HomeMy WebLinkAboutContract 58678 C."SECRETARY'
C I RACT NO. ,-
STATE OF TEXAS §
COUNTY OF TARRANT §
TAX ABATEMENT AGREEMENT
This TAX ABATEMENT AGREEMENT("Agreement")is entered into by and between
the CITY OF FORT WORTH, TEXAS ("City"), a home-rule municipality organized under the
laws of the State of Texas; PR CARTER DISTRIBU1fION CENTER BUILDING F, LP, a
Delaware limited partnership ("Carter") and RSI NORTH AMERICA, INC. a Delaware
corporation("Company").
RECITALS
A. On January 29, 2019, the City Council adopted Resolution No. 5337-01-2021,
stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines
and criteria governing tax abatement agreements entered into between the City and various parties,
entitled"General Tax Abatement Policy"("Policy"),which is incorporated herein by reference and
hereby made a part of this Agreement for all purposes.
B. The Policy contains appropriate guidelines and criteria governing tax abatement
agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code,as
amended("Code").
C. On November 30, 2021, the City Council adopted Ordinance No. 25217-11-2021
("Ordinance")establishing Tax Abatement Reinvestment Zone No. 102,City of Fort Worth,Texas
("Zone").
D. Carter owns property located at 1501 Joel East Road, which is located within the
Zone and is more specifically described in Exhibit"A"("Land"),attached hereto and hereby made
a part of this Agreement for all purposes. Contingent upon Company's receipt of the tax abatement
herein,Carter will lease the Land to Company on terms and conditions that permit the development
of a manufacturing facility of at least 391,000 square feet (more specifically defined herein as the
"Real Property Improvements")to support Company's business operations, and in which Company
will install certain taxable business personal property on the Land, all as more specifically set forth
in this Agreement. The lease of the Land between Carter and Company("Lease")will contain terms
and conditions consistent with those outlined in Exhibit"B",attached hereto and hereby made a part
of this Agreement for all purposes.
E. Under the Lease, Company is required to pay real property taxes on the Land and
all improvements thereon, including the Real Property Improvements. In order for the full tax
abatement necessary to provide incentive for this project to be undertaken, the City has been
requested to grant an abatement on real property taxes on improvements to the Land as well as an
abatement on taxes on New Taxable Tangible Personal Property(as defined in Section 2) located
on the Land. Section 312.204(a)of the Texas Tax Code permits the City to enter into an agreement
with the owner of the Land to abate taxes on the value of improvements located on the Land, or of
tangible personal property located on the Land, or both. Because Company must meet certain
employment and spending commitments in order for the City to grant the full amount of abatement
available hereunder on improvements to the Land, and because Comp !)1 e
Tax Abatement Agreement between OFFICIAL RECORD
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America CITY SECRETARY
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FT. WORTH,TX
CSO REC'D
DEC 20'22 Pm4:04
lessee of New Taxable Tangible Personal Property that is subject to abatement hereunder, it is
necessary that both Carter and Company be parties to this Agreement.
F. As of September 16, 2021, one or more applications for tax abatement (whether
one or more,"Applications")to the City concerning plans for development of the Land,including
construction of the Real Property Improvements,and taxes payable by Carter and Company,which
Applications are attached hereto as Exhibit"C"and hereby made a part of this Agreement for all
purposes.
G. The contemplated use of the Land and the terms of this Agreement are consistent
with encouraging development of the Zone and generating economic development and increased
employment opportunities in the City, in accordance with the purposes for creation of the Zone,and
are in compliance with the Policy, the Ordinance and other applicable laws, ordinances, rules and
regulations.
H. Under this Agreement,Company is committed to invest a total of at least$55 million
as follows:at least$2.5 million in Construction Costs for the Real Property Improvements and at least
$52.5 million in New Taxable Tangible Personal Property to be installed on the Land in connection
with manufacturing business operations within the Real Property Improvements. Company is also
committing to provide new Full-time Jobs whose average annual Salaries will equal at least
$65,800.00.Therefore,the provisions of this Agreement,as well as the proposed use of the Land and
nature of the proposed Real Property Improvements, as defined herein, satisfy the eligibility criteria
for commerciaUindustrial tax abatement pursuant to Section 4 of the Policy.
L Written notice that the City intends to enter into this Agreement, along with a copy
of this Agreement,have been furnished in the manner prescribed by the Code to the presiding officers
of the governing bodies of each of the taxing units that have jurisdiction over the Land.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City, Carter, and Company agree,that the recitals set
forth above are true and correct and form the basis upon which the parties have entered into this
Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms have the
definitions ascribed to them as follows:
Abatement means the abatement of a percentage(not to exceed forty percent(40%)in any
year of the Abatement Term) of the City's incremental ad valorem real property taxes on any
improvements located on the Land (but not on the Land itself, which taxes will not be subject to
Abatement hereunder) and of the City's incremental ad valorem taxes on New Taxable Tangible
Personal Property, all calculated in accordance with this Agreement.
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Abatement Term means the term of five (5) consecutive years, commencing on January
1 of the Second Operating Year and expiring on December 31 of the fifth (5th) year thereafter, in
which Carter and Company will receive the Abatement in accordance with this Agreement.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by, or controlling Company. For purposes of this definition, "control" means fifty
percent(50%) or more of the ownership determined by either value or vote.
Annual Salary Commitment has the meaning ascribed to it in Section 4.6.1.
Annual Salary Percentage has the meaning ascribed to it in Section 6.5.
Applications has the meaning ascribed to it in Recital F.
Business Equity Firm(s) ("BEFs") has the meaning assigned to it in the City of Fort
Worth's Business Equity Ordinance, as amended(Chapter 20, Article X of the City Code).
BEF Construction Commitment has the meaning ascribed to it in Section 4.4.
BEF Construction Percentage has the meaning ascribed to it in Section 6.3.
Certificate of Completion has the meaning ascribed to it in Section 5.
Code has the meaning ascribed to it in Recital B.
Completion Date means the date as of which all occupiable space within the Real Property
Improvements have received a permanent certificate of occupancy.
Completion Deadline means June 30, 2026.
Compliance Auditing Term means the term of five (5) consecutive years, commencing
on January 1 of the First Operating Year and expiring on December 31 of the fifth (5th) year
thereafter, in which the City will verify and audit Carter's and 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.
Construction Costs means the following costs expended directly for the Real Property
Improvements:actual site development and construction costs,including directly-related contractor
fees,plus costs of supplies and materials,engineering fees,architectural and design fees,and permit
fees. Construction Costs specifically excludes any real property acquisition costs or rent payments
or other costs required by the Lease.
Director means the director of the City's Economic Development Department.
Effective Date has the meaning ascribed to it in Section 3.
Event of Default means a breach of this Agreement by a party, either by act or omission,
as more specifically set forth in Section 7 of this Agreement.
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First Operating Year means the first full calendar year following the year in which the
Completion Date occurred.
Full-time Job means a job provided to one(1) individual by Company on the Land for at
least forty(40)hours per week.
Land has the meaning ascribed to it in Recital D.
Legal Requirements means federal,state and local laws,ordinances,rules and regulations,
including, but not limited to,all provisions of the City's charter and ordinances, as amended.
New Job has the meaning ascribed to it in Section 4.5.2.
New Taxable Tangible Personal Property means any personal property other than
inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is located on the
Land;(iii)is owned or leased by Company and used by Company for the business purposes outlined
in this Agreement; and (iv) was not located in the City prior to the period covered by this
Agreement.
Ordinance has the meaning ascribed to it in Recital C.
Overall Employment Commitment has the meaning ascribed to it in Section 4.5.1.
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Overall Improvement Percentage has the meaning ascribed to it in Section 6.2.
Personal Property Improvement Commitment has the meaning ascribed to it in Section
4.2.
Policy has the meaning ascribed to it in Recital A.
Real Property Improvement Commitment has the meaning ascribed to it in Section 4.1.
Real Property Improvements means a manufacturing facility constructed on the Land
consisting of at least 391,000 square feet,as verified in the Certificate of Completion issued by the
Director in accordance with this Agreement.
Records has the meaning ascribed to it in Section 4.9.
