HomeMy WebLinkAboutContract 58678ST A TE OF TEXAS §
CT S~CRETARY.
c. J, :rR1\CT NO. -~'l.R ,
COUNTYOFTARRANT §
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 DISTRIBUTION 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 prope11y 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 Company-wi ll.J1 h W R
Tax Abat ement Ag ree men t betwee n
C ity o f Fort Wo rth , PR Carter Di stribution Cent e r Building F, LP and RSI No rth Ame ric a
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 commercial/industrial tax abatement pursuant to Section 4 of the Policy .
I. 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.
Tax Abatemen t Agreement between
City of Fon Worth , PR Caner Distribution Center Building F, LP and RSI North America
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Abatement Term means the term of five (5) consecuti ve years , commencing on January
I of the Second Operating Year and expiring on D ecember 3 1 of the fifth (5t h) year thereafter, in
whi ch Carter and Company will receive the Abatement in accordance with this Agreement.
Affiliate means a ll entities, incorporated or otherwise, under common control with ,
controlled by, or controlling Company . For purposes of this definition , "contro l" means fifty
percent (50 %) or more of the ownership determined by either va lu e 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 ascr ib ed to it in Recital F.
Business Equity Firm{s) {"BEFs") has the meaning assigned to it in the City of Fort
Worth 's Business Eq uity Ordinance, as amended (Chapter 20, Artic le 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 h as 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
Imp rovements have received a permanent certificate of occupancy.
Completion Deadline means June 30, 2026.
Compliance Auditing Term means the term of five (5) consecutive years , commenci ng
on January I of the First Operating Year an d expirin g on December 3 1 of the fifth (5 th ) year
thereafter, in which the City wil l verify a nd audit Carter's an d Company's comp li ance with the
various commitments set fort h in Section 4 that form the basis for calcul at ion of the amount of each
annual Abateme nt percentage hereunder.
Construction Costs means the fo ll owing costs expended directly for the Real Property
Improvements: actua l site development and construction costs , including directly-related contractor
fees , plus costs of supp li es and materials, engineering fees , architectural and design fees, and permit
fees. Construction Costs specifically excludes a ny 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.
Tax Aba tement Agreement be tween
C ity of Fort Worth , PR Ca rter Di stributio n Center Building F, LP and RSI North America
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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 provi ded 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.
4 .2.
Ordinance has the meaning ascribed to it in Recital C.
Overall Employment Commitment has the meaning ascribed to it in Section 4.5. l.
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
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 , suc h as health insurance or retirement contributions , reimbursements for employee
expenses , or any discretionary bonuses .
Second Operating 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.
Tax Abatement Agreem en t between
C ity of Fort Worth , PR Carter Di stribution Center Building F, LP and RSI North America
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Zone has the meaning ascribed to it in Recital C .
3. TERM.
The effective date of this Agreement is December I , 2021 ("Effective Date") and, unless
terminated earlier in accordance with it s terms and conditions, expires si multaneous ly 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 ($2,500,000.00) in Construction
Costs for the Real Property Improvements by the Completion Date, and the Compl etio n 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 afore mentioned obligation co nstitutes 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 I , 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. Th e value of the New Taxable Tangible Perso n Property is determined
solely by the appraisal district having jurisdiction over the Land at the tim e and reflected in
the certified appraisal roll recei ved 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 suc h 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
Tax Abatement Ag ree me nt betwee n
City of Fort Worth, PR Carter Di stribut ion Center Building F, LP and RSI North America
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4.6
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 complian ce with the following Employment
Commitment will be based on the employment data provided by Company to the
City for the year under evaluation.
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 BEF 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 l 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 d e gree 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
Tax Abatem ent Agreement be tween
C ity of Fort Wo rth , PR Ca rt e r Di stributi on Cente r Bu ildin g F, LP and RSI Nort h America
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sets forth the total number of individuals who held Full-Time Jobs on the Land , as
well as the Sal ary of each , all as of December 31 ( or such other date requested by
Company and reasonably acceptab le to the C it y) of the previous ca lendar year,
together with reasonable supporting documentation.
4.7.3. General.
Company will supply any additional information reasonably requeste d 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 hea lth , safety, and treatment of Company's confidential information. ln addition,
upon request of the City at any tim e during the Term and the year following the Term, and
following rea so nable 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 lawfu l business operations , a s se t 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.
Tax Abatement Agreement between
C ity of Fort Worth , PR Carter Di stribution Center Buildin g F, LP a nd RSI North Americ a
Page 7 of 40
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 use d 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
(I) 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
($2,500,000.00) 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 a nd RSI North America
Page 8 of 40
improvements and New Taxable Tangible Personal Property, which percentage will equal
the sum of the Overall Improv ement 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 of5 % (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 otherwi s e have been entitled in the following year.
