HomeMy WebLinkAboutContract 30738 i
STATE OF TEXAS § CONTRACT N SECRETARY
COUNTY OF TARRANT §
TAX ABATEMENT AGREEMENT
This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and
between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal
corporation organized under the laws of the State of Texas and acting by and through Dale
Fisseler, its duly authorized Acting Assistant City Manager, and COTT BEVERAGES INC.
(the "Owner"), a Georgia corporation acting by and through its
duly authorized \lt) N1A F CTuiZtKta
The City Council of the City of Fort Worth ("City Council") hereby finds and the City
and Owner hereby agree that the following statements are true and correct and constitute the
basis upon which the City and Owner have entered into this Agreement:
A. On June 15, 2004, the City Council adopted Resolution No. 3092, stating that the
City elects to be eligible to participate in tax abatement and including guidelines and criteria
governing tax abatement agreements entered into between the City and various third parties,
entitled "Tax Abatement Policy Statement for Qualifying Development Projects" (the "Policy
Statement"), which is attached hereto as Exhibit"A" and hereby made a part of this Agreement
for all purposes.
B. The Policy Statement 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 (the"Code").
C. On o e,,r ZoU4 the City Council adopted Ordinance No. I (g 1 S 5 (the
"Ordinance") establishing Tax Abatement Reinvestment Zone No. 50, City of Fort Worth,
Texas (the"Zone").
D. Owner has leased (or will lease prior to the installation of the new tangible
personal property described in Section 1.1 hereof) certain real property located entirely within
the Zone and that is more particularly described in Exhibit "B", attached hereto and hereby
made a part of this Agreement for all purposes (the "Land"). The Land is owned by OTR, an
Ohio general partnership.
E. Owner plans to construct the Required Improvements, as defined in Section 1.1 of
this Agreement, on the Land for the use as and operation of a soft drink bottling facility and
associated warehouse/distribution center(the "Project").
F. On July 27, 2004 Owner submitted an application for tax abatement to the City
concerning the contemplated use of the Land (the "Application"), attached hereto as Exhibit
"C" and hereby made a part of this Agreement for all purposes.
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Tax Abatement Agreement between
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G. The contemplated use of the Land, the Required Improvements, as defined in
Section 1.1, 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
Statement, the Ordinance and other applicable laws, ordinances, rules and regulations.
H. The terms of this Agreement, and the Land and Required Improvements, satisfy
the eligibility criteria of the Policy Statement.
I. Written notice that the City intends to enter into this Agreement, along with a
copy of this Agreement, has been furnished in the manner prescribed by the Code to the
presiding officers of the governing bodies of each of the taxing units in which the Land is
located.
NOW, THEREFORE, the City and Owner, for and in consideration of the terms and
conditions set forth herein, do hereby contract, covenant and agree as follows:
1. OWNER'S COVENANTS.
1.1. Real Property Improvements.
Owner shall expend, or cause to be expended on its behalf, at least $10,077,000 in
Construction Costs by the Completion Deadline, as defined in Section 1.2, to renovate an
existing building on the Land (the "Existing Building") for use as a soft drink bottling
facility and associated warehouse/distribution center (the "Required Improvements")
and shall cause new taxable tangible personal property costing at least $35,000,000
collectively to be placed on the Land as of December 31 of the first year of the
Compliance Auditing Term, as defined in Section 2.6. The Required Improvements are
more particularly described in Attachment (b) of Exhibit "C". Minor variations in the
Required Improvements from the description provided in Attachment (b) of Exhibit "C"
shall not constitute an Event of Default, as defined in Section 4.1. For purposes of this
Agreement, "Construction Costs" shall mean site development costs, actual
construction costs, including contractor fees, the costs of supplies and materials,
engineering fees, architectural fees and other professional, development and permitting
fees expended directly in connection with the Project. The City recognizes that Owner
will request bids from various contractors in order to obtain the lowest reasonable
Construction Costs for the Required Improvements. In the event that bids are below
$35,000,000 for the new taxable tangible personal property which is substantially the
same as that provided in Exhibit"D" and otherwise described in this Agreement, the City
will meet with Owner to negotiate in good faith an amendment to this Agreement so that
Owner is not in default for its failure to expend at least $35,000,000 for new tangible
personal property, with the understanding that the City's staff will recommend, but
cannot guarantee, approval of such amendment by the City Council.
1.2. Completion Date of Required Improvements.
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The Required Improvements shall be deemed complete on the date as of which a
final certificate of occupancy has been issued for the Existing Building, as renovated by
the Required Improvements (the "Completion Date"). Owner covenants and agrees that
the Completion Date shall occur by December 31, 2006 (the "Completion Deadline")
unless delayed by Force Majeure, in which case the December 31, 2006 date shall be
extended by the number of days comprising the specific Force Majeure. For purposes of
this Agreement, "Force Majeure" shall mean an event beyond Owner's reasonable
control, including, without limitation, acts of God, fires, strikes, national disasters, wars
(declared or undeclared), terrorism, riots, material or labor restrictions, and unreasonable
delays by the City in issuing any permits with respect to the Required Improvements or
inspecting any of the Required Improvements, but shall not include construction delays
caused due to purely financial matters involving Owner, such as, without limitation,
delays in the obtaining of adequate financing.
1.3. Use of Land.
Owner covenants that the Required Improvements shall be constructed and the
Land shall be used in accordance with the description of the Project set forth in Exhibit
"C". In addition, Owner covenants that throughout the Abatement Term, the Required
Improvements shall be operated and maintained for the purposes set forth in this
Agreement and in a manner that is consistent with the general purposes of encouraging
development or redevelopment of the Zone.
2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS.
The City will grant to Owner annual personal property tax abatement on taxable tangible
personal property located on the Land for a period of ten (10) years, as specifically provided in
this Section 2 and subject to and in accordance with this Agreement (collectively, the
"Abatement"). There shall be no real property tax abatement on the Land or any real property
improvements located thereon. The actual amount of the Abatement granted under this
Agreement shall be based upon the increase in value of taxable tangible personal property
located on the Land over its value for the 2004 tax year, which is the year in which this
Agreement was entered into, and upon attainment by Owner of certain employment, contracting
and spending benchmarks set forth in this Section 2.
2.1. Amount of Abatement in Years 1-4 of the Abatement Term.
Subject to Section 2.4 of this Agreement, during each the first four (4) years of
the Abatement Term, the Abatement granted hereunder may range up to a maximum of
one hundred percent (100%) of the increased value of taxable tangible personal property
located on the Land, and shall be calculated as follows:
2.1.1. Abatement Based on Construction Cost Expenditures (40%).
Owner shall receive a forty percent (40%) Abatement if Owner spends as
of the Completion Date (i) at least fifty percent (50%) of the total Construction
Costs for the Required Improvements with Fort Worth Companies, as defined in
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Exhibit "A", and (ii) at least twenty-five percent (25%) of the total Construction
Costs for the Required Improvements with Fort Worth Certified M/WBE
Companies, as defined in Exhibit"A".
Determination of compliance with the spending requirements of this
Section 2.1.1 shall be based on spending during the period of time prior to and
including the Completion Date. The maximum percentage of Abatement available
to Owner under this Section 2.1.1 is forty percent (40%). Owner shall not be
eligible for any of the forty percent (40%) Abatement under this Section 2.1.1
unless Owner meets the minimum requirements set forth in both subsections (i)
and (ii) of the paragraph above. Construction Costs spent with Fort Worth
Certified M/WBE Companies shall also count toward the spending goal with Fort
Worth Companies. However, Owner may not offset a deficiency in one
subsection by exceeding its commitment in another subsection. In addition, if the
total Construction Costs expended for the Required Improvements as of the
Completion Date are less than as provided in Section 1.1 of this Agreement, not
only will Owner be ineligible to receive the forty percent (40%) Abatement under
this Section 2.1.1, but an Event of Default, as defined and addressed in Section 4,
shall also occur.
