HomeMy WebLinkAboutContract 50800-A1 CITY SECRETARYO
STATE OF TEXAS §
COUNTY OF TARRANT §
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 50800
�� "%c
jG - P TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND
RAIDER EXPRESS, INC.
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
50800 ("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 RAIDER EXPRESS, INC. ("Company"), a Texas corporation.
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. 50800
(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
Raider Express, Inc in the vicinity of the intersection of Highway 287 and Willow
Springs Road (identified in Exhibit "A" of the Agreement and defined as the "Land")
and certain ad valorem taxes on improvements located on the Land and on business
personal property located on the Land in return for the commitment by Company to
construct a new office, training, and manufacturing facility on the Land of at least 61,000
square feet (the "Required Improvements"), as more specifically outlined in the
Agreement.
B. The Agreement requires that Company complete all Required
Improvements by December 31, 2019. Due to unanticipated delays in completing this
project, including prolonged discussions with the Texas Department of Transportation
regarding site access, the need to purchase additional land to accommodate access
concerns, and discussions regarding the location of a water line extension, Company has
requested that the City consent to an extension of the deadline for completion of the
Required Improvements from December 31, 2019 to December 31, 2020. This will
necessitate a one-year extension to other related deadlines under the Agreement. The
City has no objections to this request.
D. 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
Page 1
Amendment No. 1 to CSC No.50800 UFF�UAL WCUN.0
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc. ccro��ARY
Agreement and (ii) this Amendment has been entered into following the same procedure
in which the Agreement was approved and executed.
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, 2022 and expiring on December 31, 2026, in
which Company will receive the Abatement in accordance with this
Agreement.
Completion Deadline means December 31,2020.
Compliance Auditing Term means the term of five (5)
consecutive years, commencing on January 1, 2021 expiring on December
31, 2025, in which the City will verify and audit Company's compliance
with the various annual commitments set forth in Section 4 that partially
form the basis for calculation of the amount of each annual Abatement
percentage hereunder.
2. Section 4.2 of the Agreement (Personal Property Improvements) is hereby amended
to read as follows:
4.2. Personal Property Improvements.
Company presently has Taxable Tangible Personal Property located in the
City with a taxable appraised value of Sixteen Million Dollars ($16,000,000.00).
During the Term of this Agreement, Company must incrementally install additional
Taxable Tangible Personal Property on the Land in order to be eligible to receive or
to continue receiving the Abatement hereunder, as follows (collectively, the
"Personal Property Improvement Commitment"):
4.2.1. Taxable Tangible Personal Property having a taxable appraised
value of at least Fifty-six Million One Hundred Thousand Dollars ($56,100,000.00)
must be in place on the Land by January 1, 2022, as determined solely by Tarrant
Appraisal District or the appraisal district having jurisdiction over the Land at the
time and reflected in the certified appraisal roll received by the City from such
appraisal district in such year.
4.2.2. Taxable Tangible Personal Property having a taxable appraised
value of at least Ninety-six Million Dollars ($96,000,000.00) must be in place on
Page 2
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
the Land by January 1, 2024, as determined solely by Tarrant Appraisal District or
the appraisal district having jurisdiction over the Land at the time and reflected in
the certified appraisal roll received by the City from such appraisal district in such
year.
4.2.3. Taxable Tangible Personal Property having a taxable appraised
value of at least One Hundred Thirty-six Million One Hundred Thousand Dollars
($136,100,000.00) must be in place on the Land by January 1, 2026, as determined
solely by Tarrant Appraisal District or the appraisal district having jurisdiction over
the Land at the time and reflected in the certified appraisal roll received by the City
from such appraisal district in such year.
Notwithstanding anything to the contrary herein, if the Personal Property
Improvement Commitment is not met as set forth above, an Event of Default will
occur in accordance with Section 7.2 of this Agreement.
3. Section 4.5 of the Agreement (Employment Commitments) is hereby amended to
read as follows:
4.5. Employment Commitments.
Determination each year of compliance with the following
employment commitments will be based on the employment data provided
to the City pursuant to Section 4.8.3 for the year under evaluation.