Salary means the cash payment or remuneration made to a person holding a Full-time Job,
including paid time off, commissions, and non-discretionary bonuses. A Salary does not include
any benefits, such as health insurance or retirement contributions, reimbursements for employee
expenses, or any discretionary bonuses.
Second Operatinu Year means the second full calendar year following the year in which
the Completion Date occurred.
Term has the meaning ascribed to it in Section 3.
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Zone has the meaning ascribed to it in Recital C.
3. TERM.
The effective date of this Agreement is December 1, 2021 ("Effective Date") and, unless
terminated earlier in accordance with its terms and conditions,expires simultaneously upon expiration
of the Abatement Term("Term").
4. OBLIGATIONS AND COMMITMENTS RELATED TO ABATEMENT.
4.1. Real Property Improvements.
4.1.1 Carter and Company must expend or cause to be expended at least Two
Million, Five Hundred Thousand Dollars and Zero Cents (52,500,000.00) in Construction
Costs for the Real Property Improvements by the Completion Date,and the Completion Date
for the Real Property Improvements must occur on or before the Completion Deadline("Real
Property improvement Commitment"). Carter may perform this obligation in full by
permitting Company to make or cause to be made the Real Property Improvements pursuant
to the Lease. Failure to meet the aforementioned obligation constitutes an Event of Default.
4.2. Personal Property improvements.
4.2.1. New Taxable Tangible Personal Property having a value of at least Fifty-
Two Million,Five Hundred Thousand Dollars and Zero Cents($52,500,000.00)("Personal
Property Improvement Commitment")must be in place on the Land by January 1,2027.
Failure to meet the meet this obligation constitutes an Event of Default.
4.2.2. The Personal Property Improvement Commitment is an obligation of the
Company only, and Carter does not have any responsibility to ensure that the Personal
Property Improvement Commitment is met.
4.2.3. The value of the New Taxable Tangible Person Property is determined
solely by 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.
4.4. Construction Spending Commitment for BEFs.
By the Completion Date,Company must expend or caused to be expended at least
fifteen percent(15%) of all Construction Costs for the Real Property Improvements with
BEFs, regardless of the total amount of such Construction Costs ("BEF Construction
Commitment").
4.5. Employment Commitment.
4.5.1. Company must employ and retain a minimum of 250 Full-Time Jobs on
the Land by December 31, 2026 and retain such jobs for the Term of this
Agreement ("Overall Employment Commitment"). The Overall Employment
Commitment is an obligation of the Company only, and Carter does not have any
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responsibility to ensure that the Overall Employment Commitment is met in any
given year.
4.5.2 Company must retain at least 250 Full-Time Jobs on the Land for the Term
of this Agreement (each a"New Job"). A Full-Time Job will be considered new
if the individual was hired on or after November 30, 2021.
4.5.3 Determination each year of compliance with the following Employment
Commitment will be based on the employment data provided by Company to the
City for the year under evaluation.
4.6 Average Annual Salary.
4.6.1 In each year of the Compliance Auditing Term,the average annual Salary,
measured on a calendar year basis, for at least 250 Full-Time Jobs provided and
filled on the Land, regardless of the total number of such Full-time Jobs, must
equal at least Sixty-five Thousand Eight Hundred Dollars and Zero Cents
($65,800.00)("Annual Salary Commitment"). The Annual Salary Commitment
is an obligation of the Company only, and Carter does not have any responsibility
to ensure that the Annual Salary Commitment is met in any given year.
4.6.2. Determination each year of compliance with the following Annual Salary
Commitment will be based on the employment data provided by Company to the
City for the year under evaluation.
4.7. Reports and Filings.
4.7.1. Final Construction Report.
Within sixty (60) calendar days following the Completion Date, in order
for the City to assess whether Carter and Company expended or caused to be
expended at least Two Million, Five Hundred Thousand Dollars and Zero Cents
($2,500,000.00) in Construction Costs for the Real Property Improvements, and
the extent to which the BET Construction Commitment was met, Carter and
Company must provide the Director with a report in a form reasonably acceptable
to the City that specifically outlines the total Construction Costs expended for the
Real Property Improvements and the total Construction Costs expended with BEFs
for the Real Property Improvements, together with supporting invoices and other
documents necessary to demonstrate that such amounts were actually paid,
including, without limitation, final lien waivers signed by the general contractor
for the Real Property Improvements.
4.7.2. Annual Employment Report.
On or before February I of the Second Operating Year, and of each year
thereafter for the remainder of the Compliance Auditing Term,in order for the City
to assess the degree to which Company met in the previous year the Overall
Employment Commitment and the Annual Salary Commitment, Company must
provide the Director with a report in a form reasonably acceptable to the City that
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sets forth the total number of individuals who held Full-Time Jobs on the Land, as
well as the Salary of each,all as of December 31 (or such other date requested by
Company and reasonably acceptable to the City) of the previous calendar year,
together with reasonable supporting documentation.
4.7.3. General.
Company will supply any additional information reasonably requested by
the City that is pertinent to the City's evaluation of compliance with each of the
terms and conditions of this Agreement.
4.8. Inspections of Land and Improvements
4.8.1. At any time during Company's normal business hours throughout the
Term,the City will have the right to inspect and evaluate the Land,and any improvements
thereon,and Company will provide full access to the same,in order for the City to monitor
compliance with the terms and conditions of this Agreement. Company will use reasonable
efforts to cooperate fully with the City during any such inspection and evaluation. City
shall provide reasonable notice, being no less than 24 hours, to Company prior to visiting
the Land for the purposes under this paragraph. City and Company shall work in good
faith to coordinate such visits at a time and in a manner that minimizes disruption to the
Company's operation.
4.8.2. Notwithstanding the foregoing, Company may require that any
representative of the City be escorted by a Company representative or security personnel
during any such inspection and evaluation and abide by any site policies and protocols
regarding health,safety,and treatment of Company's confidential information.In addition,
upon request of the City at any time during the Term and the year following the Term,and
following reasonable advance notice.
4.9. Audits.
The City has the right throughout the Term to audit the financial and business
records of Company that relate to the Real Property Improvements,Personal Property,and
the Land and any other documents necessary to evaluate Company's compliance with this
Agreement or with the commitments set forth in this Agreement,including,but not limited
to construction documents and invoices (collectively, "Records"). Company must make
all Records available to the City on the Land or at another location in the City acceptable
to both parties following prior notice and will otherwise use reasonable efforts to cooperate
fully with the City during any audit.
4.10. Use of Land.
The Land and any improvements thereon, including, but not limited to, the Real
Property Improvements, must be used at all times during the Term of this Agreement for
Company's lawful business operations, as set forth in this Agreement, and otherwise in a
manner that is consistent with the general purposes of encouraging development or
redevelopment of the Zone.
4.11. Abatement Application Fee.
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4.11.1. The City acknowledges receipt from Company of the required Application
fee of Five Thousand Dollars ($5,000.00). Of such amount, Two Thousand Dollars
($2,000.00)is strictly nonrefundable and will be used by the City for the purposes set forth
in the Policy.
4.11.2. If construction work on the Real Property Improvements begins within one
(1) year from the later date of the Applications, the remaining Three Thousand Dollars
($3,000.00) of such fee will be credited to Company's benefit against any permit, impact,
inspection or other lawful fee required by the City in connection with the Real Property
Improvements.
4.11.3. If construction work for the Real Property Improvements does not begin
within one (1) year from the later date of the Applications, Company will not receive a
credit or refund of any portion of the fee.
4.11.4 If there is a balance of any of the remaining Application fee funds after the
date on which the Director issues a Certificate of Completion in accordance with Section
5, Company will be entitled to a refund of such remaining Application fee funds, but only
if Company submits a letter to the Director requesting such refund within ninety (90)
calendar days following the date of issuance of the Certificate of Completion.
5. CERTIFICATE OF COMPLETION.
Within ninety (90) calendar days following receipt by the City of the final construction
spending report for the Real Property Improvements submitted in accordance with this Agreement,
and assessment by the City of the information contained therein, if the City is able to verify that
Construction Costs of at least Two Million, Five Hundred Thousand Dollars and Zero Cents
(S2,500,000.00) were expended for Real Property Improvements by the Completion Date and that
the Completion Date occurred on or before Completion Deadline,the Director will issue Carter and
Company a certificate stating the amount of Construction Costs expended for the Real Property
Improvements, as well as the amount of Construction Costs expended for the Real Property
Improvements specifically with BEFs ("Certificate of Completion"). The Certificate of
Completion will serve as the basis for determining whether the BEF Construction Commitment
was met.
