and Lumec. There are no competitors
for our target markets in the Pearland area.
Will any of the current Pearland employees lose their jobs if this project does not proceed in Pearland? (Existing
Pearland Companies only) ® Yes ❑ No
If yes, please explain why and identify those jobs as "retained jobs" in the Project Jobs section.
If the project does not proceed in Pearland, the company may be have to look into alternate locations (not
necessarily nearby) that could cost many of current jobs. This strategic location ensures that we keep our
current workforce and allow the company to reach its long term goals.
Is the Business actively considering locations outside of Pearland? ® Yes 0 No
If yes, where and what assistance is being offered?
The company has looked into multiple other sites outside of Pearland.
Will any State or Federal Permits be needed for the project? ® Yes 0 No
If yes, please describe each and current time -frame for receiving each?
Possibly for a powder coat finishing system.
Will the project be seeking LEED certification? 0 Yes ® No
If yes, what level of certification is being sought?
Project Jobs
List the jobs that will be created and/or retained as the result of this project. (A retained job is an existing job that would
be eliminated or moved to another location if the project does not proceed in Pearland.) For jobs to be created, include
the starting and final hourly wage rate. For retained jobs, include the current hourly wage rate.
Is the hourly wage rate based on a 40 hour work week, 52 weeks per year? ® Yes ❑ No
If no please explain:
Total Created bobs
Job Title/Classification
New Jobs
Starting wage
Wage in 3
years
Cumulative
Admin/Clerical
1
$25,168.00
$27,684.80
$27,684.80
Customer Service
2
$41,641.60
$45,805.76
$91,611.52
Engineering—Designers
2
$59,121.92
$65,034.11
$130,068.22
Engineering — Drafters
1
$35,600.00
$39,160.00
$39,160.00
Finance
1
$40,040.00
$44,044.00
$44,044.00
Packing/Shipping
2
$22,422.40
$24,664.64
$49,329.28
Production Control
1
$35,418.24
$38,960.06
$38,960.06
Purchasing
1
$36,676.64
$40,344.30
$40,344.30
Production — Electrical/LED Assembly
5
$23,795.20
$26,174.72
$130,873.60
Production — Pole Assembly
3
$23,452.00
$25,797.20
$77,391.60
Production — Paint Shop
2
$23,223.20
$25,545.52
$51,091.04
Production — Welders
2
$29,744.00
$32,718.40
$65,436.80
Production — Grinders
1
$22,102.08
$24,312.29
$24,312.29
Production — Supervisors
2
$53,493.44
$58,842.78
$117,685.57
Warehouse/Inventory
2
$24,939.20
$27,433.12
$54,866.24
Total Created Jobs
28
$496,837.92
$546,521.71
$982,859.33
Avg. Salary
Total Retained bobs
Job Title/Classification
Number of
RETAINED
Jobs
Current wage
Cumulative
Admin/Clerical
1
$22,880.00
$22,880.00
Customer Service
3
$37,856.00
$113,568.00
Department Managers
6
$85,481.07
$512,886.40
Engineering — Designers
4
$53,747.20
$214,988.80
Engineering — Drafters
1
$28,995.20
$28,995.20
Finance
1
$36,400.00
$36,400.00
Human Resources
1
$44,990.40
$44,990.40
Marketing
1
$39,936.00
$39,936.00
Packing/Shipping
4
$20,384.00
$81,536.00
Production Control
2
$32,198.40
$64,396.80
Purchasing
2
$33,342.40
$66,684.80
Production — Electrical/LED Assembly
13
$21,632.00
$281,216.00
Production — Pole Assembly
8
$21,320.00
$170,560.00
Production — Paint Shop
7
$21,112.00
$147,784.00
Production — Welders
4
$21,361.60
$85,446.40
Production — Grinders
4
$20,092.80
$80,371.20
Production — Supervisors
3
$48,630.40
$145,891.20
Warehouse/Inventory
3
$22,672.00
$68,016.00
Total RETAINED Jobs
68
$613,031.47
$2,206,547.20
Avg. Salary
$32,449.22
$35,102.12
Tax Abatement Information
Description of eligible improvements (real property) to be constructed including fixed equipment fixed equipment,
buildings, parking lots, etc (Provide detail in attachment A6):
The investment will consist of a new 80,000 square foot, tilt -up facility located on no less than ten acres of
land. The anticipated investment for the land and facility will be approximately $7,800,000 million. In addition,
new and existing machinery and equipment will be relocated from the existing facility resulting in an additional
increase in taxable value of approximately $3,500,000-$3,700,000.