4.5.1. Overall Employment..
Company must meet or exceed the following levels of
overall employment for the calendar years specified below (for
each year below,the "Overall Employment Commitment").
4.5.1.1. 2021-2022.
In both 2021 and 2022, Company will meet
the Overall Employment Commitment if in the year under
evaluation Company provided and filled at least four
hundred forty-two (442) Full-time Jobs on the Land.
4.5.1.2. 2023-2024.
In both 2023 and 2024, Company will meet
the Overall Employment Commitment if in the year under
evaluation Company provided and filled at least five
hundred thirty-two (532) Full-time Jobs on the Land.
Page 3
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
4.5.1.3. 2025.
In 2025, Company will meet the Overall
Employment Commitment if in that year Company
provided and filled at least six hundred twenty-two (622)
Full-time Jobs on the Land.
4.5.2. Employment of Fort Worth Residents.
Company must meet or exceed the following levels of
employment of Fort Worth Residents for the calendar years
specified below (for each year below, the "Fort Worth
Employment Commitment"). Full-time Jobs held by Fort Worth
Residents will also be counted as Full-time Jobs for purposes of
measuring the Overall Employment Commitment outlined in
Section 4.5.1.
4.5.2.1. 2021-2022.
In both 2021 and 2022, Company will meet
the Fort Worth Employment Commitment if in the year
under evaluation Company provided and filled at least the
greater of(i) one hundred thirty-three (133) Full-time Jobs
on the Land or (ii) thirty percent (30%) of all Full-time
Jobs on the Land, regardless of the total number of such
Full-time Jobs,with Fort Worth Residents.
4.5.2.2. 2023-2024.
In both 2023 and 2024, Company will meet
the Fort Worth Employment Commitment if in the year
under evaluation Company provided and filled at least the
greater of(i) one hundred sixty (160) Full-time Jobs on the
Land or (ii) thirty percent (30%) of all Full-time Jobs on
the Land, regardless of the total number of such Full-time
Jobs, with Fort Worth Residents.
4.5.2.3 2025.
In 2025, Company will meet the Fort Worth
Employment Commitment if in that year Company
provided and filled at least the greater of(i) one hundred
eighty-seven (187) Full-time Jobs on the Land or (ii) thirty
percent (30%) of all Full-time Jobs on the Land, regardless
of the total number of such Full-time Jobs, with Fort Worth
Residents.
Page 4
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
4.5.3. Employment of Central City Residents.
Company must meet or exceed the following levels of
employment of Central City Residents for the calendar years
specified below (for each year below, the "Central City
Employment Commitment"). Full-time Jobs held by Central
City Residents will also be counted as Full-time Jobs for purposes
of measuring the Overall Employment Commitment outlined in
Section 4.5.1 and the Central City Employment Commitment
outlined in Section 4.5.2.
4.5.3.1. 2021-2022.
In both 2021 and 2022, Company will meet
the Central City Employment Commitment if in the year
under evaluation Company provided and filled at least the
greater of(i) sixty-seven (67) Full-time Jobs on the Land
or (ii) fifteen percent (15%) of all Full-time Jobs on the
Land, regardless of the total number of such Full-time Jobs,
with Central City Residents.
4.5.3.2. 2023-2024.
In both 2023 and 2024, Company will meet
the Central City Employment Commitment if in the year
under evaluation Company provided and filled at least the
greater of(i) eighty (80) Full-time Jobs on the Land or (ii)
fifteen percent (15%) of all Full-time Jobs on the Land,
regardless of the total number of such Full-time Jobs, with
Central City Residents.
4.5.3.3. 2025.
In 2025, Company will meet the Central
City Employment Commitment if in the year under
evaluation Company provided and filled at least the greater
of (i) ninety-four (94) Full-time Jobs on the Land or (ii)
fifteen percent (15%) of all Full-time Jobs on the Land,
regardless of the total number of such Full-time Jobs, with
Central City Residents.
4. Section 4.6 of the Agreement (Supply and Service Spending Commitment for Fort
Worth Companies)is hereby amended to read as follows:
Page 5
Amendment No. 1 to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
4.6. Supply and Service Spending Commitment for Fort Worth
Companies.