6. TAX ABATEMENT.
6.1. Generally.
6.1.2. Subject to the terms and conditions of this Agreement, provided that the
Real Property Improvement Commitment and Personal Property Improvement
Commitment have been met, then the City will grant an Abatement in each year of the
Abatement Term.
6.1.3. The amount of each Abatement that the City grants during such years will
be a percentage of the City's ad valorem taxes on any improvements located on the Land
(but not on the Land itself, which taxes will not be subject to Abatement hereunder) and
on New Taxable Tangible Personal Property attributable to increases in the value of such
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
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improvements and New Taxable Tangible Personal Property,which percentage will equal
the sum of the Overall Improvement Percentage, the BEF Construction Percentage, the
Overall Employment Percentage,and the Annual Salary Percentage,as set forth below(not
to exceed forty percent(40%)).
6.2. Real Property Improvement and Personal Property Commitments(20%).
City will grant an abatement to Company equal to twenty percent (20%) of the
overall Abatement ("Overall Improvement Percentage") if Company meets both the
Real Property Improvement Commitment and Personal Property Commitment.
6.3. BEF Construction Cost Spending(10%).
A percentage of the Abatement will be based on the whether the Company met the
BEF Construction Commitment ("BEF Construction Percentage"). If Company meets
the BEF Construction Commitment,the BEF Construction Percentage for each Abatement
hereunder will be ten percent(10%). If the Company does not meet the BEF Construction
Commitment,the BEF Construction Percentage for each Abatement hereunder will be zero
percent(0%).
6.4. Overall Employment(Up to 5%).
6.4.1. A percentage of the Abatement will be based on the extent to which the
Company meets the Overall Employment Commitment ("Overall Employment
Percentage"). The Overall Employment Percentage in a given year will equal the product
of five percent(5%)multiplied by the percentage by which the Company met the Overall
Employment Commitment in the previous calendar year, which will be calculated by
dividing the actual number of Full-Time Jobs provided on the Land in the previous year by
the number of Full-Time Jobs constituting the Overall Employment Commitment for that
year.
6.4.2. For example, if Company only employed 200 individuals with Full-Time
Jobs on the Land in 2028 instead of the required 250,the Overall Employment Percentage
for the following year would be 4%instead of 5%(or.05 x[200/250]),or.05 x .80,or.04.
If the Overall Employment Commitment is met or exceeded in any given year,the Overall
Employment Percentage for the Abatement in the following year will be five percent(5%).
6.5. Annual Salary(5%).
A percentage of the Abatement will be based on whether Company meets the
Annual Salary Commitment("Annual Salary Percentage"). If Company met the Annual
Salary Commitment in a given year, the Annual Salary Percentage for the Abatement in
the following year will be five percent(5%). If Company does not meet the Annual Salary
Commitment in a given year, Company and Carter will forfeit the entire Abatement to
which they would otherwise have been entitled in the following year.
6.6. Abatement Limitations.
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6.6.1. In accordance with Section 15.5 of the Policy and notwithstanding
anything to the contrary herein,the Abatement granted in any given year of the Abatement
Term will be based on the following:
6.6.1.1 On the increase in the real property value of improvements on the
Land over their value as of December 31, 2022, if any, up to a maximum
increase of Two :Million Five Hundred Thousand Dollars and Zero Cents
($2,500,000.00); and
6.6.1.2 On the increase in the value of New Taxable Tangible Personal
Property located on the Land since January 1, 2022, if any, up to a
maximum increase of Fifty-Two Million Five Hundred Thousand Dollars
and Zero Cents ($52,500,000.00).
6.6.2. In other words,with regard to the real property tax Abatement,in any year
in which the taxable value of improvements on the Land exceeds (i) any value of
improvements on the Land as of December 31, 2022, if any, plus (ii) 52,500,000.00, the
real property tax Abatement granted for that tax year wilt be capped and calculated as if
the increase in the value of improvements on the Land since December 31, 2022 had only
been$2,500,000.00.
6.6.2.1 By way of example only,if in a given year of the Abatement Term
the value of improvements on the Land is $3,000,000.00 over their value
as of December 31, 2022,the maximum real property tax Abatement that
could be granted would be forty percent (40%) of 52,500,000.00 in
valuation for that year and would pay full taxes on the $500,000.00
difference over the cap. Along the same lines,if the value of New Taxable
Tangible Personal Property located on the Land in a given year of the
Abatement Term is 560,000,000.00 over the value of that Property as of
January 1, 2022, the maximum Abatement on New Taxable Tangible
Personal Property that could be granted would be forty percent (40%) of
552,500,000.00 in valuation for that year and would pay full taxes on the
$7,500,000.00 difference over the cap.
7. DEFAULT,TERMINATION AND FAILURE TO MEET VARIOUS DEADLINES
AND COMMITMENTS.
7.1. Failure to Meet Real Property Improvement and Personal Property
Commitments.
Notwithstanding anything to the contrary herein, if the Company does not meet
both the Reat Property Improvement Commitment and Personal Property Commitment, an
Event of Default will occur and the City will have the right to terminate this Agreement,
effective immediately,by providing written notice to Carter and Company without further
obligation to Carter or Company hereunder.
7.2 Failure to Meet BEF Construction Commitment.
If the Company does not meet the BEF Construction Commitment,or the Overall
Employment Commitment in any given year, such event will not constitute an Event of
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Default hereunder or provide the City with the right to terminate this Agreement, but,
rather, will only cause the percentage or amount of Abatement available pursuant to this
Agreement to be reduced in accordance with this Agreement.
7.3 Forfeiture for Failure to Meet Overall Employment or Annual Salary
Commitments.
Notwithstanding anything to the contrary herein, if the Company fails to meet the
Annual Salary Commitments in any year of the Compliance Auditing Term, an Event of
Default will not occur, but Carter and Company will forfeit the entirety of the Abatement
that would otherwise have been granted in the following year. In this event,an Abatement
will be deemed to have been granted in that year for purposes of calculating the remaining
number of years in the Abatement Term and the number of future Abatements that Carter
and Company wilt be entitled to receive.
7.4. KnowinQ Employment of Undocumented Workers.
Company acknowledges that effective September 1, 2007, the City is required to
comply with Chapter 2264 of the Texas Government Code,enacted by House Bill 1196(80th
Texas Legislature), which relates to restrictions on the use of certain public subsidies.
Company hereby certifies that Company, and any branches, divisions, or departments of
Company,does not and will not knowingly employ an undocumented worker,as that term
is defined by Section 2264.001(4) of the Texas Government Code. In the event that
Company,or any branch, division, or department of Company,is convicted of a violation
under 8 U.S.C.Section 1324a(l)(relating to federal criminal penalties and injunctions for
a pattern or practice of employing unauthorized aliens)and such violation occurs during
the Term of this Agreement.
• if such conviction occurs during the Term of this Agreement,this Agreement will
terminate contemporaneously upon such conviction (subject to any appellate
rights that may lawfully be available to and exercised by Company)and Company
must repay, within one hundred twenty (120) calendar days following receipt of
written demand from the City, the aggregate amount of Abatement received by
Company hereunder,if any,plus Simple Interest at a rate of two percent(2%)per
annum based on the amount of Abatement received in each previous year as of
December 31 of the tax year for which the Abatement was received,or
• if such conviction occurs after expiration or termination of this Agreement,
subject to any appellate rights that may lawfully be available to and exercised by
Company, Company must repay, within one hundred twenty(120) calendar days
following receipt of written demand from the City, the aggregate amount of
Abatement received by Company hereunder, if any,plus Simple Interest at a rate
of two percent (2%)per annum based on the amount of Abatement received in
each previous year as of December 31 of the tax year for which the Abatement was
received
For the purposes of this Section 7.6,"Simple Interest"is defined as a rate of interest applied
only to an original value,in this case the aggregate amount of Abatement. This rate of interest
can be applied each year, but will only apply to the aggregate amount of Abatement and is
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not applied to interest calculated. For example, if the aggregate amount of Abatement is
$10,000 and it is required to be paid back with two percent(2%)interest five years later,the
total amount would be$10,000+[5 x($10,000 x 0.02)],which is$11,000. This Section 7.6
does not apply to convictions of any subsidiary or affiliate entity of Company, by any
franchisees of Company, or by a person or entity with whom Company contracts.