6.6. Abatement Limitations.
Tax Abatem ent Agree me nt be tw ee n
C it y of Fo rt Worth , PR Carter Di stribution C ent er Building F, LP a nd RSI North Am eri ca
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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 Fi ve 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 I , 2022 , if any , up to a
maximum increase of Fifty-Two Million Five Hundred Thousand Do ll ars
a nd Zero Cents ($52 ,500 ,000 .00).
6.6.2. ln 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) $2 ,500 ,000 .00 , the
real property tax Abatement granted for that tax year will 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, ifin a given year of the Abatement Term
the value of improvements on the Land is $3 ,000 ,000.00 over their va lu e
as of December 31 , 2022 , the maximum real property tax Abatement that
could be granted wou ld be forty percent (40 %) of $2 ,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 $60 ,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 wo uld be forty percent (40%) of
$52 ,500 ,000 .00 in va lu ation for that year and would pay full taxes on the
$7,500,000.00 difference over the cap .
7. DEFAULT, TERMlNA TION AND FAILURE TO MEET VARIOUS DEADLINES
AND COMMITMENTS.
7.1. Failure to Meet Real Property Improve ment and Pe rsonal Propertv
Commitments.
Notwith standing anything to the contrary herein, if the Company does not meet
both the Real Property Improvement Commitment and Personal Property Commitment, an
Eve nt of Default will occur and the City w ill have the right to terminate this Agreement,
effective immediately, by providing writte n 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
T ax A batem ent A greement be tween
C ity of Fo rt W orth , PR Ca rter D is tribution Center Building F, LP and RSI North America
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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 av ailable 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 fail s to meet the
Annual Salary Commitments in an y 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 will be entitled to receive .
7.4. Knowing 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 ce1tain 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 J 324a(j) (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 (] 20) 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
Tax Abate men t Agreement be twee n
C ity of Fort Wo rth , PR Carte r Dis tributi o n Cente r Building F, LP and RSI No rth America
Page 11 o f 40
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 . Thi s 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" (a s that term is defined in Section 2264.00 I , 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 survi ve 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 thi s 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.
ln addition to Sections 7. I -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 patty.
7 .11. Statutory Damages.
Tax Abate ment Agree ment between
C ity o f Fo rt Wo rth , PR Cart e r Dis tribu tio n Cente r Buildi ng F, LP and RS I No rth Am eri ca
Page 12 of 40
7.11. I 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) req uire
unplanned and expensive additional admi ni strative oversight and involvement by the City;
and (iii) be detrimental to the City's general economic de ve lopment program s, both in the
eyes of the genera l 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 3 12.205(6 )( 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 actua l 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 va lorem 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 a ll or an y 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 a lso 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. IN DEPENDENT 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 emp lo yees of
the City. As to the City, Carter and Company will have the exc lusive right to control all details and
day-to-day operations relative to the Land and any improvements thereon and wi ll be solely
responsible for the acts and omissions of their officers , agents, servants, emp lo yees, contractors,
subco nt ractors, licensees and invitees . Carter a nd Company acknowledge that the doctrine of
respondeat superior will not apply as between the C it y and Caiter or Company, their officers,
agents, servants, emp loyees, 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 Di stribut io n Center Building F, LP and RSI North America
Page 13 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,
IN CLUDING, 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, INCLUDIN G 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 NE GLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
CARTER OR COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THA N THE CITY) OR SUBCON TRACTORS, RELATED TO THE
REAL PROPERTY IMPROVEMENTS; THE LAND AND ANY OPERATIONS AND
ACTIVITIES THEREON; OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS
A GREEM ENT OTHERWISE. THIS SECTION WILL SUR VIVE ANY TERM/NA TION OR
EXPIRATION OF THIS AGREEMENT.
9.2 COMPANY HEREBY RELEASES CARTER FROM, AND COMPANY, AT NO
COST TO CARTER, AGREES TO DEFEND, INDEMNIFY AND 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
I NJURY, INCLUDIN G DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED BY COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF
THIS AGREEMENT OR BY COMPA NY'S OR THE CITY'S PERFORMANCE OR NON-
PERFORMANCE OF THIS AGREEMENT. THIS SECTION WILL SURVIVE ANY
TERMINA TION OR EXPIRATION OF THIS AGREEMENT.
10. NOTICES.
A ll written notices called for or required by this Agreement must be addressed to the
following , or such other party or address as e ither party designates in writing, by certified mail ,
postage prepaid, or by hand delivery:
City :
City of Fort Worth
Attn: City Manager
200 Texas Street
F01t Worth , Texas 76102
With copies to :
Company :
RSI North America lnc.