In 2021 and in each year thereafter during the Compliance
Auditing Term, Company must expend at least the greater of (i) One
Million Two Hundred Twenty-five Thousand Dollars ($1,225,000.00) in
Supply and Service Expenditures or (ii) thirty-five percent (35%) of its
Supply and Service Expenditures, regardless of the total amount of such
Supply and Service Expenditures, with Fort Worth Companies (the "Fort
Worth Supply and Service Spending Commitment").
5. Section 4.7 of the Agreement (Supply and Service Spending Commitment for Fort
Worth Certified M/WBE Companies)is hereby amended to read as follows:
4.7. Supply and Service Spending Commitment for Fort Worth
Certified M/WBE Companies.
In 2021 and in each year thereafter during the Compliance
Auditing Term, Company must expend at least the greater of (i) Five
Hundred Twenty-five Thousand Dollars ($525,000.00) in Supply and
Service Expenditures or (ii) fifteen percent (15%) of its Supply and
Service Expenditures, regardless of the total amount of such Supply and
Service Expenditures, with Fort Worth Certified M/WBE Companies (the
"M/WBE Supply and Service Spending Commitment").
6. Section 4.8.3 of the Agreement (Annual Employment Report) and Section 4.8.4 of
the Agreement (Annual Supply and Service Spending Report) are hereby amended so that
such reports will be due on or before February 1 of 2022 and of each year thereafter
through 2026.
7. The first sentence of Section 6 of the Agreement (Tax Abatement) is hereby
amended to read as follows:
Subject to the terms and conditions of this Agreement, provided that (i)
Company expended at least Thirteen Million Dollars ($13,000,000.00) in
Construction Costs for the Required Improvements by the Completion Date,
as confirmed in the Certificate of Completion issued by the Director in
accordance with Section 5.1; (ii)the Completion Date occurred on or before
the Completion Deadline, as confirmed in the Certificate of Completion
issued by the Director in accordance with Section 5.1; and (iii) Taxable
Tangible Personal Property having a value of at least Fifty-six Million One
Hundred Thousand Dollars ($56,100,000.00) was in place on the Land by
January 1, 2022, as determined solely by the appraisal district having
Page 6
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
jurisdiction over the Land at that time and reflected in the certified appraisal
roll received by the City from such appraisal district in such year, Company
will be entitled to receive an Abatement in the first year of the Abatement
Term and, subject to ongoing compliance with the Personal Property
Improvement Commitments set forth in Sections 4.2.2 and 4.2.3, in each
year thereafter for the remainder of the Abatement Term.
8. Section 7.2 of the Agreement (Failure to Meet Personal Property Improvement
Commitment)is hereby amended to read as follows:
7.2. Failure to Meet Personal Property Improvement Commitment.
7.2.1. Failure to Meet Initial Personal Property Improvement
Commitment.
Notwithstanding anything to the contrary herein, if the
initial Personal Property Improvement Commitment outlined in
Section 4.2.1, is not met, meaning that Taxable Tangible Personal
Property having a value of at least Fifty-six Million One Hundred
Thousand Dollars ($56,100,000.00) was not in place on the Land
by January 1, 2022, as determined solely by Tarrant Appraisal
District or the appraisal district having jurisdiction over the Land at
that time and reflected in the certified appraisal roll received by the
City from such appraisal district in such year, an Event of Default
will occur and the City will have the right to terminate this
Agreement, effective immediately, by providing written notice to
Company without further obligation to Company hereunder.
7.2.2. Failure to Meet Escalated Personal Property
Improvement Commitments.
Notwithstanding anything to the contrary herein, if either of
the escalated Personal Property Improvement Commitments
outlined in Sections 4.2.2 and 4.2.3 are not met, meaning that (i)
Taxable Tangible Personal Property having a value of at least
Ninety-six Million Dollars ($96,000,000.00) was not in place on
the Land by January 1, 2024 or (ii) Taxable Tangible Personal
Property having a value of at least One Hundred Thirty-six Million
One Hundred Thousand Dollars ($136,100,000.00) was not in
place on the Land by January 1, 2026, as determined solely by
Tarrant Appraisal District or the appraisal district having
jurisdiction over the Land at that time and reflected in the certified
appraisal roll received by the City from such appraisal district in
such year, an Event of Default will occur and the City will have the
right to terminate this Agreement by providing written notice to
Page 7
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
Company. In this event, (i) regardless of the date of the City's
written notice, the effective date of termination will be deemed to
be January 1 of the year in which Company failed to meet the
applicable Personal Property Improvement Commitment; (ii)
Company will not be eligible to receive an Abatement in that year
or any future year, but will be entitled to the retain the benefit of
the Abatements it received in all previous years; and (iii) it is
specifically understood that the provisions of Section 7.8, entitling
the City to recover payment from Company of all previous
Abatements received, will not apply.
9. Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
10. Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect.
11. 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 8
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
CITY OF FORT WORTH:
By:
Jesus J. Chapa
Assistant City Manager
Date: ? -2 - �,, c O
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Jesus J.
Chapa, Acting 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 he was duly authorized to
perform the same by appropriate resolution of the City Council of the City of Fort Worth
and that he 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.
GI EN UNDER MY HAND AND SEAL OF OFFICE this day of
2020.
(2V 4
``"""'
otary Public in and for SELENA ALA,,•`,���„•
=2: ;Notary Public. State of Texas
the State of Texas - -
=: Q Comm. Expires 03-31-2024
A
1�. Notary ID 132422528
Notary's Printed Name�(/ !�F R T 3;
APPROVED AS TO FORM AND LEGALITY: U k
By:
t
Peter Vaky J. , �i Secretary
Deputy City Attorney
M&C: 19-0416
Ord. 7-jf161-G1f-zozv
Form 1295: 2019-563422 - -
®FFMAL RK.Uii�y '
Page 9 CITY SECRETARY
Amendment No. I to CSC No.50800 ��. n
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc. WORTH,
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:
Name City Employee L ��✓ �
Title:
Page 10
Amendment No. I to CSC No.50800 ��" F �l rr
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
RAIDER EXPRESS, INC.,
a Texas corporation:
By:
Name: an orris
Title: Controller
Date: 0�-2 g-yozo
STATE OF �lX'_�U� §
COUNTY OF J�C`C(��� §
BEFORE ME,the undersigned authority, on this day personally appeared
eft \1t��,.(�'l.`7 , of RAIDER EXPRESS, INC., a Texas
corporation, 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
RAIDER EXPRESS,INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
v\ day of \ 52020.
Notary Public in and for
the State o
Notary's Printed Name
"aYa&Y TINA CARTER
Notary ID# 12210733
My Commission Expires
January 11.2021
E Oi
IX
Page 11
Amendment No. I to CSC No.50800
Tax Abatement Agreement between City of Fort Worth and Raider Express,Inc.
12/27/2019 City of Fort Worth-File#:M&C 19-0416
Home Legislation Calendar City Council Departments
'10 0 0 Share FJ RS_S_i yAlerts
Details Reports City of Fort Worth-Action Details
File#: M&C 19-0416 Version:1 Name: Details
Type: Award of Contract Consent Status: Pa File#: M&C 19-0416 Version:1
File created: 12/12/2019 In control: CI Type: Award of Contract Consent
On agenda: 12/17/2019 Final action: 12 Title: Authorize Execution of Amendment to Tax Abatement Agreement with Raider Express,Inc.to Exti
Title:
Authorize Execution of Amendment to Tax Abatement Agreement w the Completion Deadline for an Office,Training and Maintenance Facility to be Located at Properq
Pro the Vicinity of the Intersection of Property in the Vidnity of the Intersection of Highway 287 and Willo tY Highway 287 and Willow Springs Road(COUNCIL DISTRICT 7)
Attachments: 1.M&C 19-0416 Mover: Seconder:
History(1) Text Result:
1 record Group Export Agenda note:
-----�-- - ------- - — - Minutes note:
Date Vec Action By
Action: Approved
12/17/2019 1 CTY COUNCIL
`_— --__ - - - ---------- .- -- .-- -—-- - - Action text: Approved.