Description of ineligible property to be included in project, including inventory and personal property:
Inventory and personal property.
The proposed reinvestment zone is located in:
County: Harris
Drainage District: Harris Co Flood Control
School District: Houston ISD
College District: Houston Community College
Other Taxing Jurisdictions: Pearland City, Port of Houston, Harris Co. Hospital, Harris Co. Education Dept.,
Lower Kirby Management Dist.
What is the parcel(s) tax identification number(s)?: Preliminarily parts of 0451800000178 and 0451800000160
Tax Abatement Requested: % of eligible property for a term of years (or)
requesting staggered tax abatement terms as follows: 75 %-Years 1-4 and 50% -Years 5-7
Is the applicant seeking a variance under Section 3 (f) of the Guidelines: Yes 0 No El
If yes, attached required supplementary information in attachment A8.
Has company made application for abatement for this project by another taxing jurisdiction or nearby counties:
Yes ❑ No IZI
If yes, provide dates of application, hearing dates, if held or scheduled, name of jurisdictions and contacts, and
Letters of intent.
Construction Estimates
Commencement Date: 6/1/2013 If Modernization
Construction Man Years: Unknown Estimated Economic Life of Existing Plant in years:
Completion Date: 7/1/2014 Added Economic Life from Modernization in years:
Peak Construction Jobs: 100
20 APPRAISED BASE VALUE ON SITE
ESTIMATED VALUE OF NEW
VALUE ADDED
Land -estimated at $98,000 per acre
$1,000,000
Land
$0
Building and Improvements
$
Fixed Improvements
$4,000,000
Fixed Equipment
$
Fixed Machinery Equipment
$0
Personal Property
$
Personal Property
$1,200,000
Inventory
$
Inventory
$2,900,000
Total of Pre-existing Value
$1,000,000
Total of New Value Added
$8,100,000
Total Value of Pre-existing and New Value
$9,100,000
Project Budget
AMOUNTS BUDGETED
Use of Funds
Cost
Source
Commitment Status
Land Acquisition
$2,400,000
Bank Loan
Site Preparation
$600,000
Bank Loan
Cost of Utilities to Site
$
Building Acquisition
$
Building Construction
$4,000,000
Bank Loan
Building Remodeling
$
Machinery & Equip.
$950,000
Bank Loan
Computer Hardware
$50,000
Bank Loan
Computer Software
$50,000
Bank Loan
Furniture & Fixtures
$20,000
Bank Loan
Working Capital
$
Moving Expenses
$90,000
Bank Loan
Job Training
$
TOTAL
$8,100,000
Does the Business plan to lease the facility? ® Yes 0 No
If yes, please provide the Annual Base Rent Payment (lease payment minus property taxes, insurance, and
operating/maintenance expenses) and the length of the lease agreement.
As stated above, Amerlux will lease the property from Unicorn Real Estate, LLC. Both companies are owned
by the same entity controlled by Frank Diassi. Lease payment is unknown.
Financial assistance is need -based, please explain why assistance is needed:
To provide an incentive for the company to expand in Pearland and offset some of the costs.
Any recipient of tax abatement is expected to provide security to the City. The security will be exercised, when
necessary, due to non-performance. In addition to a lien and/or mortgage, personal guarantees are expected for
businesses not publicly traded, and corporate guarantees are expected when the business recipient has a parent (or
holding) company. What security will be offered to secure financial assistance and describe what seniority or position
the City will have on any lien or mortgage?
Amerlux will enter into a loan agreement and sign a promissory note to repay the loan in the event of default.