Attn : Mark Roe-Scott
Address : 1024 Winters Parkway
Dayton, NV 89403
City Attorney at the same address and the With copies to:
Director at:
City of Fort Worth
Tax Abatement Agreement between
PR Carter Di strib ution Center Building F, LP
Attn : Dan Kane , Vice Presi dent
City of Fort Worth , PR Carter Di st ributio n Center Building F, LP and RSI North America
Page 14 of 40
Attn: Director
Eco nomic Development
1150 South Freeway
Fort Worth , Texas 76104
Address: 180 N. Stetson Ave., Suite 5400
Chicago, IL 6060 I
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 mu st 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 Requirement s.
13. GOVERNMENT AL 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 Fon Wo rth , PR Caner Di stribut ion Center Building F, LP and RSI North America
Page 15 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 WA IVER.
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 Cai1er 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 oflabor 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 Abate ment Agreement between
C ity ofFort Wo rth , PR Carte r Di stribut io n Center Building F, LP and RS! No rth America
Pa ge 16 o f 40
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purpo se s only and will
not be deemed a part of thi s 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. CO FLICTS 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 Ab at ement Agreemen t be tween
City of Fon Wo nh , PR Caner Di stributio n Cente r Building F, LP and RSI onh Am erica
Page 17 o f 40
26. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference , contain s 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 amendm ent 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:
[SIGN A TURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
CITY:
By:
Date :
T (
Tax Aba te men t Agreement between
RSI NORTH AMERICA, INC.,
A Delaware corporation
By fd
Name: ~ ~"' -fC<. -i 1'
Title : c."""' ------------
Date:
C ity of Fo rt W o rth , PR Carter Di stribut io n Center Bui lding F, LP and RSI No rt h Ame ri ca
Page 18 o f 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 partner ~ ~
By ~~ Na;ne: ~£,. l(,M/2.
Title: t/
Date:
FOR CITY OF FORT WORTH rNTERNAL PROCESSES:
Contract Compliance Manager:
By signing, I acknowledge that I am the
person responsible for the monitoring and
JA..!:l----Ji;-"'=:::::::::::::::::::----~=1-m.i.t:l. istration of this contract, including
By:
Name:
Title : Director, Economic Development
Approved as to Form and Legality:
By:
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&C: 21-0880
Form 1295 : 2021-816800 and 2021-803282
T ax Aba te me nt Agre e ment between
ensuring all performance and reporting
requirements.
By : ~./1 .~
Name: Kellyaggett
Title: Innovation Coordinator
City Secretary:
By:
Name:
Title:
.
C ity of Fort Worth , PR Carter Di stri buti on Center Building F, LP a nd RS I No rth America
Page 19 o f 40 OFFICUAL RECORD
CITY SECRETARY
FT. WORTH, TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFO RE 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 sub sc ribed to
the foregoing in strument, and acknowledged to me that the same was the act of the CITY OF FORT
WORTH , that he was duly authorized to perform the sa me by appropriate re so lution 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 l.1tt._day of
'.bM.tM~ , 2022.
C:?3rofi~~
the SJate of Texas 1 \ , [' Lt no..~ W\. r-n rr t t\ ~e Y'
Notary's Printe d Name
RSI NORTH AMERICA, INC.
a Delaware corporation:
STATE OF \t°'it\ <; §
COUNTY OF .\Q..\f'((A,'(\ Y §
• e@· Linda M . ~ir~ln;er -
, My Commission Expires
◄ · * 2/2/2026
Notary ID 4 124144746
I
BEFORE ME, the undersigned authority, on thi s day personally appeared N\O\~¼. a.oe-SGo-t'-\--
t.,. ~O 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 thats/he executed the sa me for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of RSI NORTH AMERICA, INC.
\. 1 GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ '2._r ____ day of
N t)\1e_,,'M B,e, '( , 2022.
Nornry Pu&#&~ lr-~~~~~!!!!!!~!!:!!!l!:!.!!!!!!=!~~::f
the State of :tf-'l<C\ S /:►':J:~~-;,,,. Lisa Brown
f::*ti~ N · ~•• ••~ otary Public, State of Texas \•.:.. •'J Comm. Expires 11/14/2026 •,~~ ;t -<'fl'
'"""'"""" Notary ID 1340564,-3
Notary's Printed Name
Tax Abatem ent Agreement between
C ity of Fon Worth , PR Caner Di stribution Center Building F, LP and RSI North America
Pa ge 20 of 40
OFFICIAL RECORD
Cl1Y SECRETARY
FT. WORTH, TX
ST A TE OF__,_\-'--"\ \i'--r\.0--=--\_J ___ §
COUNTY OF (,00~ §
-f/~ ~ BEFO~E, the undecsigned authority, on thi s day pecsonally appeared D..i-t-t' /: I,,
~'--~~ _____ 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 in strument, 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this -~-Vl.d ______ day of
0 {l{;(V\~Y--'2022.