Notwithstanding anything to the contrary herein, the parties agree that the Abatement is a
"public subsidy"(as that term is defined in Section 2264.001,Texas Government Code)for
the benefit of Company and that,accordingly,this Section 7.6 does not apply to Carter. This
Section 7.6 will survive the expiration or termination of this Agreement.
7.5. Foreclosure on Land or Real Property improvements.
Subject to Section 11, the City will have the right to terminate this Agreement
immediately upon provision of written notice to Carter and Company of any of the
following events: (i) the conveyance of the Land or the Real Property Improvements
pursuant to an action to foreclose or otherwise enforce a lien, mortgage or deed of trust on
the Land or the Real Property Improvements; (ii) the involuntary conveyance to a third
party of the Land or the Real Property Improvements; (iii)execution of any assignment of
the Land or Real Property Improvements or deed in lieu of foreclosure to the Land or Real
Property Improvements; or(iv) appointment of a trustee or receiver for the Land or Real
Property Improvements and such appointment is not terminated within one hundred twenty
(120)calendar days after the appointment occurs.
7.6. Failure to Pay Taxes or Non-Compliance with Other Legal Requirements.
An Event of Default will occur if any ad valorem taxes owed to the City by Company
become delinquent and Company does not timely and properly follow the legal procedures
for protest or contest of any such ad valorem taxes,or Company is in violation of any material
Legal Requirement due to any act or omission connected with Company's operations on the
Land;provided,however,that an Event of Default will not exist under this provision unless
Company fails to cure the applicable failure or violation within thirty(30)calendar days(or
such additional time as may be reasonably required) after Company receives written notice
of such failure or violation.
7.7. General Breach.
In addition to Sections 7.1—7.6 and subject to Section 7.4,an Event of Default under
this Agreement will occur if either party breaches any term or condition of this Agreement,
in which case the non-defaulting party must provide the defaulting party with written notice
specifying the nature of the Default. Subject to Sections 7.1, 7.2, and 7.3, in the event that
any Event of Default hereunder remains uncured after thirty (30) calendar days following
receipt of such written notice (or, if the defaulting party has diligently and continuously
attempted to cure following receipt of such written notice but reasonably requires more than
thirty (30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good faith),the non-
defaulting party will have the right to terminate this Agreement, effective immediately, by
providing written notice to the defaulting party.
7.11. Statutory Damages.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 12 of 40
7.11.1 Company acknowledges and agrees that termination of this Agreement
due to an Event of Default by Company will (i) harm the City's economic development
and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require
unplanned and expensive additional administrative oversight and involvement by the City;
and(iii)be detrimental to the City's general economic development programs,both in the
eyes of the general public and by other business entities and corporate relocation
professionals, and Company agrees that the exact amounts of actual damages sustained by
the City therefrom will be difficult or impossible to ascertain.
7.11.2 Therefore, upon termination of this Agreement for any Event of Default,
and as authorized by Section 312.205(b)(6) of the Code, Company must pay the
City, as damages authorized by the Code, an amount equal to all taxes that were
abated in accordance with this Agreement for each year in which an Event of
Default existed and which otherwise would have been paid to the City in the
absence of this Agreement.
7.11.3 The City and Company agree that the above-stated amount is a reasonable
approximation of actual damages that the City will incur as a result of an uncured
Event of Default and that this Section 7.11 is intended to provide the City with
compensation for actual damages, as authorized by the Code, and is not a penalty.
7.11.4 The above-stated amount may be recovered by the City through
adjustments made to Company's ad valorem property tax appraisal by the appraisal
district that has jurisdiction over the Land and over any taxable tangible personal
property located thereon. Otherwise,this amount will be due, owing, and paid to
the City within sixty(60)calendar days following the effective date of termination
of this Agreement.
7.11.5 In the event that all or any portion of this amount is not paid to the City
within sixty (60) days following the effective date of termination of this
Agreement, Company will also be liable for all penalties and interest on any
outstanding amount at the statutory rate for delinquent taxes,as determined by the
Code at the time of the payment of such penalties and interest(currently, Section
33.01 of the Code).
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Carter and Company will operate as independent
contractors in each and every respect hereunder and not as agents,representatives or employees of
the City. As to the City,Carter and Company will have the exclusive right to control all details and
day-to-day operations relative to the Land and any improvements thereon and will be solely
responsible for the acts and omissions of their officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees. Carter and Company acknowledge that the doctrine of
respondeat superior will not apply as between the City and Carter or Company, their officers,
agents, servants, employees, contractors, subcontractors, licensees, and invitees. Carter and
Company further agree that nothing in this Agreement will be construed as the creation of a
partnership or joint enterprise between the City and Carter or Company.
9. INDEMNIFICATION.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 8 of 40
9.1 COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANY AND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S OR
CARTER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
CARTER OR COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS(OTHER THAN THE CITY)OR SUBCONTRACTORS,RELATED TO THE
REAL PROPERTY IMPROVEMENTS, THE LAND AND ANY OPERATIONS AND
ACTIVITIES THEREON, OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT OTHERWISE. THIS SECTION WILL SURVIVE ANY TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
9.2 COMPANY HEREB Y RELEASES CARTER FROM,AND COMPANY,ATNO
COST TO CARTER,AGREES TO DEFEND,INDEMNIFYAND HOLD CARTER,AND ITS
RESPECTIVE OFFICERS, AGENTS SERVANTS, REPRESENTATIVES, AND
EMPLOYEES, HARMLESS AGAINST, ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE
FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED B Y COMPANY'S BREACH OF ANY OF THE TERMS OR PRO VISIONS OF
THIS AGREEMENT OR BY COMPANY'S OR THE CITY'S PERFORMANCE OR NON-
PERFORMANCE OF THIS AGREEMENT. THIS SECTION WILL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
10. NOTICES.
All written notices called for or required by this Agreement must be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid,or by hand delivery:
City: Company:
City of Fort Worth RSI North America Inc.
Attn: City Manager Attn: Mark Roe-Scott
200 Texas Street Address: 1024 Winters Parkway
Fort Worth,Texas 76102 Dayton,NV 89403
With copies to:
City Attorney at the same address and the With copies to:
Director at:
PR Carter Distribution Center Building F, LP
City of Fort Worth Attn: Dan Kane, Vice President
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page N of 40
Attn: Director Address: 180 N. Stetson Ave., Suite 5400
Economic Development Chicago,IL 60601
1150 South Freeway
Fort Worth,Texas 76104
11. EFFECT OF SALE OF LAND AND/OR REAL PROPERTY IMPROVEMENTS,
ASSIGNMENT AND SUCCESSORS.
11.1. Carter may assign this Agreement without the consent of the City Council,
provided that Carter gives written notice to the City of the name and contact information for Carter
assignee or successor in interest. Any lawful assignee or successor in interest of Carter of its rights
under this Agreement will be deemed"Carter"for all purposes under this Agreement,and any such
lawful assignee or successor will assume, and without further action by any party, Carter will be
released from, all future liability and responsibility, if any, of"Carter" under this Agreement that
accrues from and after the effective date of such assignment.
11.2 Company may assign this Agreement, and all or any of the benefits provided
hereunder, without the consent of the City Council to(a)an Affiliate that leases,owns or takes title
to the Land and owns or leases any New Taxable Tangible Personal Property or(b) a successor to
Company by merger or consolidation only if (i) prior to or contemporaneously with the
effectiveness of such assignment, Company provides the City with written notice of such
assignment, which notice must include the name of the Affiliate and a contact name, address and
telephone number for the Affiliate, and(ii)the Affiliate agrees in writing to assume all terms and
conditions of Company under this Agreement.