2.1.2. Abatement Based on Employment Goals (Up to 40%).
Owner shall receive a forty percent (40%) Abatement if during the
previous calendar year (i) at least 100 Full-time Jobs are provided and filled on
the Land ("Base Number of Jobs"); and(ii) the greater of fifty percent (50%) of
all Full-time Jobs on the Land, regardless of the total number of Full-time Jobs on
the Land, or fifty (50) Full-time Jobs on the Land were held by Fort Worth
Residents, as defined in Exhibit "A" (the "Base Number of Fort Worth Jobs"),
and (iii) the greater of twenty-five percent (25%) of all Full-time Jobs on the
Land, regardless of the total number of Full-time Jobs on the Land, or twenty-five
(25) Full-time Jobs on the Land were held by Central City Residents, as defined
in Exhibit "A" (the "Base Number of Central City Jobs"). For purposes of this
Agreement, the number of Full-time Jobs held by Central City Residents shall
also count toward the number of Full-time Jobs held by Fort Worth Residents.
However, Owner may not offset a deficiency in one subsection by exceeding its
commitment in another subsection. For purposes of this Agreement, "Full-time
Job" shall mean jobs filled for a period of not less than forty (40) hours per week
or another measurement used to define full-time employment by Owner in
accordance with its then-current company-wide personnel policies and
regulations.
If any or all of the employment goals set forth above were not met in the
previous calendar year, the maximum forty percent (40%) Abatement available in
the following year pursuant to this Section 2.1.2 shall be reduced by (i) two (2)
percentage points for each Full-time Job by which the goal for the Base Number
of Jobs was not met, plus (ii) four (4) percentage points for each Full-time Job by
which the goal for the Base Number of Fort Worth Jobs was not met, plus (iii) six
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(6) percentage points for each Full-time Job by which the goal for the Base
Number of Central City Jobs was not met. In other words, if in a given calendar
year Owner only provided 95 Full-time Jobs on the Land, 49 of which were held
by Fort Worth Residents and 22 of which were held by Central City Residents,
then the percentage of Abatement available pursuant to this Section 2.1.2 would
equal 40%— [5 x 2%] — [I x 4%] — [3 x 6%], or 40%— [10% - 4% - 18%], or 40%
- 32%, or 8%. Determination of compliance with the employment requirements
of this Section 2.1.2 shall be based on Owner's employment data on August 1 of
each year during the Compliance Auditing Term, as defined in Section 2.6.
2.1.3. Abatement Based on Supply and Service Expenditures (Up to 20%).
Owner shall receive a twenty percent (20%) Abatement if during the
previous calendar year Owner spent (i) at least $500,000 in local discretionary
funds for supplies and services directly in connection with Owner's operation of
the Required Improvements and the tangible personal property described in
Section 1.1 of this Agreement ("Supply and Service Expenditures"), and (ii)
the greater of fifty percent (50%) of all Supply and Service Expenditures,
regardless of the total amount of such expenditures, or $250,000 of Supply and
Service Expenditures with Fort Worth Companies, as defined in Exhibit "A", and
(iii) the greater of twenty-five percent (25%) of all Supply and Service
Expenditures, regardless of the total amount of such expenditures, or $125,000 of
Supply and Service Expenditures with Fort Worth Certified M/WBE Companies,
as defined in Exhibit "A".
Determination of compliance with the spending requirements of this
Section 2.1.3 shall be based on spending for an entire calendar year. The
maximum percentage of Abatement available to Owner under this Section 2.1.3 is
twenty percent (20%). Owner shall not be eligible for any of the twenty percent
(20%) Abatement under this Section 2.1.3 unless Owner meets the minimum
requirements set forth in subsections (i), (ii) and (iii) of the paragraph above. For
purposes of this Agreement, Supply and Service Expenditures spend with Fort
Worth Certified M/WBE Companies shall also count toward the spending goal
with Fort Worth Companies. However, Owner may not offset a deficiency in one
subsection by exceeding its commitment in another subsection.
2.2. Amount of Abatement in Years 5-10 of the Abatement Term.
Subject to Section 2.4 of this Agreement, during each of the latter six (6) years of
the Abatement Term, the Abatement granted hereunder may range up to a maximum of
seventy-five percent (75%) of the increased value of taxable tangible personal property
located on the Land, and shall be calculated as follows:
2.2.1. Abatement Based on Employment Goals (Up to 55%).
Owner shall receive a fifty-five percent (55%) Abatement if during the
previous calendar year (i) at least 200 Full-time Jobs are provided and filled on
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the Land ("Increased Base Number of Jobs"); and (ii) the greater of fifty
percent (50%) of all Full-time Jobs on the Land, regardless of the total number of
Full-time Jobs on the Land, or one hundred (100) Full-time Jobs on the Land were
held by Fort Worth Residents, as defined in Exhibit "A" (the "Increased Base
Number of Fort Worth Jobs"), and (iii) the greater of twenty-five percent
(25%) of all Full-time Jobs on the Land, regardless of the total number of Full-
time Jobs on the Land, or fifty (50) Full-time Jobs on the Land were held by
Central City Residents, as defined in Exhibit "A" (the "Increased Base Number
of Central City Jobs").
If any or all of the employment goals set forth above were not met in the
previous calendar year, the maximum fifty-five percent (55%) Abatement
available in the following year pursuant to this Section 2.2.1 shall be reduced by
(i) two (2) percentage points for each Full-time Job by which the goal for the
Increased Base Number of Jobs was not met, plus (ii) four (4) percentage points
for each Full-time Job by which the goal for the Increased Base Number of Fort
Worth Jobs was not met, plus (iii) six (6) percentage points for each Full-time Job
by which the goal for the Increased Base Number of Central City Jobs was not
met. In other words, if in a given calendar year Owner only provided 195 Full-
time Jobs on the Land, 99 of which were held by Fort Worth Residents and 47 of
which were held by Central City Residents, then the percentage of Abatement
available pursuant to this Section 2.1.2 would equal 55%— [5 x 2%] — [1 x 4%] —
[3 x 6%], or 55% — [10% - 4% - 18%], or 55% - 32%, or 23%. Determination of
compliance with the employment requirements of this Section 2.2.1 shall be based
on Owner's employment data on August 1 of each year during the Compliance
Auditing Term, as defined in Section 2.6.
2.2.2. Abatement Based on Supply and Service Expenditures (Up to 20%).
Owner shall receive a twenty percent (20%) Abatement if during the
previous calendar year Owner spent (i) at least $500,000 in Supply and Service
Expenditures, and(ii) the greater of fifty percent (50%) of all Supply and Service
Expenditures, regardless of the total amount of such expenditures, or $250,000 of
Supply and Service Expenditures with Fort Worth Companies, as defined in
Exhibit "A", and (iii) the greater of twenty-five percent (25%) of all Supply and
Service Expenditures, regardless of the total amount of such expenditures, or
$125,000 of Supply and Service Expenditures with Fort Worth Certified M/WBE
Companies, as defined in Exhibit "A".
Determination of compliance with the spending requirements of this
Section 2.2.2 shall be based on spending for an entire calendar year. The
maximum percentage of Abatement available to Owner under this Section 2.2.2 is
twenty percent (20%). Owner shall not be eligible for any of the twenty percent
(20%) Abatement under this Section 2.2.2 unless Owner meets the minimum
requirements set forth in subsections (i), (ii) and (iii) of the paragraph above. In
other words, Owner may not offset a deficiency in one subsection by exceeding
its commitment in another subsection.