~~~' NotafyPiic in andfor
the State of IL------
Tax Aba tement Agree ment between
MEGHAN COOMEY
Official Seal
Notary Public -State of Illinois
My Commission Expires Feb 16, 2025
City of Fo rt Worth , PR Carter Di stribution Center Building F, LP and RSI North America
Page 2 1 of 40
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE LAND
BEING Lot I , Block A, Carter Distribution, an addition to the City of Fort Worth ,
Tarrant County , Texas , according to the plat thereof recorded in In strument Number
0219111864 , Plat Records of Tarrant County, Texas .
...
I •
Tax Abatement Agreement between
i
I
~
,1501 Jee! ~a s1 d
F::ir No ·,. TX 7b1 4 0
City of Fon Wonh, PR Caner Di stribu tion Center Building F, LP an d RSI Nonh America
Page 22 of 40
Property Add ress:
Property Owner:
Tenant :
Comm e ncemC'nl Date :
Expiration Date :
Ren table Area :
Lease Term :
Reliponsible Party:
Landlord 's
Notic e Address:
Tenant's
Notice A ddress:
Tax Abatemenl Agreemenl belween
EXHIBIT B
LEASE TERMS
LEASE ABSTRACT
I SO I Joe l Easl Road
Fort Worth, TX 76 134
PR Carler Dis tributi on Cenler Building F, LP
RSI No rth Ameri ca Inc.
May I. 2022
July 3 I. 2029
391.540 s quare feel
87 montl~~
NNN
Property Taxes (Tenanl )
Property Ins urance (Tenanl)
CAt\1 (Te nanl )
PGLvl, In c.
Attn : Dan Kane, Vice Presidenl
18 0 N . Slelson Ave., S uile 5400
Chicago, n, 6060 1
RSI North America Inc .
Alln : Mark Roe-Scoll , CFO
1024 Winlers Parkway
Dayt on. NV 89403
City of Fort Worlh, PR Carter Di stribution Center Building F, LP and RSI North America
Page 23 of 40
EXHIBITC
TAX ABATEME NT APPLIC A TIO NS
FORT WORTH
~
Economic Development
Incentive Application
Economic Development Department
1150 South Freeway
Tax Abatem ent Agreement between
Fort Worth , Texas 76104
(817) 871-6021
City of Fort Worth, PR Carter Distribution Center Building F, LP and RS I North America
Page 24 of 40
Incentive Application
L APPLICANT INFORMATlON
Company Name . RSI North America , Inc.
Company Address: 1024 Winters Parkway
C ity Da on Sate NV ------
Date Sep 15, 2021
Zip 89403
Contact Person. Jacob Everett Title/Position: Consultant -Site Selection & Incentives ------------------
Telephone Number ------------------------------------
Mobi le Te lephone Number _7_65_-4--'2_5-_92-'-9_1 __________ Fax N umber· ____________ _
E-Ma il Address jeverett@mcguiresponsel com
1. If the applicant represents a Company: (If a Developer and not a Company, proceed to #2.)
A. Company Ownership (chec k one)· 1 P ub licly Traded Stock f7 Privately Held
B. Form of Business (choose one): _C_o~rpo_ra_t_io_n ___________ _
C How long has the company been in operation (Years)? Parent 14 years, US entity 2 years
D. Company lndustry ._M_a_n_uf_a_ct_u_r_in~g ______________________________ _
E. Describe the Company's principal business:
SmartCap is the world's first modular stainless steel truck cap system. From its 5--p iece modular design, to its seamlessly
integrated accessones, SmartCap lets customers build and organize their truck beds to meet their exact needs.
F Describe the Company's in ternat ional presence, ~ any
Company 1s curre ntly headquartered and products are ma nufactured 1n South Africa . Items current ly sold in North Ameri ca
are imported and sold through distributors.
G Describe the Company's corporate citizenship practices.
The company takes $15 from the sa le of every SmartCap and SmartCap Flat Bed and invests in early childhood
development programs 1n disadvantaged communities. By better preparing child re n with the tools they need to succeed 1n
school , the company 1s helping transform the individual lives of each of these kids. And that transforms their communities .
