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Home My WebLink AboutContract 48535-A1 CITY SECRETARY STATE OF TEXAS § CONTRACT NO., ,,XOUNTY OF TARRANT § 0 AMENDMENT NO. 1 TO 9f9�, CITY SECRETARY CONTRACT NO. 48535 TAX ABATEMENT AGREEMENT BETWEEN CITY OF FORT WORTH AND ANDREWS DISTRIBUTING COMPANY OF NORTH TEXAS, LLC This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 48535 ("Amendment") is entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, and ANDREWS DISTRIBUTING COMPANY OF NORTH TEXAS, LLC ("Company"), a Texas limited liability company. The City and Company hereby agree that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Amendment: A. The City and Company previously entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 48535 (the "Agreement"). Under the Agreement, the City agreed to abate certain ad valorem real property taxes on improvements proposed to be constructed on property owned by Company (identified in Exhibit "A" of the Agreement and defined as the "Land") and certain ad valorem taxes on business personal property located on the Land in return for Company's commitment to construct a beverage distribution center, with office space and a sign shop (the "Required Improvements"), on the Land, as more specifically outlined in the Agreement. B. The Agreement requires that Company complete all Required Improvements by December 31, 2017. Due to unanticipated delays in completing this project, Company has requested that the City consent to an extension of the deadline for completion of the Required Improvements from December 31, 2017 to October 31, 2018. The City has no objections to this request. This extension will also necessitate further amendments to the Agreement with respect to the time frame in which certain additional commitments must be met. C. This Amendment is authorized under § 312.208 of the Texas Tax Code because (i) the provisions of this Amendment could have been included in the original Agreement and (ii) this Amendment has been entered into following the same procedure in which the Agreement was approved and executed. Page 1 OFFICIAL RECORD Amendment No. 1 to CSC No.48535 Tax Abatement Agreement between City of Fort Worth and Andrews Distributing Company of ot{4MaGMETAARY TX FT.WOWN, NOW, THEREFORE,the City and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. Section 2 of the Agreement (Definitions) is hereby amended to change the definitions of the following terms, as follows: Abatement Term means the term of five (5) consecutive years, commencing on January 1, 2020 and expiring on December 31, 2024, in which Company will receive the Abatement in accordance with this Agreement. Completion Deadline means October 31, 2018, subject to extension due to delays directly attributable to Force Majeure Events. Compliance Auditing Term means the term of five (5) consecutive years, commencing on January 1, 2019 and expiring on December 31, 2023, in which the City will verify and audit Company's compliance with the various commitments set forth in Section 4 that form the basis for calculation of the amount of each annual Abatement percentage hereunder. 2. Sections 4.10.2 (Annual Employment Report) and 4.10.3 (Annual Supply and Service Spending Report) are hereby amended to provide that such annual reports will be due on or before February 1 of 2019 and each year thereafter through 2023. Section 4.10.2 is further amended to provide that the first report filed thereunder shall reflect the required employment data as of October 31, 2018. 3. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Agreement. 4. Except as otherwise specifically amended in this Amendment, the Agreement shall remain in full force and effect. 5. This Amendment contains the final written expression of the City and Company with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED to be effective as of the last date indicated below: [SIGNATURES FOLLOW ON NEXT THREE (3)PAGES] Page 2 Amendment No. I to CSC No.48535 Tax Abatement Agreement between City of Fort Worth and Andrews Distributing Company of North Texas,LLC CONTRACT COMPLIANCE MANAGER: By signing below, I hereby acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements: By: I"I(I �-'114-T— Name of City Employee: Title: 'guSiwi✓-5 tjZV,�L6,wCnfi' �Q�cfl�N o� CITY OF FORT WORTH: By: Su an Alanis ssistant City Manager Date:- 5-15b e APPROVED AS TO FORM AND LEGALITY: By: _ A4��a441 Peter Vaky Deputy City Attorney M&C: C-28486 12-5-17 Form 1295: 2018-326963 of FoRr ;A b'' U ........... (::: 4 ,tin Ronald P. Gonz��les,A .City sz