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2.3. Effect of Failure to Meet Section 2.1 and Section 2.2 Goals.
Unless specifically identified as an Event of Default, the failure to meet any or all
of the numerical commitments, percentages or goals, as the case may be, for Construction
Costs, employment and Supply and Service Expenditures, as set forth for the first four(4)
years in Sections 2.1.1, 2.1.2 and 2.1.3 and for the latter six (6) years in Sections 2.2.1,
and 2.2.2, shall result only in the reduction of the percentage of Abatement available to
Owner for a given year or a failure to earn an additional percentage of Abatement, and
shall not constitute an Event of Default as defined in Section 4.1 of this Agreement or
trigger the cure periods and remedies set forth in that Section 4.
2.4. Abatement Limitation.
Notwithstanding anything that may be interpreted to the contrary in this
Agreement, Owner's Abatement in a given year shall be based on the increase in the
value of taxable tangible personal property located on the Land since the 2004 tax year,
up to a maximum of $52,500,000. In other words, if the value of taxable tangible
personal property located on the Land in any given year exceeds (i) the value of taxable
tangible personal property located on the Land in the 2004 tax year plus (ii) $52,500,000,
Owner's Abatement for that tax year shall be capped and calculated as if the increase in
the value of taxable tangible personal property on the Land since the 2004 tax year had
only been $52,500,000. For example, and as an example only, if the value of taxable
tangible personal property located on the Land in a given year is $60,000,000 over the
value of such property in the 2004 tax year, Owner's Abatement in that year would apply
only to $52,500,000 of such property and Owner would be required to pay the City
personal property taxes on the remaining $7,500,000 of such property.
2.5. Protests Over Appraisals or Assessments.
Owner shall have the right to protest and contest any or all appraisals or
assessments of the Land and/or improvements or taxable tangible personal property
thereon.
2.6. Terms.
The percentage of overall Abatement available to Owner in any given year will be
based in part on Owner's compliance in the entire previous calendar year with goals for
employment and Supply and Service Expenditures, as outlined in Sections 2.1.2, 2.1.3,
2.2.1 and 2.2.2, as the case may be. The term during which the City will audit Owner's
compliance with such goals shall begin on January 1 following the year in which the
Completion Date occurs (the "Compliance Auditing Term"). The term during which
Owner may receive an Abatement shall begin on January 1 of the year following the first
year of the Compliance Auditing Term (the "Abatement Term"). In other words, taxes
will not be abated until the second tax year following the calendar year in which the
Completion Date occurs. For example, if the Completion Date occurs in 2006, the
Compliance Auditing Term will begin January 1, 2007 and the Abatement Term will
begin January 1, 2008, meaning that the first Abatement granted hereunder would be for
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the 2008 tax year and the last Abatement would be for the 2017 tax year. Unless this
Agreement is terminated earlier in accordance with its terms and conditions, the
Compliance Auditing Term and the Abatement Term shall end on the December 31st
immediately preceding their respective tenth (10th) anniversaries. Information for the
last Compliance Auditing Term shall be submitted as indicated in Section 3.3.
Notwithstanding the foregoing, the Owner shall have the right to elect upon written
notice to the City to designate the calendar year in which the Completion Date occurs as
the first year of the Compliance Auditing Term. Any such designation shall be made on
or before the first day of July of the calendar year next following the year in which the
Completion Date occurs. If the Owner makes such designation, the City's staff and the
Owner will cooperate in good faith to make appropriate adjustments to the requirements
of this Agreement to reflect the same. Such adjustments for the first year of the
Compliance Auditing Term shall include, among other things, (i) "December 1" being
substituted for "August 1" in Sections 2.1.2, 2.2.1 and 3.3.4 of this Agreement, and (ii)
the dollar amounts specified in Section 2.1.3 shall be prorated to reflect the shorter first
year of the Compliance Auditing Term.
2.7. Abatement Application Fee.
The City acknowledges receipt from Owner of the required Application fee of one
percent (1%) of Project's estimated cost, not to exceed $15,000. If Owner diligently
begins or causes to begin construction of the Required Improvements on the Land within
one (1) year from the date of the Application (whether or not Owner actually receives any
Abatement), this Application fee shall be creditable in full to the benefit of Owner against
any permit, impact, inspection or other lawful fee required by the City in connection with
the Project, and any remaining amounts shall be refunded to Owner.
3. RECORDS,AUDITS AND EVALUATION OF PROJECT.
3.1. Inspection of Property.
Between the execution date of this Agreement and December 31 of the calendar
year following the year in which Abatement Term expires, at any time during normal
office hours and following reasonable notice to Owner, the City shall have and Owner
shall provide access to the Land and any improvements thereon in order for the City to
ensure compliance with this Agreement. Owner shall cooperate fully with the City
during any such inspection and/or evaluation. Notwithstanding the foregoing, any
representative of the City must be escorted by Owner's security personnel and no such
inspection shall unreasonably interfere with Owner's operations.
3.2. Audits.
Between the execution date of this Agreement and December 31 of the calendar
year following the year in which the Abatement Term expires, the City shall have the
right to audit the financial and business records of Owner that relate to the Project and
Abatement terms and conditions (collectively, the "Records") in order to determine
compliance with this Agreement and to calculate the correct percentage of t
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available to Owner. Owner shall make all Records available to the City on the Land and
shall otherwise cooperate fully with the City during any audit. The City does not intend
to audit Records pertaining to a given year of the Compliance Auditing Term more than
once unless additional information is brought to the City's attention subsequently or the
City reasonably questions the result of an audit performed hereunder.
3.3. Reports and Filings.
3.3.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within ninety (90) calendar days following execution of this Agreement,
Owner will file a plan with the City as to how the goals for the use of Fort Worth
Certified M/WBE Companies outlined in this Agreement will be attained. Owner
agrees to meet with the City's M/WBE Office and Minority and Women Business
Enterprise Advisory Committee as reasonably necessary for assistance in
implementing such plan and to address any concerns that the City may have with
such plan.
3.3.2. Monthly Spending Reports.
From the date of execution of this Agreement until the Completion Date,
in order to enable the City to assist Owner in meeting its goal for construction
spending with Fort Worth Certified M/WBE Companies, Owner, or its
representatives, will provide the City with a monthly report in a form reasonably
acceptable to the City that specifically outlines the then-current aggregate
Construction Costs expended by and on behalf of Owner with Fort Worth
Certified M/WBE Companies for construction of the Required Improvements and
other improvements constructed on the Land. Owner agrees to meet with the
City's M/WBE Office and Minority and Women Business Enterprise Advisory
Committee as reasonably necessary for assistance in implementing such plan and
to address any concerns that the City may have with such plan.
3.3.3. Construction Spending Report.
Within ninety (90) calendar days following the Completion Date, Owner
will provide the City with a report in a form reasonably acceptable to the City that
specifically outlines the Construction Costs expended by and on behalf of Owner
for construction of the Required Improvements, together with supporting invoices
and other documents necessary to demonstrate that such amounts were actually
paid by, or on behalf of, Owner, including, without limitation, final lien waivers
signed by Owner's general contractor, if any. This report shall also include actual
Construction Costs expended by and on behalf of Owner for construction of the
Required Improvements with Fort Worth Companies and with Fort Worth
Certified M/WBE Companies, together with supporting invoices and other
documents necessary to demonstrate that such amounts were actually paid by or
on behalf of Owner to such contractors or subcontractors.
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3.3.4. Employment Report.