2. If the applicant represents II Developer:
A. Describe the Developer's experience and background . Please include similar projects that you have constructed inclu<i ng
the proJect type and location (attach add rti onal sheets as necessary):
B. Deve lopment Partners (Arch itect , Engineering Team, Interior Design, General Contrac~ etc.)
Page 2 of 6
Tax Abatement Agreement between
C ity of Fort Worth , PR Carter Distributio n Center Build ing F, LP and RSI North Ameri ca
Page 25 of 4 0
IL PROJECT INFORMATION
Please include below the project descript ion, project benefits and how the proj ect positively impacts the community Any
ince ntives 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 gap financi ng just because a gap exists In order fo r a
Company or Developer to be e ligible to receive incentives fo r a proJec~ the Company/Developer·
A Must complete and submit this applicat ion and the appl ication fee to the City ;
B. Company/Developer or Company/Developer's pri nci pals must not be delinquent in paying property taxes for any
property owned in Fort Worth;
C . Company/Developer or Company/Developer's princt pals must not have ever been su bject to the City of Fort
Worth's Bu ilding Standard s Commission's Review ,
D Company/Developer or Company/Developer's prin ci pals must not have any City of Fort Worth hens filed agai nst
any other property owned by the applica nt property owner/developer "Liens• includ es, but is not lim ited to, weed
liens, demolition li ens, board-up/open structure liens and pav ing li ens.
1. Pro1ect Description (attach additio nal sheets as necessary):
Company is looking to add a US manufacturing facility to serve North America (all products are curren~y imported from
South Africa) The chosen location will become the North America n headquarters. Product design and prototyping will also
happen in this fac ility
2. In what way will the project benefrt t he surrounding area or serve as a catalyst for add1t1onal development and/or business
opportunities for the local economy (i.e . attra ct suppliers or customers)?
The company will be establi shing a new s u pply cha in to feed this facility. T his wi ll create potentia l opportunities in
the loca l area .
3. Desc ribe how the project positively impacts the co mmunity
This project 1s esti mated to support 387 additiona l Jobs in the area in addit ion to the 250 employed in the facility (2 .55
mult1pl1er).
II. PROJECT DETAILS
1. Proposed Proj ect Site Address . 1501 Joel East Road, Bu ilding F, Fort Worth , TX 76134
2. Proposed P roject Site Land Size (Acres):_2_1 _1_73 ________________________ _
3. Will environmental remediation be required? _N_o _________________________ _
4 Is this an ex isting fa cility or w ill a new facil ity be co nstructed? r New 17 Ex isting
A If new, what is the construction Anticipated Start Date: ______ Anticipated Completion Date : _____ _
B. If ex1st 1ng , 1s this an adapt ive reuse?_N_o ___________________________ _
5 Type of Project (choose one): Commercialllndustria l
6. Bu ild ing Area (Square Feet) Requ irements :
(a ) Office _15_000 ___ _
(b) Manufacturin g
(c) Warehouse
(d) Showroom/Retail
(e) Other
376000
Tota l Area (a+b+c+d+e): _39_1_00_0 ___ SF
7. Will this facility be LEED certified, and if so, at what level? _no _____________________ _
8. Public o pen space included w ithin the proposed project s ite _Ncco _________________ SF/Acres
Page 3 of 6
Tax Aba tement Agreement between
City of fort Wo rt h , PR Carter Di stribut ion Center Building F, LP and RSI North America
Page 26 of 40
II. PROJECT DETAILS (Continued)
9. If the applicant represents a Company: (If a OtNe/oper and not a Company. proceed to #10.)
A. Is the Company expanding ,ts exIstIng loca l opera tions or relocating its operations from somewhere e lse to our area?
r Expansion 17 Relocation
B If a re location, where Is the company currently loca ted? South Africa This w ill be the first North American footprint
C Does the com pany plan to lease or awn the facility in Fo rt Worth? 17 Lease I Own
0 . If the company is planning to lease space in Fort Worth, what ,s the lease term? 7 Years
E. Describe the specific ope rat ions and services to be prov ided or products to be manufactured at the proposed Fort Worth
fa cility (atta ch additi onal sheets as necessary)
Company will manufacture truck cap systems ,n this facility These products convert truck beds into customized, v aluable
tools for recreational or commerc ia l uses. Product design and prototyping will also happen In th is fa cility
10. Development requests that w ill be sought for the project (select all th at apply)·
1 Replat
1 Rezoning
1 Vari ances
Current Zoning: ______ Requested Zoning : _____ _
If y es, please describe ____________________________ _
r Oowntawn Design Review Board
r L andmark Commission
r Public Infrastructure Assistance
11 Real Estate Investment
A. Current Assessed Valuation of Land $_1,'-3_83-'''--45_3 _____ Improvements $_22-'-,1_08--'-,94_7 _________ _
B. T otal Construction Costs· $2.5 million ---------------------------------
C . Hard Construction Costs: $ ---------------------------------12. Business Persona l P roperty and Inventory
A. Business Personal Property
Total investment on equipment, machinery, furnishing, etc. $ _________ r Lease 17 Purchase
'Estimated tax a ble v a lue of equipment, machinery, furrnshIng, etc : $ -'-5""2 "'.5-'m=111-',o-'-n ____________ _
"ThiJ is the val~ that wilt be on the tax rol/J which lnc/uMJ aH tang~ ~rty.