Consent Votes(0:0)
0 records
Person Name Vote
No records to display.
https://fortworthgov.legistar.com/Leg islation Detail.aspx?ID=4279909&GUID=1 C580441-3646-4E2A-l36A6-21 E1 ED1 EA332 1/1
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/17/19 M&C FILE NUMBER: M&C 19-0416
LOG NAME: 17AMENDRAIDEREXPRESS2019
SUBJECT
Authorize Execution of Amendment to Tax Abatement Agreement with Raider Express, Inc.to Extend the Completion Deadline for an Office,
Training and Maintenance Facility to be Located at Property in the Vicinity of the Intersection of Highway 287 and Willow Springs Road(COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the Tax Abatement Agreement with Raider
Express, Inc.to extend the deadline for completion of an approximately 61,000 square foot campus at property in the vicinity of the intersection of
Highway 287 and Willow Springs Road from December 31,2019 to December 31,2020.
DISCUSSION:
On February 13, 2018 (M&C C-28580)the City Council authorized the execution of a Tax Abatement Agreement(City Secretary Contract No.
50800)with Raider Express (Company)for the construction of a 61,000 square foot campus to be located in the vicinity of the intersection of
Highway 287 and Willow Springs Road(Project Site).
The City will grant a 50 percent tax abatement on the incremental increase in value of real and personal property improvements for a period of five
years. The Company must meet specific construction spending, annual employment and annual supply and service spending commitments in
order to achieve the maximum amount of potential incentive for each abatement year.
Per the Agreement,the Company must invest at least$13 million in real property improvements by December 31,2019.The Company must also
locate new taxable business personal property on the Project Site having a minimum taxable appraised value specified below by the appraisal
dates specified below:
• A total taxable appraised value of at least$56.1 million (2017 base value+$40.1 million) by 1/1/2021
• A total taxable appraised value of at least$96.0 million(2017 base value+$80 million) by 1/1/2023
• A total taxable appraised value of at least$136.1 million(2017 base value+$120.1 million)by 1/1/2025
The Company has agreed to spend or cause to be expended the greater of 25 percent or$3,050,000.00 of all hard construction costs for the
Development with Fort Worth contractors.The Company will spend or cause to be expended the greater of 15 percent or$1,830,000.00 of all hard
construction costs for the Development with contractors that are Fort Worth Certified Minority/Women Owned Business Enterprise companies
(with the understanding that dollars spent with Fort Worth Certified MA BE companies will also count as dollars spent with Fort Worth companies).
Fort Worth Certified M/WBE Company means a minority—or woman owned business that(i) has received certification as either a minority
business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise(DBE) by the North Central Texas
Regional Certification Agency(NCTRCA);and(ii)has a principal business office located within the corporate limits of the City.
The Company must provide the following minimum number of full-time jobs on the Project Site in each of the following years (as measured by
Company's employment data as of December 31 of each such year):
• at least 442 full-time jobs in 2020 and 2021
• at least 532 full-time jobs in 2022 and 2023
• at least 622 full-time jobs in 2024
The Company committed to fill a minimum of 30 percent of all full-time jobs(regardless of the total number of full-time jobs provided on the Project
Site)with Fort Worth residents and 15 percent of all full-time(regardless of the total number of full-time jobs provided on the Project Site)with Fort
Worth Central City Residents(with the understanding that employment of Fort Worth Central City Residents will also count as employment of Fort
Worth City Residents).
The Company has agreed to spend the greater of 35 percent or$1,225,000.00 in annual discretionary service and supply expenses with Fort
Worth companies,and the greater of 15 percent or$525,000.00 in annual discretionary service and supply expenses with companies that are Fort
Worth Certified Minority/Women Owned Business Enterprise companies.
Due to prolonged discussions with TXDOT regarding site access,the need to purchase additional land to accommodate access concerns, and
discussions regarding the location of the water line extension,the Company has requested a revised completion deadline of December 31,2020.
All other deadlines will be adjusted by one year.
This project is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon final approval of the amendment to the Tax Abatement Agreement,a loss of an estimated
$2,145,463.00 in revenue may occur over the 5 year tax abatement period.This reduction in revenue will be incorporated into the long-term
financial forecast of the City.
Submitted for Cijy Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Robert Sturns 2663
Additional Information Contact: Brenda Hicks-Sorensen 2606