On or before February 1 following the end of each year of the Compliance
Auditing Term, Owner shall provide the City with a report in a form reasonably
acceptable to the City that sets forth (i) the total number of individuals who held
Full-time Jobs on the Land; (ii) the total number of Fort Worth Residents who
held Full-time Jobs on the Land; and the total number of Central City Residents
who held Full-time Jobs on the Land, all as of August 1 of the previous year,
together with reasonable documentation regarding the residency of such
employees; and
3.3.5. Quarterly Supply and Service Spendinp_Report.
Beginning on the Completion Date and for the remainder of the
Compliance Auditing Term, within thirty (30) calendar days following the end of
each calendar quarter Owner will provide or cause to be provided a report to the
City in a form reasonably acceptable to the City that specifically outlines the
aggregate number of dollars expended in the same calendar quarter with Fort
Worth Certified M/WBE Companies for supplies and services provided directly in
connection with the operation of the Required Improvements and the tangible
personal property described in Section 1.1 of this Agreement. Owner agrees to
meet or cause a representative to meet with the City's M/WBE Office and
Minority and Women Business Enterprise Advisory Committee as reasonably
necessary to address any concerns arising from the report. The City will use the
four quarterly reports for each year of the Compliance Auditing Term to
determine whether the amount of Abatement earned for the following year
pursuant to Section 2.2.2.
3.3.6. General.
Owner shall supply any additional information requested by the City that
is reasonably pertinent to the City's evaluation of Owner's compliance with each
of the terms and conditions of this Agreement. Failure to provide all
information required by this Section 3.3 shall constitute an Event of Default, as
defined in Section 4.1. All of the foregoing shall be subject to applicable federal
and state privacy laws and regulations.
3.4. Determination of Compliance.
On or before August 1 of each year during the Compliance Auditing Term, the
City shall make a decision and rule on the actual annual percentage of Abatement
available to Owner for the following year of the Abatement Term based on the City's
audit of the Records and any inspections of the Land and/or the Required Improvements
and shall notify Owner in writing of such decision and ruling. If Owner reasonably
disagrees with the City's decision and ruling, Owner shall notify the City in writing
within fourteen (14) calendar days of receipt. In this event, Owner, at Owner's sole cost
and expense, may request an independent third party who is reasonably atable to_the
i
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City to verify the findings of the City within not more than thirty (30) calendar days
following receipt of Owner's notice to the City, and if any discrepancies are found, the
City, Owner and the independent third party shall cooperate with one another to resolve
the discrepancy. If resolution cannot be achieved, the matter may be taken to the City
Council for consideration in an open public meeting at which both City staff and Owner's
representatives will be given an opportunity to comment. The ruling and determination
by the City Council shall be final.
The actual percentage of the Abatement granted for a given year of the Abatement
Term is therefore based upon Owner's compliance with the terms and conditions of this
Agreement during the previous year of the Compliance Auditing Term. Notwithstanding
the foregoing, if the City makes a decision and ruling that Owner is entitled to the forty
percent (40%) Abatement available pursuant to Section 2.1.1, Owner shall be entitled to
the benefits of such forty percent (40%) Abatement each year of the Abatement Term
without the necessity of providing any additional information and documentation or
obtaining any additional decision or ruling from the City.
4. EVENTS OF DEFAULT.
4.1. Defined.
Owner shall be in default of this Agreement if(i) any of the covenants set forth in
any portion or all of Sections 1.1, 1.2 and 1.3 of this Agreement are not met; or (ii) ad
valorem real property taxes with respect to the Land or the Project, or its ad valorem
taxes with respect to the tangible personal property located on the Land, become
delinquent and Owner does not timely and properly follow the legal procedures for
protest and/or contest of any such ad valorem real property or tangible personal property
taxes; or (iii) subject to Section 2.3 of this Agreement, Owner breaches any of the other
terms or conditions of this Agreement(collectively, each an"Event of Default").
4.2. Notice to Cure.
Subject to Section 5, if the City determines that an Event of Default has occurred,
the City shall provide a written notice to Owner that describes the nature of the Event of
Default. Owner shall have ninety (90) calendar days from the date of receipt of this
written notice to fully cure or have cured the Event of Default. If Owner reasonably
believes that Owner will require additional time to cure the Event of Default, Owner shall
promptly notify the City in writing, in which case (i) after advising the City Council in an
open meeting of Owner's efforts and intent to cure, Owner shall have one hundred eighty
(180) calendar days from the original date of receipt of the written notice, or(ii) if Owner
reasonably believes that Owner will require more than one hundred eighty (180) days to
cure the Event of Default, after advising the City Council in an open meeting of Owner's
efforts and intent to cure, such additional time, if any, as may be offered by the City
Council in its sole discretion.
4.3. Termination for Event of Default and Payment of Liquidated Damap-es.
Page I I
Tax Abatement Agreement between '
City of Fort Worth and Cott Beverages, Inc.
748336 1 SP3 12474 0102 092804
If an Event of Default has not been cured within the time frame specifically
allowed under Section 4.2, the City shall have the right to terminate this Agreement
immediately. Owner acknowledges and agrees that an uncured Event of Default 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) otherwise harm the City, and Owner
agrees that the amounts of actual damages therefrom are speculative in nature and will be
difficult or impossible to ascertain. Therefore, upon termination of this Agreement for
any Event of Default, Owner shall pay the City, as liquidated damages, all taxes that were
abated in accordance with this Agreement for each year when an Event of Default existed
and which otherwise would have been paid to the City in the absence of this Agreement.
The City and Owner agree that this 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 4.3 is intended to provide the City with compensation for actual damages and is
not a penalty. This amount may be recovered by the City through adjustments made to
Owner'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 shall be due, owing and paid to the City within sixty (60) days
following the effective date of termination of this Agreement. 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, Owner shall 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). The City hereby agrees that such liquidated
damages, together with penalties and interest, if applicable, are its sole and exclusive
remedy, at law and in equity, for any default hereunder by Owner.
4.4. Termination at Will.
If the City and Owner mutually determine that the development or use of the Land
or the anticipated Required Improvements are no longer appropriate or feasible, or that a
higher or better use is preferable, the City and Owner may terminate this Agreement in a
written format that is signed by both parties. In this event, (i) if the Abatement Term has
commenced, the Abatement Term shall expire as of the effective date of the termination
of this Agreement; (ii) there shall be no recapture of any taxes previously abated; and (iii)
neither party shall have any further rights or obligations hereunder.
5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS.
The Abatement granted hereunder shall vest only in Owner and cannot be assigned to a
new owner of all or any portion of the Land and/or Required Improvements and/or tangible
personal property on the Land without the prior consent of the City Council, which consent shall
not be unreasonably withheld provided that (i) the City Council finds that the proposed assignee
is financially capable of meeting the terms and conditions of this Agreement and (ii) the
proposed assignee agrees in writing to assume all terms and conditions of Owner under this
Agreement. Owner may not otherwise assign, lease or convey any of its rights under this
Agreement. Any attempted assignment without the City Council's prior consent shall constitute
Page 12
Tax Abatement Agreement between {
City of Fort Worth and Cott Beverages, Inc.
74X336.1 SN 12474 0102 092804
i
grounds for termination of this Agreement and the Abatement granted hereunder following ten
(10) calendar days of receipt of written notice from the City to Owner.
6. NOTICES.
All written notices called for or required by this Agreement shall 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: Owner:
City of Fort Worth Cott Beverages Inc.
Attn: City Manager Attn: Legal Department
1000 Throckmorton 4211 W. Boy Scot Blvd.
Fort Worth, TX 76102 Suite 290
Tampa, FL 33607
with copies to: with copy to:
the City Attorney and Cott Corporation
Economic/Community Development 207 Queens Quay West, Suite 340
Director at the same address Toronto, Ontario
Canada, MSJ IA7
Attention: Legal Department
7. MISCELLANEOUS.
7.1. Bonds.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to rights of holders of outstanding bonds of the City.
7.2. Conflicts of Interest.
Neither the Land nor any of the Required Improvements covered by this
Agreement 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
units in the Zone.