Attachments
Please attach the following documents:
Al Completed Economic Impact Data Sheet (If requested)
A2 Business Plan (If requested)
A3 Copy of the most recent payroll report for one pay period must be in Excel format and include the following
information:
• Company name, date of payroll and source of payroll information
• Employee name and/or employee identification number
• Current hourly wage - do not include bonuses or other benefit values
• Indicate if the employee is full time (40 hours per week, 52 weeks per year) or part time.
A4 Financial Information
• Audited profit and loss statements and balance sheets for past three year -ends;
• Current YTD profit and loss statement and balance sheet; and
• Schedule of aged accounts receivable;
• Schedule of aged accounts payable; and
• Schedule of debts.
A5 Map showing boundaries of proposed site.
A6 Statement explaining general nature and extent of the project, describing existing site and improvements;
describe all proposed improvements and provide a list of all improvements and equipment for which
abatement s requested.
A7 Proposed timeline for undertaking and completing the planned implements.
A8 Variance Request (if applicable)
Certification & Release of Information
I hereby give permission to the City of Pearland and the Pearland Economic Development Corporation (PEDC) to
research the Business' history, make credit checks, contact the Business' financial institutions, insurance carriers, and
perform other related activities necessary for reasonable evaluation of this application.
I understand that all information submitted to the City and PEDC related to this application is subject to Texas Public
Information Act.
I understand this application is subject to final approval by the City of Pearland City Council and the Project may not be
initiated until final approval is secured.
I understand that the City reserves the right to negotiate the financial assistance. Furthermore, I am aware that tax
abatement is not available until an agreement is executed within a reasonable time period following approval.
I certify the Business has not, within the last five years, been cited or convicted for violating any state or federal statutes,
rules, and regulations, including environmental, worker safety and immigration regulations, or, if such violations have
occurred, that there were mitigating circumstances or such violations did not seriously affect public health or safety or
the environment.
I hereby certify that all representations, warranties, or statements made or furnished to the City and PEDC in
connection with this application are true and correct in all material respect. I understand that it is a violation under Texas
law to engage in deception and knowingly make, or cause to be made, directly or indirectly, a false statement in writing
for the purpose of procuring economic development assistance.
For the Business:
Si na
5c/7.- G
Name and Title (typed or printed)
INSTRUCTIONS
Applicants and projects must meet the requirements established by the City of Pearland Guidelines and Criteria for Granting
Tax Abatement in a Reinvestment Zone found in Resolution No. R2011-12 (attached) in order to receive positive
consideration. Section 2 of the Guidelines, for example, sets out regulations governing eligible facilities, eligible and
ineligible improvements, terms and economic qualifications. Conformance with all sections, however, is required for
eligibility.
APPLICANT INFORMATION
The taxing unit may consider applicant financial capacity in determining whether to enter into an abatement agreement.
Established companies for which public information is available, or the wholly owned businesses of such companies,
should include with the application a copy of their latest annual report to stockholders. Other applicants and new
companies should attach a statement showing when the company was established, business references (name, contact
and telephone number of principal bank, accountant and attorney) and may be required to submit an audited financial
statement and business plan.
PROJECT INFORMATION
Only facilities listed in Section 2(a) of the Guidelines may receive abatement without applying for a variance. Check
guideline definitions in Section 1 to see if project qualifies.
TAX ABATEMENT INFORMATION
Estimated Appraised Value on Site - The value as of January 1 immediately preceding abatement should be the value
established by the Appraisal District. If the applicant must estimate value because the taxable value is not known or is
combined with other properties under a single tax account, please so state. Projections of value should be a "best
estimate" based on taxability in Texas. The projection of project values not abated should include personal property and
ineligible project -related improvements such as office space in excess of that used for plant administration, housing, etc.
EXHIBIT "C"
FORM OF ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
6Ecf,-3EA
r,tvc�r,
CITY OF PEARLAND
TAX ABATEMENT ANNUAL INVESTMENT AND EMPLOYMENT
COMPLIANCE VERIFICATION
Verification should be submitted to the Pearland Economic Development Corporation President, 1200 Pearland
Parkway, Suite 200, Pearland, Texas 77581, 281.997.3000, www.pearlandedc.com. Please attach exhibits and additional
information.