11.3 Otherwise,Company may not assign,transfer or otherwise convey any of its rights
or obligations under this Agreement to any other person or entity without the prior consent of the
City Council, which consent will not be unreasonably withheld, conditioned on (i) the proposed
assignee or successor agrees and proceeds to lease or take title to the Land and any New Taxable
Tangible Personal Property; (ii) the proposed assignee or successor is financially capable of
meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed
assignee or successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Company under this
Agreement. Any attempted assignment without the City Council's prior consent constitutes an
Event of Default under this Agreement. Any lawful assignee or successor in interest of Company
of all rights under this Agreement will be deemed "Company" for all purposes under this
Agreement.
12. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
This Agreement is subject to all applicable Legal Requirements.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement,the City does not waive or surrender
any of its governmental powers or immunities.
14. SEVERABILITY.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page EIS of 40
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the
validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired.
15. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
16. VENUE AND CHOICE OF LAW.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement,venue for such action will lie in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas—Fort Worth Division.
This Agreement will be construed in accordance with the laws of the State of Texas.
17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City,
Carter, and Company, and any lawful assign or successor of Carter or Company, and are not
intended to create any rights,contractual or otherwise,to any other persons or entities.
18. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the performance
of any obligations hereunder is delayed by reason of war, government action or inaction, orders of
the government, epidemics, pandemics, civil commotion, acts of God, strike, inclement weather,
shortages or unavailability of labor or materials,unreasonable delays by the City(based on the then-
current workload of the City department(s) responsible for undertaking the activity in question) in
issuing any permits, consents, or certificates of occupancy or conducting any inspections of or with
respect to the Land and Project Improvements,or other circumstances which are reasonably beyond
the control of the party obligated or permitted under the terms of this Agreement to do or perform the
same, regardless of whether any such circumstance is similar to any of those enumerated or not,the
party so obligated or permitted will be excused from doing or performing the same during such period
of delay, so that the time period applicable to such design or construction requirement and the
Completion Deadline will be extended for a period of time equal to the period such party was delayed.
Notwithstanding anything to the contrary herein, it is specifically understood and agreed that any
failure to obtain adequate financing necessary to meet the Real Property Improvement Commitment
or the Personal Property Commitment will not be deemed to be an event of force majeure and that
this Section 18 will not operate to extend the Completion Deadline in such an event.
19. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement,this Agreement will be interpreted fairly and reasonably,and neither more strongly for
or against any party,regardless of the actual drafter of this Agreement. In the event of any conflict
between the body of this Agreement and the Applications,the body of this Agreement will control.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSi North America
Page tS of 40
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and will
not be deemed a part of this Agreement.
21. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes,"electronic signature"means electronically scanned and transmitted versions(e.g.
via pdf file or facsimile transmission)of an original signature,or signatures electronically
inserted via software such as Adobe Sign.
22. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will be
considered an original,but all of which will constitute one instrument.
23. BONDHOLDER RIGHTS.
The Real Property Improvements will not be financed by tax increment bonds. This
Agreement is subject to the rights of holders of outstanding bonds of the City.
24. CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any member of
the City Council, any member of the City Plan or Zoning Commission or any member of the
governing body of any taxing unit with jurisdiction in the Zone.
25. NO LIAIBLITY TO CARTER
Carter is consenting to the provisions of this Agreement as an accommodation to, and at
the request of,Company. Accordingly,notwithstanding anything to the contrary contained herein,
in no event will Carter be responsible for any damages, clawbacks, fees, penalties, interest, or
increase in ad valorem taxes as a result of any default under this Agreement.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page t?of 40
26. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement as between (i) the City, and
(ii) Carter; and Company (together with any lawful assign and successor of Carter or Company),
as to the matters contained herein. Any prior or contemporaneous oral or written agreement
between (i) the City (on one hand), and (ii) Carter and Company (on the other hand), is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
Notwithstanding anything to the contrary herein, this Agreement will not be amended by the City,
and no amendment shall be binding on the City, unless executed in writing by both parties and
approved by the City Council of the City in an open meeting held in accordance with Chapter 551
of the Texas Government Code. Notwithstanding the foregoing,as between Carter and Company,
this Agreement shall not affect the Lease or any other agreement between or binding Carter and
Company.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE(3) PAGES]
CITY: RSI NORTH AMERICA,INC.,
A Delaware corporation
By: +, C�::
I
William Johnson By: `
Assistant City Mana�er Name: "tcvc 6• eve
Title: cso
Date: o�. 6 `�.
Date: ZY NUVC-04EX zozZ
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page tS of 40
PR CARTER DISTRIBUTION CENTER
BUILDING F,LP,
A Delaware limited partnership
By: PR Carter Distribution Center
Building F GP, LLC,
A Delaware limited liability company and its
general partnere�
��
By:
Name: 4d r,6-4--
Title: V/11
Date: 1 Z Z_�Z 6 ZS—
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval R mended: Contract Compliance Manager:
By signing,I acknowledge that I am the
person responsible for the monitoring and
-administration of this contract, including
By: ensuring all performance and reporting
Name: Robert Sturns requirements.
Title: Director, Economic Development
Approved as to Form and Legality: By: ram, 11.
Name: Kelly Kaggett
Title: Innovation Coordinator
By:
Name: Tyler F. Wallach City Secretary:
Title: Assistant City Attorney n
Contract Authorization: By: /
M&C: 21-0880 Name: an ette Goodall
Form 1295: 2021-816800 and 2021-803282 Title: City Secretary Q.'. ;
C3 i
0.l
.•ti
1.4w
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America OFFICIAL RECORD
Page 19 of 40
CITY SECRETARY
FT.WORTIi,TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority,on this day personally appeared William Johnson,
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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
ZoJk.M h4A 12022.
ota Public in and for Linda M. Hirrlinger
the Spate of Texas ', My Co 2�2�2026 Explrea
Lunde• M , N- rrt h cue Y Notary ID
Notary's Printed Name 124144748
RSI NORTH AMERICA,INC.
a Delaware corporation:
STATE OF Tt)dAs §
COUNTY OF�}' §
BEFORE ME,the undersigned authority,on this day personally appeared t4%&-
C.�--b of RSI NORTH AMERICA, INC., a Delaware 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 RSI NORTH AMERICA,INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
lot Y- 12022.
Notary Pu is in and for
the State of Lisa Brown
�a s� N
_. ;ij otary Public,State of Texas
=•' .'v Comm Expires 11/14/2026
,.
Notary's Printed Name °''�!� s Notary ID 13405649-3
Tax Abatement Agreement between R®4
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America 0 �CC^
5. G V 4
Page E@of40 �e f _rrlRFTAF`
STATE OF I III Rbd §
COUNTY OF COO §
BEFO E,the undersigned authority,on this day personally appeared DAticEl-
of PR Carter Distribution Center Building F GP, LLC, a
Delaware 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 PR Carter
Distribution Center Building F GP,LLC.
;IVEN UNDER MY HAND AND SEAL OF OFFICE this 2," day of
D?(OM Olt►� 2022.
Notary Pdblic in and for MEGHAN COONEY
the State of 1�— Official Seat
II-- Notary Public-State of Illinois
Q n Gh van My Commission Expires Feb 16, 2025
Nota 's Printed Name
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 21 of 40
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE LAND
BEING Lot 1, Block A, Carter Distribution, an addition to the City of Fort Worth,
Tarrant County,Texas, according to the plat thereof recorded in Instrument Number
D219111864, Plat Records of Tarrant County, Texas.
La Gran Plaza
de Fort North
Fede V Genter9
Fort VA
ton 4
•1561.Joel East Rd.
Fort Worth,U 76140
M
i
r
KIL
I y
�f y
q6�
Approximate boundaries of TARZ 102
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 22 of 40
EXHIBIT B
LEASE TERMS
LEASE ABSTRACT
Property Address: 1501 Joel Fast Road
Fort Worth,TX 76134
Property Owner: PR Carter Distribution Center Building P.1-1'
Tenant: RSI North America Inc.
Commencement Dale: Alai 1.2022
Expiration Date: Jul'31,2029
Rentable Area: 391,540 square feet
Lease Term: 87 months
Responsible Party: N'NN
Property I axes('tenant)
Property Insurance(Tenant)
C.AAi(*Ienant)
Landlord's POIAI,Inc.