7.3. Conflicts Between Documents.
In the event of any conflict between the City's zoning ordinances, or other City
ordinances or regulations, and this Agreement, such ordinances or regulations shall
control. In the event of any conflict between the body of this Agreement and Exhibit
"C", the body of this Agreement shall control.
7.4. Future Application.
Page 13
Fax Abatement Agreement between
City of Fort Worth and Cott Beverages, Inc.
748336.1 SP3 12474 0102 092804
A portion or all of the Land and/or Required Improvements may be eligible for
complete or partial exemption from ad valorem taxes as a result of existing law or future
legislation. This Agreement shall not be construed as evidence that such exemptions do
not apply to the Land and/or Required Improvements.
7.5. City Council Authorization.
This Agreement was authorized by the City Council through approval Mayor and
Council Communication No. C-20SS3 on dcfo�er 12,20o'f , which, among other
things, authorized the City Manager to execute this Agreement on behalf of the City.
7.6. Estoppel Certificate.
Any party hereto may request an estoppel certificate from another party hereto so
long as the certificate is requested in connection with a bona fide business purpose. The
certificate, which if requested will be addressed to the Owner, shall include, but not
necessarily be limited to, statements that this Agreement is in full force and effect
without default (or if an Event of Default exists, the nature of the Event of Default and
curative action taken and/or necessary to effect a cure), the remaining term of this
Agreement, the levels and remaining term of the Abatement in effect, and such other
matters reasonably requested by the party or parties to receive the certificates.
7.7. Owner Standing.
Owner shall be deemed a proper and necessary party in any litigation questioning
or challenging the validity of this Agreement or any of the underlying laws, ordinances,
resolutions or City Council actions authorizing this Agreement, and Owner shall be
entitled to intervene in any such litigation.
7.8. Venue and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any
action under this Agreement shall lie in the State District Court of Tarrant County, Texas.
This Agreement is performable in Tarrant County, Texas.
7.9. Recordation.
Owner shall cause a certified copy of this Agreement in recordable form to be
recorded in the Deed Records of Tarrant County, Texas.
7.10. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
i
f agc 14
Fax Abatement Agreement between
City of Fort Worth and Cott Beverages, Inc.
748336.1 SP3 12474 0102 092X04 ,�_
7.11. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
7.12. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Owner, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
This Agreement shall not be amended unless executed in writing by both parties and
approved by the City Council. This Agreement may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
7.13. Amendment.
This Agreement may be amended only by the written agreement of the City and
Owner.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
as of the later date below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: By: / Z
Dale Fisseler Peter Vaky
Acting Assistant City Manager Assistant City Attorney
Date: 5 ��., M & C: C-ZD33k /D-l2-D�
ATTEST:
By: t-Ll
City S retary
Page 15
Tax Abatement Agreement between . . "
City of Fort Worth and Cott Beverages, Inc,.
749336.1 SP3 12474 0102 092804
COTT BEVERAGES INC.:
By: �c� c�: �t �t and By:
Name: Name: vti
Title: Title:
Date: G Date:
ATTEST: ATTEST:
B Y ' ^t - B
� Y
Page 16 (�. . .---------�
Tax Abatement Agreement between
City of Fort Worth and Cott Beverages, Inc.
748336.1 sP3 12474 0102 092904
E
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Dale Fisseler,
Acting Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation
organized under the laws of the State of Texas, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by
appropriate resolution of the City Council of the City of Fort Worth and that he executed the
same as the act of the CITY OF FORT WORTH for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2004.
Notary Public in and for
the State of Texas
Notary's Printed Name
HETTiE LM, E
y MY GOIMM%SSION EXPIRES.
July 26,2007
i
748336.1 SP3 12474 0102 092904 j
STATE OF VAJU?QH §
COUNTY OFAI��§
_ BEFORE ME, the undersigned authority, on this day personally appeared
tron� u\aDCx , \j-�- fnPwwcmoofCOTT BEVERAGES INC., 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 COTT BEVERAGES, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of �� , 2004.
cotPR ;�t� ROSE M.LAR08E
* * MY COMMISSK}N#DD 011768
' Q E kF�RES r,'ay 1^,2006
Notary Public in and or _ 'FI ,.oF° e Ee ,13�c N�:ry s N,��s
t e State of L-Oftbf
h'1. LP(BIZ
Notary's Printed Name
STATE OF bf� §
COUNTY OF I QJBC)( *
BEFORE ME, the undersi ed authority, on this day personally appeared
{ � . yAkit , , W- of COTT BEVERAGES INC., 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 COTT BEVERAGES, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
of ,_1)rz�kl�ce-- 52004.
knpQ o PRY P..>c POSE M.I
Q
Notary Public in and for
the State of �: x
R� 3 M . LiA2C)`aE
Notary's Printed Name
748116.1 SP3 12474,0102 092804 1
Ft� �-
"Exhibit All
City of Fort Worth
General Tax Abatement Policy
Effective June 15,2004 through June 14,2006
1. GENERAL PROVISIONS.
I.I. Purpose.
Chapter 312 of the Texas Tax Code allows, but does not obligate or
require, the City to grant a tax abatement on the value added to a particular
property on account of a specific development project that meets the eligibility
requirements set forth in this Policy. In order for the City to participate in tax
abatement, the City is required to establish guidelines and criteria governing tax
abatement agreements. This Policy is intended to set forth those guidelines and
criteria for persons or entities interested in receiving a tax abatement from the
City. This Policy shall expire on June 14, 2006.
1.2. General Eligibility Criteria.
A tax abatement can only be granted to persons or entities eligible for tax
abatement pursuant to Section 312.204(a) of the Texas Tax Code, which persons
or entities as of the effective date of this Policy are (i) the owner of taxable real
property located in a tax abatement reinvestment zone; or (ii) the owner of a
leasehold interest in real property located in a tax abatement reinvestment zone.
Although the City will consider all applications for tax abatement that meet the
eligibility requirements set forth in this Policy, it is especially interested in
development projects that:
• result in the creation of new full-time jobs for Fort Worth Residents and
Central City Residents; and
• are located in the Central City; and
• result in development with little or no additional cost to the City; and
• have a positive impact on Fort Worth Companies and Fort Worth Certified
M/WBE Companies.
1.3. General Exclusions and Limitations.
1.3.1. Lessees of Real Property.
A person or entity seeking tax abatement on real property that is
leased from a third party should be advised that, pursuant to state law, the
City can only abate taxes on the increased value of the taxable leasehold
interest in the real property, if any, and the increase in value of taxable
improvements and tangible personal property located on the real property
and subject to the leasehold interest, if any. Before applying for a tax
abatement from the City, such persons or entities should seek professional
City of Fort Worth General Tax Abatement Policy
Page I of 12
I 4
and legal guidance, and may wish to consult with the appraisal district
having jurisdiction over the property in question, as to whether their
development projects will result in a taxable leasehold interest in the
property and, if so, the anticipated value of that leasehold interest.
1.3.2. Property Located in Neighborhood Empowerment Zones
"NEZs" .
The City Council has designated certain distressed areas of the
City needing affordable housing, economic development and expanded
public services as NEZs. Notwithstanding anything that may be
interpreted to the contrary, this Policy does not apply to property located
in a NEZ. A person or entity seeking tax abatement on property owned or
leased in a NEZ should refer to the NEZ Policy in Appendix .
1.3.3. _Property Located in Tax Increment Reinvestment Zones
"TiFs" .
The City Council has designated certain areas of the City as TIFs.