Company Information
Name of Business: Date:
Address:
City: State: Zip:
Contact Person: Tide:
Phone: Fax: Email:
Annual Compliance Verification
Please check the box that applies:
❑ First Time Filing
❑ Subsequent Filing
If subsequent, date last compliance submitted:
Report Covers Period: Begin Date: End Date:
This is compliance of
1
Employment -Position Information
All positions must be full-time (2,000 hours or more annually) and permanent, with the Company.
1. Total Number of Employment Positions Reported (previously certified and new):
2. Total Number of Employment Positions Previously Certified:
3. Total Number of New Employment Positions Submitted for Certification (line 1 — line 2):
4. Total Payroll for all Employment Positions Reported this Claim Period:
5. Average annual gross compensation at this Company/Project Facility (line 3/line 4):
Did the Company meet the "Job Target" for this reporting period? 0 Yes 0 No
If no, please explain why:
Does the Company provide medical and dental benefits to all employees? 0 Yes 0 No
Investment Information
1. Total new value previously certified:
2. Total new value submitted for certification this claim period:
3. Total value reported (previously certified and new line 1 and 2):
Generally describe the improvements existing as of December 31 of the preceding year?
Did the Company install or construct all improvements before the Improvements Completion Date? 0 Yes 0 No
If no, please explain why:
TAXABLE VALUE ON SITE
20_ ORIGINAL
BASE VALUE
TAX
YEAR 20_
TOTAL INCREASE
OVER 20_ BASE
Land
$
$
$
Building and Improvements
$
$
$
Fixed Equipment
$
$
$
Personal Property
$
$
$
Inventory
$
$
$
Total Value
$
$
$
Please attach the Business Personal Property Rendition form submitted to the Appraisal District.
2
Attachments
Please attach the following documents:
Al Employment Verification
A2 Certified copy of the appraised and settled value of the Improvements as shown by the appropriate Central Appraisal
District supported by all correspondence, renditions, appeals or contests and settlement of appraised value and shall
provide appropriate back-up data for the Improvements exclusive of other investments made at the Premises.
A3 Business Personal Property Rendition of Taxable Property Form
Certification
I certify the appraised value of the improvements as defined in our agreement with the City of Pearland.
I certify the Business has not, within the reporting period, been cited or convicted for violating any state or federal
statutes, rules, and regulations, including environmental, worker safety and immigration regulations
Under penalty of perjury, I declare that the information in this document and any attachments are true and correct to the
best of my knowledge and belief.
For the Business:
Signature Date
Name and Title (typed or printed)
3
ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
Job Certification Period: January 1,
ABC Company
114 Oak Drive
Bluebonnet, Texas 77777
ABC Company, Inc.
Project Approved: 10/23/98
2000 through December 31, 2000
Job No.
Position Title
Social
Employee
Wages
Hours
Date Hired to
City of
Security
Name
During Claim
Worked
Position/Date
Pearland
Number
Period
During Claim
Left Position
Resident
Period
PREVIOUSLY CERTIFIED JOBS (updated):
001 Division ###-##-#### Dennis
Director Director
002 Office
Manager
002A
$68,987
2,318
09/01/98 to
Present
###-##-#### Mary Worker $15,236 1,200 01/15/98 to
8/31//98
###-##-#### Lindsey $12,008 900 9/1/98 to
Sellsmith Present
NEW JOBS THIS CERTIFICATION:
003 Sales ###-##-####
Manager
004 Print Shop
Manager
Delores $29,695 2,080
Incharge
###-##-#### Adam $32,450 2,056
Typeset
Total Jobs Created: 4
Total Payroll: $###,###
Vacant Positions: 0
TOTAL # OF JOBS ON THIS PAGE 4
PAGE # 1 of 1
TOTAL # OF JOBS ON THIS CLAIM 4
4
09/01/99 to
Present
09/01/99 to
Present
N
Y
Y
N
Y