Notice Address: Attn:Dan Kane,Vice President
1 RO N.Stetson Ave..Suite 5400
Chicago,11.60601
Tenant's RSI North America Inc.
Notice Address: Attn: Mark Roe-Scott,CFO
1024 Winters Parkway
Davton,NV 89403
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 23 of 40
EXHIBIT C
TAX ABATEMENT APPLICATIONS
FORT WORTH,?
Economic Development
Incentive Application
Economic Development Department
1150 South Freeway
Fort Worth, Texas 76104
(817) 871-6021
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 24 of 40
Incentive Application
L APPUCANT INF004MM
Date:Sep 15,2021
Company Name:RSI North America,Inc.
Company Address: 1024 Winters Parkway
City:Dayton State: NV Zip: 89403
Contact Person:Jacob Everett Tille(Position:Consultant—Site Selection&Incentives
Telephone Number.
Mobile Telephone Number- 765-425-M Fax Number:
E-Mail Address:jeverettamcguaesponsel.com
1.M the applicant represents a Company:(If*Developer and not a Company,proceed to$2.)
A Company Ownership(check one): r Publicly Traded Stock 17 Privately Held
B.Form of Business(choose one): Corporation
C.How long has the company been in operation(Years)?Parent 14 years,US entity 2 years
D.Company Industry:Manufacturing
E.Describe the Compary's principal business:
SmartCap is the worlds first modular stainless steel truck cap system.From its 5-piece modular design,to its searnlessly
integrated accessones,SmartCap lets customers build and organize their truck beds to meet their exact reeds.
F.Describe the Company's international presence,if any,
Company is currently headquartered and products are manufactured in South Africa. Items currently sold in North America
are imported and sold through distributors.
G.Describe the Company's corporate citizenship practices.
The company takes$15 from the sale of every SmartCap and SmartCap Flat Bed and invests in early childhood
development programs in disadvantaged communities.By better preparing children with the tools they need to succeed in
school,the company is helping transform the individual lives of each of these kids.And that transforms their communities.
2.It the applicant represents a Developer:
A Describe the Developers experience and background.Please include similar projects that you have constructed including
the project type and location(attach additional sheets as necessary):
B.Development Partners(Architect,Engineering Team,Interior Design,General Contract,etc.)
Page 2 of 6
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 25 of 40
IL PROJECT INFORMATION
Please include below the project description, project benefits and how the project positively impacts the community. Any
incentives given by the City should be considered only'gap"financing and should not be considered a substitute for debt and
equity However the City is under no obligation to provide yap financing just because a gap exists in order for a
Company or Developer to be eligible to receive incentives for a project,the Compeny/Develaper
A.Must complete and submit this application and the application fee to the City;
B.Company/Developer or Company/Developers principals must not be delinquent in paying property taxes for any
property owned in Fort Worth;
C.Company/Developer or Company/Developers principals must not have ever been subject to the City of Fort
Worth's Building Standards Commission's Review;
D.Comparry/Developer or Company/Developers principals must not have any City of Fort Worth liens filed against
any other property owned by the applicant property owner/developer 'Liens'includes,but is not limited to,weed
hens,demolition liens,board-up/open structure liens and paving liens.
1.Project Description(attach additional sheets as necessary):
Company is looldrg to add a US manufacturing facility to serve North America(all products are currently imported from
South Africa). The chosen location will become the North American headquarters Product design and prctotyping will also
happen in this facility.
2.In what way will the project benefit the surrounding area or serve as a catalyst for additional development andlor business
opportunities for the local economy(i.e.attract suppliers or customers)?
The company will be establishing a new supply chain to feed this facility.This will create potential opportunities in
the local area.
3.Describe how the project positively impacts the community.
This project is estimated to support 387 additional jobs in the area in addition to the 250 employed in the facility(2.55
mulbplier).
Ica.PROJECT DETAILS
1.Proposed Project Site Address:1501 Joel Fast Road,Building F,Fort Worth,TX 76134
2.Proposed Project Site Land Size(Acres):21.173
3.Will environmental remediation be required?No
4.Is this an existing facility or will a new facility be constructed.* r New +W Existing
A If new,what is the construction:Anticipated Start Date: Anticipated Completion Date:
B.If existing,is this an adaptive reuse?No
5.Type of Project(choose one):CommercialAndustrial
6.Building Area(Square Feet)Requirements:
(a)Office 15000
(b)Manufacturing 376000
(c)Warehouse
(d)Showroom/Retwl
(e)Other
Total Area(a+b+c+d+e): 391000 SF
7 Will this facility be LEED certified,and if so,at what level? no
8.Pudic open space included within the proposed project site:No SF/Acres
Page 3 of 6
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City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 26 of 40
In.PROJECT DETAILS(GDntlnued)
9.N the aWieant represents a Company.(If a Developer and not a Company,proceed to#10.)
A Is the Company expanding its existing local operations or relocating its operations from somewhere else to our area?
f Expansion P1 Relocation
B.If a relocation,where is the company currently located?South Africa This wig be the first North American footprint.
C.Does the company plan to lease or own the facility in Fort Worth? f7 Lease r Own
D.If the company is planning to lease space in Fort Worth,what is the lease term? 7 Years
E.Describe the specific operations and services to be provided or products to be manufactured at the proposed Fort Worth
facility(attach additional sheets as necessary):
Company will manufacture truck cap systems in this facility. These products convert truck beds into customized,valuable
tools for recreational or commercial uses. Product design and prototyping will also happen in this facility.
10.Development requests that will be sought for the project(select all that apply):
I-Replat
I-Rezoning Current Zoning: Requested Zoning:
f Variances If yes,please describe:
I-Downtown Design Review Board
I-Landmark Commission
I-Public Infrastructure Assistance
11,Real Estate Investment
A.Current Assessed Valuation of:Land$1,383,453 Improvemerts$22,108,947
B.Total Construction Costs:$2.5 rnillion
C.Hard Construction Costs:$
12.Business Personal Property and Inventory
A Business Personal Property
Total investment on equipment,machinery,furnishing,etc.:$ f-Lease 17 Purchase
'Estimated taxable value of equipment,machinery,furnishing,etc.:$52.5 ttd443n
'This is trie uahm trial wit be on the tar rots whkh includes all ftv~oA .
B.Inventory and Supplies
Value of Inventory.STSD Value of Supplies: $
Percent of inventory eligible for Freeport Exemption(inventory,exported from Texas within 175 days) %
13.Total Capital Investment(Real Estate and Business Personal Property):$$55 million(2021-2026)
N.EMPLOYMENT AND JOB CREATION
On the Project Site
1.How many persons are currently employed? 0
2.What percent of current employees above are Fort Worth residents? %
3.What peroert of current employees above are Central City residents? 96
Page 4 of 6
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City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 27 of 40
IV.EMPLOYMENT AND JOB CREATION(Continued)
4.Please complete the folloA..g table for new jobs to be created from direct hire by applicant.
Cunentip At Comptation Estimratad By EstYnand By
Fifth Ywr Twdh Yon
tishtrradJobs War
New Jobs to be Created 250
owidnatp ojaetsib 250
%of Net Jobs tobefilled by
Fort Worth Residents TBD
%*fNd muto beAftdby Tan
5.Please attach a description of the jobs to be created,tasks to be performed for each and wage rate for each classification.
6.Does the applicant provide the following benefits f7 Retirement f7 Health 17 Dental 17 Domestic Partner
Average wage paid to employees to be located at the project site:$rx5,91M
8.Describe the Company's talent recruitment efforts:
Lily to include a combination of local vocational schools,community col"funnversities,and NTEA&SEMA websites
V.INCENTIVES REQUEST
e:enbve(e)Requested: [7 Tax Abatement I— Chapter 380 Economic Development Program Grant
Do you intend to pursue abatement of County taxes? 17 Yes r No
If requesting a Tax Abatement pease refer to the Tax Abatement Policy for a comprehensive explanation of eligibility requirements.