This Policy does apply to property located in a TIF. However, a person or
entity seeking tax abatement on property owned or leased in a TIF should
be advised that state law requires a TIF's board of directors and the
governing bodies of all taxing jurisdictions contributing tax increment
revenue to a TIF to approve a City tax abatement agreement on property
located in that TIF before the agreement can take effect.
1.3.4. Property Located in Enterprise Zones.
The State of Texas has designated certain areas of the City with
high unemployment as enterprise zones. Various economic development
incentives are available to owners of property located in enterprise zones.
In accordance with state law, all property located within an enterprise zone
is automatically designated as a tax abatement reinvestment zone.
However, the City typically designates individual tax abatement
reinvestment zone overlays when it wishes to grant tax abatements on
property located in an enterprise zone.
2. DEFINITIONS.
Capitalized terms used in this Policy but not defined elsewhere shall have the
following meanings:
Abatement or Tax Abatement - A full or partial exemption from ad valorem taxes on
eligible taxable real and personal property located in a Reinvestment Zone for a specified
period on the difference between (i) the amount of increase in the appraised value (as
City of Fort Worth General Tax Abatement Policy
Page 2of12
reflected on the certified tax roll of the appropriate county appraisal district) resulting
from improvements begun after the execution of a written Tax Abatement Agreement and
(ii) the appraised value of such real estate prior to execution of a written Tax Abatement
Agreement (as reflected on the most recent certified tax roll of the appropriate county
appraisal district for the year prior to the date on which the Tax Abatement Agreement
was executed).
Abatement Benefit Term — The period of time specified in a Tax Abatement
Agreement, but not to exceed ten (10) years, that the recipient of a tax abatement may
receive the Abatement.
Abatement Compliance Term — The period of time specified in a Tax Abatement
Agreement during which the recipient of a tax abatement must comply with the
provisions and conditions of the Tax Abatement Agreement and file an annual report
with the City which outlines and documents the extent of the recipient's compliance with
such provisions and conditions.
Capital Investment- Only real property improvements such as, without limitation, new
facilities and structures, site improvements, facility expansion, and facility
modernization. Capital Investment does NOT include (i) land acquisition costs; (ii) any
improvements existing on the property prior to execution of a Tax Abatement
Agreement; or (iii) personal property such as, without limitation, machinery, equipment,
supplies and inventory.
Central City — A geographic area within the City, defined by the City Council and
shown in the map of Exhibit"A"of this Policy.
Central City Resident—An individual whose principle place of residence is at a location
in the Central City.
Commercial/Industrial Development Project — A development project in which a
facility or facilities will be constructed or renovated on property that is or meets the
requirements to be zoned for commercial or industrial use pursuant to the City's Zoning
Ordinance.
CDBG Eligible Area—Any census tract in which fifty-one percent(51%)or more of the
residents in that census tract have low to moderate incomes, as defined by the United
States Department of Housing and Urban Development.
Fort Worth Certified M/WBE Company — A minority or woman-owned business that
has a principal office located within the corporate limits of the City and has received
certification as either a minority business enterprise (MBE) or a woman business
enterprise (WBE) by the North Texas Central Regional Certification Agency (NCTRCA)
or the Texas Department of Transportation (TxDOT),Highway Division.
City of Fort Worth General Tax Abatement Policy
Page 3 of 12
1 1
Fort Worth Company — A business that has a principal office located within the
corporate limits of the City.
Fort Worth Resident—An individual whose principal place of residence is at a location
within the corporate limits of the City.
Mixed-Use Development Project — A development project in which a facility or
facilities will be constructed or renovated such that (i) at least twenty percent (20%) of
the total gross floor area will be used as residential space and (ii) at least ten percent
(10%) of the total gross floor area will be used for office,restaurant, entertainment and/or
retail sales and service space.
M/WBE Ordinance—City Ordinance No. 15530, as may subsequently be amended, or a
successor ordinance thereto.
Reinvestment Zone — An area designated by the City as a tax abatement reinvestment
zone in accordance with Chapter 312 of the Texas Tax Code.
Residential Development Project — A development project in which a facility or
facilities will be constructed or renovated as multi-family living units on property that is
or meets requirements to be zoned for multi-family or mixed-use pursuant to the City's
Zoning Ordinance.
Supply and Service Expenses — Discretionary expenses incurred as part of normal
business operations on the real property subject to tax abatement, such as, by way of
example only, office supplies,janitorial supplies and professional services.
Tax Abatement Agreement—A written Agreement that the recipient of a tax abatement
must enter into with the City and that outlines the specific terms and conditions
pertaining to and governing the tax abatement.
3. RESIDENTIAL DEVELOPMENT PROJECTS ELIGIBLE FOR TAX
ABATEMENT.
To be eligible for tax abatement under this Policy, a Residential Development
Project must meet all of the criteria set forth in one of the following paragraphs:
3.1. (i) Be located in the Central City; and (ii) Satisfy the Capital Investment
and affordability criteria necessary for a Residential Development Project to be eligible
for tax abatement under the NEZ Policy; and (iii) Meet all of the commitments set forth
in Section 6 of this Policy (Standard Requirements for Residential Development Projects
and Certain Commercial/Industrial and Mixed-Use Development Projects); or
3.2. (i) Be located in a CDBG Eligible Area; and (ii)Have a capital investment
of at least $5 million; and (iii) Cause no greater than 50% of the units be reserved as
City of Fort Worth General Tax Abatement Policy
Page 4 of 12
affordable housing for persons with incomes at or below eighty percent (80%) of median
family income based on family size (as established and defined by the United States
Department of Housing and Urban Development); and (iv) Meet all of the commitments
set forth in Section 6 of this Policy (Standard Requirements for Residential Development
Projects and Certain Commercial/Industrial and Mixed-Use Development Projects); or
3.3. (i)Be located outside of the Central City; and(ii)Have a capital investment
of at least$5 million; and (iii) Cause no fewer than 20% of the units shall to be reserved
as affordable housing for persons with incomes at or below eighty percent (80%) of
median family income based on family size (as established and defined by the United
States Department of Housing and Urban Development); and (iv) Meet all of the
commitments set forth in Section 6 of this Policy (Standard Requirements for Residential
Development Projects and Certain Commercial/Industrial and Mixed-Use Development
Proj ects).
In addition, an applicant for a Residential Development Project tax abatement that
includes, in whole or in part, the renovation of one or more existing structures shall
provide, as part of the applicant's Tax Abatement Application, a detailed description and
the estimated costs of the renovations contemplated.
4. COMMERCIAL/INDUSTRIAL DEVELOPMENT PROJECTS ELIGIBLE
FOR TAX ABATEMENT.
To be eligible for tax abatement under this Policy, a Commercial/Industrial
Development Project must meet all of the criteria set forth in one of the following
paragraphs:
4.1. (i) Have a minimum Capital Investment of$500,000; and (ii) Be located in
the Central City or on property immediately adjacent to the major thoroughfares which
serve as boundaries to the Central City, or within a CDBG Eligible Area; and (iii) meet
all of the commitments of Section 6 of this Policy (Standard Requirements for
Residential Development Projects and Certain Commercial/Industrial and Mixed-Use
Development Projects); or
4.2. (i)Have a minimum Capital Investment of$10 million; and (ii) meet all of
the commitments of Section 6 of this Policy (Standard Requirements for Residential
Development Projects and Certain Convnercial/Industrial and Mixed-Use Development
Projects); or
4.3. (i)Have a minimum Capital Investment of$100 million; and(ii)satisfy
additional requirements that may be set forth by the City on a project-specific basis.
In addition, an applicant for tax abatement on a Commercial/Industrial
Development Project that includes, in whole or in part, the renovation of one or more
City of Fort Worth General Tax Abatement Policy
Page 5 of 12
existing structures shall provide, as part of the applicant's Tax Abatement Application, a
detailed description and the estimated costs of the renovations contemplated.