B. Inventory and Supplies
Value of Inventory $_T_B_O __________ Value of Supplies: $ ______________ _
Percent of inventory eligible fo r Freeport Exemption (inventory, exported from Texa s within 175 days)
13 Total Capita l Investment (Rea l Estate and Business Personal P roperty)·$ $55 million (202 1 _ 2026)
IV. EMPLOYMENT AND JOB CREATION
On the PrQject Site
1. Haw many persons are currently employed? _□ _________________________ _
2. What percent of current employees above are Fort Worth residents? ____ %
3. What percent of current employees above are Central City residents? %
Page4of 6
Tax Abatement Agree me nt between
City of Fort Worth , PR Carter Distribution Center Building F. LP an d RSI North America
Page 27 of 40
IV. EMPLOYMENT AND JOB CREATION (Continued}
4. Please complete the following table for new jobs to be created from direct hire by applicant.
CurTently At Completion Estl!Mladly Estlmatad By
Fifth YNr TenthYNr
lllbilned Jobs nl•
New Jobs to be Created 2S0
Total Jab&at Ploject 51111 250
% of Net Jobs to be fl ll ed by TBD Fort Worth Residents
""'Net Jabs to be fled Ii, TBD C8nlrll Clty resldenls
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 pr011ide the following benefits · 17 Retirement 17 Health 17 Dental 17 Domestic Partner
7 Average wage paid to employees to be located at the project s ite : $ -'-65-'-'-'-8-'-00-'------------------
8. Describe the Company's talent recruitment efforts:
Ukely to Irdude a combination of local vocational schools, community colleges/universities, and NTEA & SEMA websites
V. INCENTIVES REQUEST
lncentIve(s) Requested: 17 Tax Abatement r Chapter 380 Economic Development Program Grant
Do you intend to pursue abatement of County taxes? f7 Yes r No
If requesting a Tax Abatement, please refer to the Ta x Abatement Policy for a comprehensive e xplanation of ehglbihty requ,rements .
VI. LOCAL COMMITMENTS
Pu rjn g Constructi on
1. What percent of the tota l construction costs described in Section Ill, Question 11 w ill be committed to
A. Fort Worth businesses? %
B. Fort Wort h Ce rt ified Minority and Women Business Enterp rises?_15 __ %
For A nnua l Supp l)' and Serv ice Need s
Regarding discretionary s~ lill.d .se!Y!Qe ~ (i.e landscaping, office or manufacturing supplies, Janttoria l services,
etc., excluding utilities).
2. What Is the ann ual a mount of discretionary supply and service expenses? $ _T_B_D _____________ _
3 What percentage will be committed to Fort V\brth businesses? ____________________ _
4 What percentage will be committed to Fort V\brth Certified M inority and Women Business Enterprises? ______ _
VII. DISQ.OSURES
Is any person or firm rece1Ving any form of compensation, commission or ot her monetary benefit based on the level of
incent1Ve attained by the applicant from the City of Fort Worth? If yes, please explain and/or attach detail s
Page 5 of 6
Tax Abatement Agree ment be tween
City of Fort Wo rth , PR Cart e r Distribution Cente r Buil d ing F, L P a nd RS I North Ame ri ca
Page 28 of 40
VIII . ADOmONAL INFORMATION rro BE ATTACHED)
These documents must be submitted with the appl ication , 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 fo r the success of this project. Include a business pro-forma or other
documentat ion to substantiate your request.
c.) Describe any environmental impacts associated w ith this project.
d .) Describe the infrastructure improvements (water, sewer, streets , etc .) that w ill be constructed as part 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 appra isal district for all parcels
involved in the project .
h .) Attach a brief descri ption of the employee benefit package{s) offered (i .e . health insurance . ret irement , public
transportation assistance , day care prov isions , etc .) includ ing portion pa id by employee and employer
respectively .
i.) Attach a plan for the utilization of Fort Worth Certifi ed M/WBE companies .
j .) Attach a listing of the ap plicant's Bo ard of Director's , if applicable .
k.) Attach a copy of Incorporat ion Papers noting all principals , partners , and agents and all Fort Worth pro perties
owned by each .
I.) Attach the purchasi ng representative's compa ny contact information if known.
The company is responsible for paying $5,000 as an application fee . If the appli cation is withd rawn before the proJec t Is
presented to City Council in Executive Session , the fee is refunded Upon presentation to City Counci l in Open 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 cred ited towards required bu il d ing perm its, inspections fees , replatt1ng fees.
and other costs of doing business with the City related to ihe development Any unused cred it balance upon comp letion of the
project wi ll be ref unded upon request from the company
IX. CERTIFICATION
On behalf of the appl icant, I certify the information contained in this application, includ ing all attachments to be true and
correct. I further certify that, on behalf of the appl icant , I have read the current Incentive Pol icy and all other pertinent City of
Fort Worth policies and I agree with the guidelines and criteria state therein .