A LOCAL COWrIMENTS
During ConstrudW
1.What percent of the total construction costs described in Section III,Question 11 will be committed to:
A Fort Worth businesses? %
B.Fort Worth Certified Minority and Women Business Enterprises?15 %
F9rAnnua]l Sung and Service Me
Regarding dLwrefionary sup*and service expenses(i.e landscaping,office or manufacturing supplies,janitorial services,
etc.,excluding utilities):
2.What is the annual amount of discretionary supply and service expenses? $TBD
3.What percentage will be committed to Fort Worth businesses?
4.What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises?
Va.DISCLOSURES
Is any person or firm receiving any form of compensation,commission or other monetary benefit based on the level of
incentive obtained by the applicant from the City of Fort Worth?If yes,please explain and/or attach details.
Page 5 of 6
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 28 of 40
VIII.ADDITIONAL INFORMATION(TO BE ATTACHED)
These documents must be submitted with the application,otherwise the application will be deemed incomplete and will not be
reviewed:
a.)Attach a site plan of the project.
b.)Explain why incentives are necessary for the success of this project.Include a business pro-forma or other
documentation to substantiate your request.
c.)Describe any environmental impacts associated with this project.
d.)Describe the infrastructure improvements(water,sewer,streets,etc.)that will be constructed as pert of this
project.
e.)Attach a talent recruitment plan,if applicable.
f.)Attach a legal description or surveyor's certified metes and bounds description.
g.)Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels
involved in the project.
h.)Attach a brief description of the employee benefit packages)offered(i.e.health insurance,retirement,public
transportation assistance,day care provisions,etc.)including portion paid by employee and employer
respectively.
Attach a plan for the utilization of Fort Worth Certified MMIBE companies.
j.)Attach a listing of the applicant's Board of Director's,if applicable.
It.)Attach a copy of Incorporation Papers noting all principals,partners,and agents and all Fort Worth properties
owned by each.
I)Attach the purchasing representatives company contact information if known
The company is responsible for paying $5000 as an application fee If the application is withdrawn before the protect is
presented to City Council in Executive Session the fee, is refunded Upon presentation to City Councr in Oper Session
$2 000 is non-refundable and is applied to offset costs incurred by the Economic Development Department Upon approval
by City Council the balance of$3 000 can be credited towards required building permits inspections fees, replatting fees
and other costs of doing business with the City related to the development Any unused credit balance upon completion of the
protect will be refunded upon request from the company
ix CERTIFICATION
On behalf of the applicant,I certify the information contained in this application,including all attachments to be true and
correct.I further certify that,on behalf of the applicant,I have read the current Incentive Policy and all other pertinent City of
Fort Worth policies and I agree with the guidelines and criteria state therein.
Printed Name: Can Beauleurier
Title: Vice President
Date:Sep 16,2021
Signature:
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 29 of 40
Project Rugged Projected Staffing Plan
Headcount projections at calendar year end:
2022: 100
2023: 125
2024: 150
2025: 200
2026: 250
Planned positions:
Professional,Skilled,and Production: 242 jobs
Accountant
Accounting Clerk
Assem bly
Bending
Decoding+Laser
Factory Shift Manager
Finance Manager
HR Clerk
HR Manager
IT Support
Logistics Manager
Paint
Prepping
Purchasing Manager
Regional Sales Associate
Sales Support
Team Leaders
Warehouse Assistant
Warranty Associate
Warranty Manager
Welding
Corporate: 8
average annual pay across the operation is expected to be$65,800
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 30 of 40
Site Plan
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Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 31 of 40
Incentive Requirement
The company is evaluating multiple location options. Evaluation includes real estate,direct and indirect
tax,incentives,and labor factors across location options.
The fact that Texas taxes personal property and inventory(unlike many other locations),especially given
the significant amount of planned investment in equipment for this project,would have a significant
negative impact on the operation's profitability. This issue is important to investors in the project when
determining where to put their capital to work.
Recent inflation is driving material,equipment,construction,and other costs to historical highs. This is
putting significant pressure on cash flow in the years following capital projects and making the capital
allocation process more competitive than ever.The tax phase in will help address some of these issues
by allowing the operation to better adjust to rising costs while scaling up and reaching profitability
requirements over time.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 32 of 40
LEGAL DESCRIPTION OF REAL PROPERTY
Building F
Tract I:(FEE SIMPLE)
BEING Lot 1,Block A,Carter Distribution,an addition to the City of Fort Worth,Tarrant County,Texas,
according to the plat thereof recorded in Instrument Number D219111864,Plat Records of Tarrant
County,Texas.
Tract 2:(EASEMENT ESTATE)
Easement appurtenant to and for the benefit of Tract 1,over and across the land described therein:
Non-exclusive easements as created by that certain Declaration of Covenants,Conditions and
Restrictions Applicable to Carter Distribution Center Phase I,dated June 17,2014,executed by Amon G.
Carter Foundation,a Texas non-profit corporation,filed of record June 20,2014 and recorded under
Clerk's File No.D214129686,Real Property Records,Tarrant County,Texas;As affected by Supplemental
Declaration for Carter Distribution Center Phase I,filed of record March 24,2017 and recorded under
Clerk's File No.D21706SS23,Real Property Records,Tarrant County,Texas,as affected by Second
Supplemental Declaration for Carter Distribution Center Phase I,filed June 21,2019,recorded under
Clerk's File No.D219134435,Real Property Records Tarrant County,Texas.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 33 of 40
TAM 2021 PROPERTY VALUE NOTICE 05-14-2021
TARRANT APPRAISAL DISTRICT
2500 HANDLEY-EDERVILLE ROAD o file a protest and see additional value,
FORT WORTH,TX 76118 exemption and sales inforrnation,go to:
vwvw.TAO.ora
*ACCOUNT NUMBER: 42549424 Your online PIN is:
PR C F o f O r i ff BLOCKd�A L0T 1
CIOQRAqL *
7 GIRALDA FARMS FLOOR
MADISON W 07940
IIIIIIIIIIIIIIIIIIIIIIillllllllllillllllllllllllll JUNE 14, 2021
IS YOUR PROTEST DEADLINE
2020 Market Value For Questions Please Call: 2021 Market Value 2021 Appraised Value Massages
1,383,453 values (817)284-2025 1,363,453LAND For estimated taxes and rate
2020 Appraised Value Address (817)2844D83 22,108,947IMPR
Information go to:
1,383,453 Exemptions 1817)2844063 23,492,400 TOTAL 23,492,400 TOTAL www.TarrentTaxinto.com
IF YOU ARE THE CURRENT OWNER OF THIS PROPERTY OR THE AUTHORIZED AGENT
YOU MAY VIEW A COMPLETE COPY OF THIS VALUE NOTICE ONLINE.TO DO SO,
PLEASE LOGIN TO YOUR EXISTING ONLINE ACCOUNT TO VIEW THIS AND OTHER
DOCUMENTS ON'MY DASHBOARD'. FOR ASSISTANCE PLEASE GO HERE AND/OR
CALL THE PHONE NUMBER ABOVE ON THIS NOTICE.
d you disagree wdh the prtposed vaWe contact the TAR RANT APPRAISAL DISTRICT (TAD) at (8M 2W2025. M the APPRAISAL ISTRIC can,wt resdve the pmbiern you
have the rbld to Mosel to the APPRAISAL REVIEW BOARD(ARB). IN ORDER To AMM YOU MJSr FILE A WRIrM PROTEST WITH TIE ARB NO LATER THAN AI1E
14,2021.Please teler b en aridosed aebuchons for detab on how to fie a valid ptobet.A proles)brm for am subject propeily has been pT4ed on ae reve9e side of In rake.
The ARB Marro bepn Ane 1,2021 at 2500 HarAey{rlievils Road ad wA mMinm until as whd pruleeb have been head. 0 you be a palest you ad receive notice of you
hmtt0 dab and ism at West 15 dare before fro Matrp.TAD phae Was are vary lacy deep em brie value Nobo s am p miluo id.Pleas MW trM.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 34 of 40
Employee Benefits Package
Specifics are still being developed at this time,but there will likely be medical,dental,vision,401k,
vacation and PTO.Married Domestic Partners are expected to be covered by the benefits.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 35 of 40
Fort Worth Business Equity Firm Utilitzation
Once a general contractor is selected for the Real Property Improvements—if the general contractor
itself is not a Business Equity Firm—the company will work with the general contractor to expend at
least 15%of the construction costs with Certified Business Equity Firms.