5. MIXED-USE DEVELOPMENT PROJECTS ELIGIBLE FOR TAX
ABATEMENT.
To be eligible for tax abatement under this Policy, a Mixed-Use Development
Project must meet all of the criteria set forth in one of the following paragraphs:
5.1. (i) Have a minimum Capital Investment of$500,000; and (ii) Be located in
the Central City or on property immediately adjacent to the major thoroughfares which
serve as boundaries to the Central City, or within CDBG Eligible Area; and (iii)meet all
of the commitments of Section 6 of this Policy (Standard Requirements for Residential
and Mixed-Use Development Projects and Certain Commercial/Industrial Development
Projects); or
5.2. (i)Have a minimum Capital Investment of$10 million; and(ii) meet all of
the commitments of Section 6 of this Policy (Standard Requirements for Residential and
Mixed-Use Development Projects and Certain Commercial/Industrial Development
Projects); or
5.3. (i)Have a minimum Capital Investment of$100 million; and(ii)consist of
multiple land uses, whereby no single land use would comprise greater than 40% of the
project's land area, and (iii) emphasize live/work/play opportunities with multi-modal
access; and, (iv) satisfy additional requirements that may be set forth by the City on a
project-specific basis.
In addition, an applicant for tax abatement on a Mixed-Use Development Project
that includes, in whole or in part, the renovation of one or more existing structures shall
provide, as part of the applicant's Tax Abatement Application, a detailed description and
the estimated costs of the renovations contemplated.
6. STANDARD REQUIREMENTS FOR RESIDENTIAL DEVELOPMENT
PROJECTS AND CERTAIN COMMERCIAL/INDUSTRIAL AND
MIXED-USE DEVELOPMENT PROJECTS.
To be eligible for property tax abatement, a Residential Development Project
meeting the requirements set forth in Sections 3.1, 3.2 or 3.3 of this Policy; a
Commercial/Industrial Development Project meeting the requirements set forth in
Sections 4.1 and 4.2 of this Policy; and a Mixed-Use Development Project meeting the
requirements set forth in Sections 5.1 and 5.2 shall meet all of the following
requirements:
City of Fort Worth General Tax Abatement Policy
Page 6 of 12
6.1. Commit to provide full-time employment to a set number and/or a
percentage of full-time jobs offered on the real property where the Development is
located to Central City Residents,which commitment will be agreed upon and set forth in
the Tax Abatement Agreement;and
6.2. Commit to provide full-time employment to a set number and/or a
percentage of full-time jobs offered on the real property where the Development is
located to Fort Worth Residents, which commitment will be agreed upon and set forth in
the Tax Abatement Agreement;and
6.3. Commit to spend a set amount or percentage of total construction costs
and annual Supply and Service Expenses with Fort Worth Companies, which
commitment will be agreed upon and set forth in the Tax Abatement Agreement; and
6.4. For the purposes outlined in the City's M/WBE Ordinance, agree, as a
base goal, to undertake a good faith effort to spend at least twenty-five percent (25%) of
total construction costs and at least twenty-five percent (25%) of annual Supply and
Service Expenses with Fort Worth Certified M/WBE Companies, which goal may be
increased or decreased by the City, after consultation with the Minority and Women
Business Enterprise Advisory Committee, considering all applicable factors with regard
to the specific Development Project, including, but not limited to, capacity, quality and
price, and otherwise in accordance with the process applicable pursuant to the City's
M/WBE Ordinance; and
6.5. As part of the base goal established pursuant to Section 6.4 above, commit
to spend a set amount or percentage of total construction costs and annual Supply and
Service Expenses with Fort Worth Certified M/WBE Companies, which commitments
will be agreed upon and set forth in the Tax Abatement Agreement and, if not met, will
serve to reduce the value of Abatement in accordance with specific terms and conditions
of the Tax Abatement Agreement;and
6.6. Commit to file a plan with the City as to how the goals and commitments
for use of Fort Worth Certified M/WBE Companies will be attained and, in order to
demonstrate compliance with that plan, (i) to file monthly reports with the City and the
Minority and Women Business Enterprise Advisory Committee throughout the
construction phase of any improvements required by the Tax Abatement Agreement
reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies,
and (ii) from the start of the First Compliance Auditing Year (as defined in Section 8)
until expiration of the Tax Abatement Agreement, to file quarterly reports with the City
reflecting then-current expenditures made with Fort Worth Certified M/WBE Companies.
The City Council may, in its sole discretion, require a Commercial/Industrial
Development Project meeting the criteria set forth in Section 4.3 of this Policy and a
Mixed-Use Development Project meeting the criteria set forth in Section 5.3 of this
Policy to satisfy some, all or none of the requirements set forth in this Section 6.
City of Fort Worth General Tax Abatement Policy
Page 7 of 12
7. TAX ABATEMENT CALCULATION.
All Tax Abatement Agreements shall require the recipient to construct or cause
construction of specific improvements on the real property that is subject to the
abatement. Failure to construct these specific improvements at the minimum Capital
Investment expenditure and by the deadline established in the Tax Abatement Agreement
shall give the City the right to terminate the Tax Abatement Agreement. The amount of a
particular tax abatement shall be negotiated on a case-by-case basis and specifically set
forth in the Tax Abatement Agreement. The calculation of tax abatement for a
Commercial/industrial Project that meets the requirements of Section 4.3 of this Policy or
for a Mixed-Use Development Project that meets the requirements of Section 5.3 of this
Policy shall be negotiated on a case-by-case basis and governed solely by the terms and
conditions of the Tax Abatement Agreement. The calculation of tax abatement for any
other project shall be negotiated on a case-by-case basis, but shall be governed directly in
accordance with the degree to which the recipient meets the four (4) commitments set
forth in Sections 6.1, 6.2, 6.3 and 6.4 of this Policy, which will be outlined in the Tax
Abatement Agreement. A Tax Abatement Agreement may establish a base abatement
that is (i) reduced in accordance with the recipient's failure to meet one or more of such
commitments or (ii) increased in accordance with the recipient's meeting and/or
exceeding one or more of such commitments.
8. TAX ABATEMENT IMPLEMENTATION.
The term of a tax abatement shall be negotiated on a case-by-case basis and
specified in the Tax Abatement Agreement. The City will audit and determine the
recipient's compliance with the terms and conditions of the Tax Abatement Agreement
for a full calendar year prior to the first year in which the tax abatement is available (the
"First Compliance Auditing Year"). The Compliance Auditing Year shall either be the
full calendar year in which a final certificate of occupancy is issued for the improvements
required by the Tax Abatement Agreement for the real property subject to abatement or
the following calendar year, as negotiated and set forth in the Tax Abatement Agreement.
The first tax abatement will be available to the recipient for the tax year following the
Compliance Auditing Year. In other words, the degree to which the recipient meets the
commitments set forth in the Tax Abatement Agreement will determine the percentage of
taxes abated for the following tax year. The City will continue to audit and determine the
recipient's compliance with the terms and conditions of the Tax Abatement Agreement
for each subsequent calendar year, which findings shall govern the percentage of taxes
abated for the following tax year,until expiration of the Tax Abatement Agreement.
9. TAX ABATEMENT APPLICATION PROCEDURES.
Each tax abatement application shall be processed in accordance with the
following standards and procedures:
City of Fort Worth General Tax Abatement Policy
Page 8 of 12
9.1. Submission of Application.
If a given development project qualifies for tax abatement pursuant to the
eligibility criteria detailed in Section 4, Section 5 or Section 6 of this Policy, as
the case may be, an applicant for tax abatement must complete and submit a City
of Fort Worth Tax Abatement Application (with required attachments) (the
"Application"). An Application can be obtained from and should be submitted
to the City's Economic and Community Development Department. In order to be
complete, the Application must include documentation that there are no
delinquent property taxes due for the property on which the development project
is to occur.