Printed Name: Dan Beaulaurier
Title: Vice President
Date: Sep 16 , 2021
Signature: °"' v
Tax Aba temen t Agreement between
City of Fon Worth, PR Caner Distribution Center Building F, LP and RSI North America
Page 29 of 40
Proj ect Rugged Projected Stilffing Pl a n
Headcount projections at calendar ye ar end :
o 2022: 100
o 2023: 125
o 202 4 : 150
o 2025: 200
o 2026: 250
Pia nned positions:
o Professional , Skilled, and Production : 242 jo bs
o Acco untant
o Accounting Clerk
o Assembly
o Bending
o Deco iling + Laser
o Factory Shift Manager
o Finance Manage r
o HR Clerk
o HR Manager
o IT Support
o Logis t ics Manager
o Paint
o Prepping
o Purchasing Mana ge r
o Regional Sales Associate
o Sales Support
o Team Leaders
o Warehouse Assistant
o Warranty As sociate
o Warranty Mana ge r
o Welding
o Corporate : 8
o average annual pay across the operation is expected to be $65,800
Tax Abatement Agreement between
City of Fort Worth, PR Carter Distribution Center Bu ilding F, LP and RSI North America
Page 30 of 40
Site Plan
I BUILDING F
l
Tax Abatemen1 Agreement belween
City of Fort Worth, PR Carter Di stribution Center Building F, LP and RS I No rth Americ a
Page 31 of 40
•
•
Incentive Requirement
The company is evaluating mult iple location options. Eva luation includes real estate, direct and indirect
tax , incentives, and labor fa ctors 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 investo rs in the project when
determining where to put their capital to work .
Recent inflation is driving material, equipment, construction, and other costs to historical hig hs . Th is 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
requ ir ements over time .
Tax Abatement Agreement between
City of Fon Worth , PR Caner Distribution Center Building F, LP a nd RSI North Americ a
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 0219111864, Plat Records ofTarrant
Co unty, Texas .
Tract 2 : (E ASEMENT ESTATE)
Easement appurtenant to and for the benefit ofTract I, over and across the land described therein :
Non-excl usive easements as created by that certain Decl ar ation of Covenants, Conditions and
Restrictions Applicable to Carter Distribution Center Phase 1, 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. 0214129686, 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. 0 217065523, Real Property Records, Tarrant County, Texas , as affected by Second
Supplemental Declaration for Carter Distribution Center Phase I, f iled June 21 , 2019, recorded under
Oerk's File No. 0 219134435, Real Property Records Tarrant County, Texas .
Tax Abatem ent Agreement between
City of Fort Worth, PR Carter Di stribution Center Building F, LP and RSI North America
Pa ge 33 of 40
@
2021 PROPERTY VALUE NOTICE 05-14-2021
TARRANT APPRAISAL DIS T RICT
2500 HANDLEY-EDERVILLE ROAD
FORT WORTH , TX 76118
* ACCOUNT NUMBER: 42549424 *
o file a protest and see add itional value ,
xemption and sales information , go to :
www.TAD .org
f Ori
7 GI RALDA FARMS FLOOR
MA DISON NJ 07940
I 1111111111111111 111111111111111 IIIII IIIII IIII IIII
JUNE 14, 2021
15 YOUR PROTEST DEADLINE
2020 Market Value For Questio ns Ptease Call: 2021 Market Va l ue 202 1 Apprai sed Val ue Messages
l , 383 ,453 Values (817) 284-2025
2020 Appraised Value Address (817) 284--4063
l , 383 ,453 Exemotioos (817) 284--4063
l , 3 83 ,4 53 LAND
22 ,10 8 ,947 IMPR
23 ,492 ,4 0 0 TOTAL 23 ,492 ,4 00TOTAL
For estimated taxes and rate
Information go to:
www.TarrantTaxlnfo.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 I OR
CALL THE PHONE NUMBER ABOVE ON THIS NOT ICE .