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 36 of 40
Delaware Page 1
The First State
Z, JZFFREY V. BULLOCK, SZCRETARY OF STATZ OF THZ STATE OF
DZLAWARZ, DO HEREBY CERTIFY THZ ATTACHZD ZS A TRUZ AND CORRECT
COPY OF THZ RZSTATED CZRTIFICATZ OF "RSI NORTH AMERICA, INC.",
FILED IN THIS OFFICZ ON THZ TWNTY—NINTH DAY OF SEPTZMBER, A.D.
2020, AT 2:46 O'CLOCK P.M.
`�lNirs Qr',c\
7471720 8100 � �/ Authentication:203766322
SR#20207542699 Date:09-30-20
You rreyverifythis certificate online at corp.delaware.gov/authver.shanl
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 37 of 40
Stile A Dehwaee
SKMIe v of Sate
M&N of ca"011oe
DdkmW 42AP IM9,202o RESTATED CERTIFICATE OF INCORPORATION
FU ED 62:46 PM"2920
SR 20207542699 F'bNmba 7471720 OF
RSI NORTH AMERICA,INC.
(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)
RSI North America,Inc.,a corporation organized and existing under and by virtue of the
provisions of the General Corporation Law of the State of Delaware(the"DGCL"),
DOES HEREBY CERTIFY:
1. That the name of this corporation is RSI North America, Inc., and that this
corporation was originally incorporated pursuant to the DGCL on June 17,2019 under the name
RSI North America,Inc.
2. That the Board of Directors duly adopted resolutions proposing to further amend
and restate the Certificate of Incorporation of this corporation,declaring said amendment and
restatement to be advisable and in the best interests of this corporation and its stockholders,and
authorizing the appropriate officers of this corporation to solicit the consent of the stockholders
therefor,which resolution setting forth the proposed amendment and restatement is as follows:
RESOLVED,that the Certificate of Incorporation of this corporation be further amended
and restated in its entirety to read as follows:
FIRST:The name of the corporation is:RSI North America,Inc.(the"Corporation").
SECOND: Its registered office in the State of Delaware is located at 16192 Coastal
Highway,Lewes,Delaware 19958,County of"Sussex.The registered agent in charge thereof is
Harvard Business Services,Inc.
THIRD: The purpose of the corporation is to engage in any lawful activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH:The total number of shares of stock which the corporation is authorized to issue
is 150,000 shares having a par value of$0.0100000 per share.No dividend shall be declared or
paid until all claims against the Corporation by any stockholder for amounts credited to such
stockholder's loan account with the Corporation have been repaid in full.Thereafter,the board of
directors of the Corporation(the"BoaW)may declare and pay dividends upon the outstanding
shares of stock of the corporation front time to time and to such extent as they deem advisable,in
the manner and upon the terms and conditions provided by the DGCL and the Bylaws of the
Corporation.
FIEjH:The business and affairs of the corporation shall be managed by or under the
direction of the Board,and the directors of the Corporation need not be elected by ballot unless
required by the bylaws of the corporation.
1
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 38 of 40
SIXTH:The Corporation shall be perpetual unless otherwise decided by a majority of the
Board.
VASE ENTH: In ftnthenance and not in limitation of the powers conferred by the laws of
Delaware,the Board is authorized to amend or repeal the bylaws.
FIGHTH: 'Ile Corporation reserves the right to amend or repeal any provision in this
Certificate of Incorporation in the manner prescribed by the laws of Delaware.
NINTH:The incorporator is Harvard Business Services.Inc.,whose mailing address is
16192 Coastal Highway,Lewes,DE 19958.
TENTH:To the fullest extent permitted by the DGCL a director of this corporation shall
not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.
1,the undersigned,do make and file this restated certificate,and do certify that the facts
herein stated arc true,and have accordingly signed below,this August ,2020.
s
Signed and Attested to by:
Name: Michael Voss
Title: President
2
Tax Abatement Agreement between
City of Fort Worth,PR Carter Distribution Center Building F,LP and RSI North America
Page 39 of 40
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 11/30/21 M&C FILE NUMBER: M&C 21-0880
LOG NAME: 17RSINORTHAMERICATA
SUBJECT
(CD 8)Authorize Execution of a Five-Year Tax Abatement Agreement with RSI North America, Inc.and PR Carter Distribution Center Building F,
LP,or Affiliates,for the Development of a 391,000 Square Foot Corporate Office and Manufacturing Facility Having a Cost of at Least$55 Million
on Property Located at 1501 Joel East Road in Tax Abatement Reinvestment Zone No. 102,City of Fort Worth,Texas
RECOMMENDATION:
It is recommended that the City Council:
1.Authorize the execution of a five-year Tax Abatement Agreement with RSI North America, Inc.and PR Carter Distribution Center Building F, LP,
or Affiliates,for the development of a 391,000 square foot corporate office and manufacturing facility having a cost of at least$55 million on
property located at 1501 Joel East Road in Tax Abatement Reinvestment Zone No. 102,City of Fort Worth,Texas;and
2. Find that the terms of,and the property subject to,the Tax Abatement Agreement meet the criteria and guidelines set forth in the City's General
Tax Abatement Policy(Resolution No.5337-01-2021).
DISCUSSION:
RSI North America(RSI)is a company that manufactures modular truck bed canopies. Founded in 2007,the company is based in Durban,South
Africa. RSI is rapidly expanding its presence and market share in the United States(U.S). In addition to advanced manufacturing,functions within
the City of Fort Worth(City)facility will include housing the North American headquarters operations as well as product design and prototyping.
Following a multi-state site selection process,an existing facility located at 1501 Joel East Road(Project Site)in Fort Worth was identified for the
391,000 square foot manufacturing location. The property is owned by PR Carter Distribution Center Building F,LP and will be leased to RSI.
In order to facilitate the establishment of RSI's U.S.headquarters,the City proposes to provide five annual tax abatements to RSI with an estimated
total value of$737,508.00.The tax abatement will be tied to the amount of investment made by RSI and satisfaction of other project and spending
requirements,as follows:
Investment:
1. RSI must expend a minimum of$2,500,000.00 in total construction costs at the Project Site on or before December 31,2026;
2. RSI must locate taxable business personal property(BPP)that is new to the City at the Project Site having a minimum taxable appraised
value of$52,500,000.00 by January 1,2027;and
3. RSI will be required to spend 15 percent of hard and soft construction costs with contractors that are Business Equity Firms. Failure to meet
this requirement will result in a reduction of the grant by 10 percent.
RSI North America must provide a minimum of 250 full-time jobs on the Project Site as of December 31,2026 and maintain a minimum total of
250 full-time jobs on the Project Site for the term of the agreement.
Average annual salary for all full-time jobs must be a minimum of$65,800.00. "Salary"includes direct pay and planned bonuses,but not benefits,
expense reimbursements,or discretionary bonuses.
City Commitments:
1. The City will enter into a Tax Abatement Agreement with RSI for a term of five years;
2. The amount of real property and BPP taxes to be abated in a given year will be equal to up to forty percent(40%)of the incremental value of
the property as determined by the Tarrant Appraisal District multiplied by the applicable tax rate for the year.At no time will the cumulative
amount of the abatement exceed the lesser of(i)$737,508.00 or(ii)one hundred fifty percent(150%)of the amount of the minimum capital
investment expenditure for the Real Property Improvements and BPP.The percentage abatement will be calculated per the table below;and
3. The first year in which RSI will be eligible to receive a tax abatement is the 2027 tax year, based on RSI's compliance with minimum
construction costs for the development and compliance with all other commitments during 2026.
TABLE I Maximum Potential Abatement with Corresponding Components:
Property Owner or Company Commitment Potential
Abatement
Base Commitment: Real and Business Personal 20 percent
Property Investment=$55M
IBEF Commitments(15%of Total Construction Costs) II10 percent
Annual Commitments:
Average Annual Salary for 250 Full-Time Jobs> 5 percent
$65,800.00
Overall Employment>=250(as applicable) 115 percent
Total =140 percent
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2022 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.
Submitted for City Manager's Office by. Jay Chapa 5804
Originating Business Unit Head: Robert Stums 2663
Additional Information Contact: Kelly Baggett 2617