OFFICIAL,RECORD Cllr aaaUrAff WONTNI TX Page 3 — -- — Amendment No. 1 to CSC No.48535 Tax Abatement Agreement between City of Fort Worth and Andrews Distributing Company of North Texas,LLC STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Susan Alanis, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that she was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that she executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIV N UNDER MY HAND AND SEAL OF OFFICE this day of D , 2018. _ e -! Not Public in and for MARIA S•SAir'CHEZ the State of Texas _ `r My Notary;t)},2256490 �►W1'i Il � �Gi,'I�c:►n�Zs '"'+T' `1;�?' Expire, Sr ig,2021 Notary's Printed Name Page 4 Amendment No. 1 to CSC No.48535 Tax Abatement Agreement between City of Fort Worth and Andrews Distributing Company of North Texas,LLC ANDREWS DISTRIBUTING COMPANY OF NORTH TEXAS, LLC, a Texas limited liability company: r By: ,).,o-k �.�-- Jo Jernig Chief Financial Officer Date: w1Y, STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally appeared Joe Jernigan, Chief Financial Officer of ANDREWS DISTRIBUTING COMPANY OF NORTH TEXAS, LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of ANDREWS DISTRIBUTING COMPANY OF NORTH TEXAS,LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of q �� , 2018. Notary Public in and for EVPAULINSs JAROSZ{WICZ the State of ��XaS Notary ID#115524 Commission Expires Mproh1U2021 Notary's Printed Name Page 5 Amendment No. 1 to CSC No.48535 Tax Abatement Agreement between City of Fort Worth and Andrews Distributing Company of North Texas,LLC M&C Review Page 1 of 2 Oficial site of the City of Fort Worth,Texas CITY COUNCIL AGENDA Fo�T` F Ir COUNCIL ACTION: Approved on 12/5/2017 DATE: 12/5/2017 REFERENCE NO.: **C-28486 LOG NAME: 17ED_AMEND ANDREWS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendment to Tax Abatement Agreement City Secretary Contract No. 48535 with Andrews Distributing Company of North Texas, LLC, to Extend the Completion Deadline (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Amendment to Tax Abatement Agreement City Secretary Contract No. 48535 with Andrews Distributing Company of North Texas, LLC, to extend the Completion Deadline from December 31, 2017 to October 31, 2018. DISCUSSION: On April 19, 2016, Mayor and Council Communication (M&C C-27686) the City Council authorized the execution of a Tax Abatement Agreement (City Secretary Contract No. 48535) with Andrews Distributing Company of North Texas, LLC, (Company) for the construction of a 400,000 square foot distribution center to be located at 100 Northeast Loop 820. Per the Agreement, the Company must invest at least $37 million in real property improvements and new business personal property on the site by December 31, 2017. The Company also made a commitment to maintain a minimum of 460 full-time equivalent jobs at the site as of December 31, 2017. Due to delays in the development process, the 18-months' construction schedule had to be pushed out, as noted in a letter received by Economic Development from Magee Architects. In order to fulfill the commitments of the Agreement, the Company has requested a revised completion deadline of October 31, 2018, as well as the date by which a minimum of 460 full-time equivalent jobs will be retained at the new site. In addition to the deadline extension request, a clarification to the employment numbers as presented in the M&C should have reflected the employment terms negotiated in the original term sheet negotiated between the parties and as stated in the executed Agreement, which is that at least 50 percent of those jobs must be held by Fort Worth residents and 25 percent of those must be held by Fort Worth Central City residents. This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this Agreement will have no material effect on the Fiscal Year 2018 Budget. While no current year impact is anticipated from this action, any effect on expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long- term financial forecast. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25249&councildate=12/5/2017 5/3/2018 M&C Review Page 2 of 2 TO Fund Department Account Project Program Activity Budget Reference# Amoun t Fund ID � ID Year (Chartfield 2)_ _ FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year Chartfield 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Robert Sturns (212-2663) Additional Information Contact: Ossana Hermosillo (212-2665) ATTACHMENTS 2017 Andrews Form 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25249&councildate=12/5/2017 5/3/2018