tt yoo di5a-i,oe w,th the proposed value. conloct the TARRANT APPRAISAL OISTRICT (TAD) al (817) 284-2025 . tt the APPRAISAL DISTRirT cannot resoiv<, the ~-yoo
h""' the nghl lo ai,peal lo the APPRAISAL REVIEW BOARD (ARB). IN ORDER TD APPEAi. YOU !aJST Fl£ A WRITTEN PROTEST WITH Tl£ ARB NO LA"!El THAN JU NE
14, 202 1. Please relef ., the enclosad 111Slructioos lor delails oo how lo file a valid protest. A protest form lor the ,object property has been pfinted oo the ,..,.,.. side ol lhis notice
The ARB heanngs begin June 1, 2021 al 2500 Handley-EdeMlle Road a:id will continue untl mt vahd protests have been hearo tt yoo lie a protest you wil rece,ye notice ol yoor
heamg dale a:id llme al least 15 days befo<o lhe heanng TAD phone hnes are ve,y busy dunog the tm> Value NotJCes are produced . Please koep trymg ,
Tax Aba tement Agreement between
City of Fon Wort h , PR Caner D istribution Center Building F, LP and RS I North America
Page 34 of 40
Employee Benefits Package
Specifics are still being d evelo pe d at this ti me , but there will like ly be med ica l, dental, visio n, 401k ,
vacation and PTO. Marr ied Domestic Pa rtne rs are expected to be covered by the benefits.
Tax Abatement Agreement between
City of Fort Worth, PR Carter Distribution Center Bui ld ing F, LP and RS I North America
Page 35 of 40
Fort Worth Bus i ness Equ ity Firm Uti litz;ition
Once a genera l co ntractor is selected for the Real Property Im provements -if the general contractor
itself is not a Business Equity Firm -the company will work with t he genera l contractor to expend at
least 15% of the construction costs with Cert ified Business Eq uity Firms .
Tax Abatement Agreement between
City of Fort Worth, PR Carter Di stributi o n Center Building F, LP and RSI North America
Page 36 of 40
Delaware
The First State
I , JEFFREY r.r . BULLOCK , SECRETARY OF STATE OF THE STATE OF
DELAWARE , DO HEREBY CER.TIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF "RSI NORTH AMERICA, INC .",
FILED IN THIS OFFICE ON THE TtiENTY-NINTH DAY OF SEPTEMBER., A .D .
2020 , AT 2 :46 O 'CLOCK P .M.
Page 1
7471720 8100
SR# 20207542699
Auth ent i catio n : 2037663 22
Date: 09-30-20
You may veri f y t his cer t ific ate online at corp.del awar-e.g ov/authver.sh tml
Tax Abatement Agreemen t between
City of Fort Worth , PR Carter Distribution Center Building F, LP and RS I North America
Pa ge 37 of 40
Stllf or Otu11r1rr
SfmlU) or S111,
OM, .. , of Corpora 1lo11
Odl.-.ml 02:l4 P.11 0,12' 2020
FlllO 02 :~6 ~r 09r1M020
R l0.!0 754!699 • Filo ;';umbtr m 20
RESTATED CERTIFICATE m· 1 CORPORATION
OF
RSI NORTH AMERICA, INC.
(Pursuant to Sections 242 and 245 of the Gem:ral Corpordtion Law of the State of Delaware)
RSI orth America. Inc .. a corporation organized and existing under and by virt ue of the
provisions of the General Corporation Law of the State of Delaware (the uDGCL j.
DOES HEREBY CERTIFY:
I . 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 orth America, lnc .
2. That the Bo ard of Directors dul y adop ted 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 furt her amended
and restated in its entirety to read as follows:
FIRST : T he 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 : TI1c purpose of the corporatio n is to engage in any lawful activity for , hich
corporations may be organized under the Geueml Corporation Law of Delaware.
FO RTH : The total number of shares of stock which the corporation is authorized to issue
is 150.000 shares having a par vaJue of $0.0 I 00000 per share. No dividend shall be declared or
paid until all claims against the Corporation by any stockholder for amounts credited to suc h
stockholder's loan account witb the Corpor.ition have been repaid in full. Thereafter. the board of
directors of the Corporation (the '·Boartf') ma y declare and pa _ dividends upon the o ut standing
shares of stock of the corporation from time lo time and to such extent as they deem advisable. in
the manner and upon the tenns and conditions provided by the DGCL and the Bylaws of the
Corporation.
FIFTH : 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 by laws of the corporation.
Tax Abatement Agreement between
City o f Fort Worth, PR Carter Di stributi on Center Buildin g 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 .
SEVENTH : In funherance and not in limitation of the powers conferred by the laws of
Delaware. the Board is authorized to amend or repeal the bylaws.
EIGHTH : The Corporation reserves lhe right lo amend or repeal any provision in this
Cenificate of Incorporation in the manner prescribed by the laws of Delaware .
NINTH: The incorporator is Ilarvard 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.
I. the undersign.:d. do make and file thi s r.:stated certificate . and do certify that the facts
herein stated arc true; and have accordingly signed below this August ·, 2020.
Signed and Alll .. -slcd 10 by:
Tax Abatement Agreement between
2
Name: Michael Voss
Title: President
City of Fort Worth, PR Carter Di stribution Center Building F, LP and RSI North America
Page 39 of 40