9.2. Application Fee.
Upon submission of the Application, an applicant must also pay an
application fee. This application fee shall be the lesser amount of(i) one percent
(1%) of the proposed project's Capital Investment and value of personal property
qualifying for Abatement or (ii) $15,000 ("Application Fee"). Regardless of
whether the City ultimately grants the applicant a Tax Abatement, if substantive
construction on the project, as determined by the City in its sole and reasonable
discretion,has been undertaken on the property specified in the application within
one (1) year following the date of its submission, this Application Fee shall be
credited to any permit, impact, inspection or other fee paid by the applicant and
required by the City directly in connection with the proposed project. Otherwise,
the Application Fee shall not be credited or refunded to any party for any reason.
9.3. Application Review and Evaluation.
The Economic and Community Development Department will review an
Application for accuracy and completeness. Once complete, the Economic and
Community Development Department will evaluate an Application based on the
perceived merit and value of the project, including, without limitation, the
following criteria.
• Types and number of new jobs created, including respective wage rates,
and employee benefits packages such as health insurance, day care
provisions, retirement packages, transportation assistance, employer-
sponsored training and education, and any other benefits;
• Percentage of new jobs committed to Fort Worth Residents;
• Percentage of new jobs continitted to Central City Residents;
• Percent of construction contracts committed to (1) Fort Worth Companies
and (ii)Fort Worth Certified M/WBE Companies;
City of Fort Worth General Tax Abatement Policy
Page 9 of 12
• Percentage of Supply and Service Contract expenses committed to (i)Fort
Worth Companies and(ii)Fort Worth Certified M/WBE Companies;
• Financial viability of the project;
• The project's reasonably projected increase in the value of the tax base;
• Costs to the City (such as infrastructure participation, etc.);
• Remediation of an existing environmental problem on the real property;
• The gender, ethnic background and length of employment of each member
of the applicant's board of directors, governing body or upper
management, as requested by the City; and
• Other items that the City may determine to be relevant with respect to the
project.
Based upon the outcome of the evaluation, the Economic and Community
Development Office will present the Application to the City Council's Central
City Revitalization and Economic Development Committee. In an extraordinary
circumstance, the Economic and Community Development Department may elect
to present the Application to the full City Council without initial input from the
Central City Revitalization and Economic Development Committee.
9.4. Consideration b�y Council Committee.
The City Council's Central City Revitalization and Economic
Development Committer; will consider the Application in an open meeting or, if
circumstances dictate and the law allows, a closed meeting. The Committee may
either (i) recommend approval of the Application, in which case City staff will
incorporate the terms of the Application into a Tax Abatement Agreement for
subsequent consideration by the full City Council with the Central City
Revitalization and Economic Development Committee's recommendation to
approve the Agreement; (ii) request modifications to the Application, in which
case Economic Development Office staff will discuss the suggested modifications
with the applicant and, if the requested modifications are made, resubmit the
modified Application to the Central City Revitalization and Economic
Development Committee for consideration; or (iii) deny to recommend
consideration of the Application by the full City Council.
9.5. Consideration by the City Council.
A Tax Abatement Agreement will only be considered by the City Council
if the applicant has first executed the Tax Abatement Agreement. The City
City of Fort Worth General Tax Abatement Policy
Page 10 of 12
Council retains sole authority to approve or deny any Tax Abatement Agreement
and is under no obligation to approve any Application or Tax Abatement
Agreement.
10. GENERAL POLICIES AND REQUIREMENTS.
Notwithstanding anything that may be interpreted to the contrary herein, the
following general terms and conditions shall govern this Policy:
10.1. A tax abatement shall not be granted for any development project in which
a building permit application ha" been filed with the City's Development Department. In
addition, the City will not abate taxes on the value of real or personal property for any
period of time prior to the year of execution of a Tax Abatement Agreement with the
City.
10.2. The applicant for a tax abatement must provide evidence to the City that
demonstrates that a tax abatement is necessary for the financial viability of the
development project proposed.
10.3. In accordance with state law, the City will not abate taxes levied on
inventory, supplies or the existing tax base.
10.4. An applicant for tax abatement shall provide wage rates, employee benefit
information for all positions of employment to be located in any facility covered by the
Application.
10.5. Unless otherwise specified in the Tax Abatement Agreement, the amount
of real property taxes to be abated in a given year shall not exceed one hundred fifty
percent (150%) of the amount of the minimum Capital Investment expenditure required
by the Tax Abatement Agreement for improvements to the real property subject to
abatement multiplied by the City's tax rate in effect for that same year, and the amount of
personal property taxes to be abated in a given year shall not exceed one hundred fifty
percent (150%) of the minimum value of personal property required by the Tax
Abatement Agreement to be located on the real property, if any, subject to abatement
multiplied by the City's tax rate i.n effect for that same year.
10.6. The owner of real property for which a Tax Abatement has been granted
shall properly maintain the property to assure the long-term economic viability of the
project. In addition, if a citation or citations for City Code violations are issued against a
project while a Tax Abatement .Agreement is in effect, the amount of the tax abatement
benefit will be subject to reduction, as provided in the Tax Abatement Agreement.
10.7. If the recipient of a tax abatement breaches any of the terms or conditions
of the Tax Abatement Agreement and fails to cure such breach in accordance with the
Tax Abatement Agreement, the City shall have the right to terminate the Tax Abatement
City of Fort Worth General Tax Abatement Policy
Page l l of 12
Agreement. In this event, the recipient will be required to pay the City any property taxes
that were abated pursuant to the Tax Abatement Agreement prior to its termination.
10.8. As part of the consideration under all Tax Abatement Agreements, the
City shall have, without limitation, the right to (i) review and verify the applicant's
financial statements and records related to the development project and the abatement in
each year during the term of the Tax Abatement Agreement prior to the granting of a tax
abatement in any given year and (ii) conduct an on-site inspection of the development
project in each year during the term of the Tax Abatement to verify compliance with the
terms and conditions of the 'Tax Abatement Agreement. Any incidents of non-
compliance will be reported to all taxing units with jurisdiction over the real property
subject to abatement.
10.9. The recipient of a tax abatement may not sell, assign, transfer or otherwise
convey its rights under a Tax Abatement Agreement unless otherwise specified in the
Tax Abatement Agreement. A sale, assignment, lease, transfer or conveyance of the real
property that is subject to the abatement and which is not permitted by the Tax
Abatement Agreement shall constitute a breach of the Tax Abatement Agreement and
may result in telnunation of the: Tax Abatement Agreement and recapture of any taxes
abated after the date on which th-,breach occurred.
City of Fort Worth General Tax Abatement Policy
Page 12 of 12
f
Exhibit"B"
LAND
BEING A 25.121 ACRE TRACT OF LAND SITUATED IN THE LORENZO D. BURNETT
SURVEY, ABSTRACT NO. 177, TARRANT COUNTY, TEXAS AND BEING ALL OF LOT
1, BLOCK 314, AREA 3, SECTION 5, CENTREPORT, AN ADDITION TO THE CITY OF
FORT WORTH RECORDED IN PLAT VOLUME 388/192, PAGE 80, COUNTY RECORDS,
TARRANT COUNTY, TEXAS, SAID 25.121 ACRE TRACT OF LAND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING AT A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER &
BURGESS", BEING THE MOST SOUTHERLY CORNER OF AREA 3, SECTION 3,
CENTREPORT, AS RECORDED IN PLAT VOLUME 388/176, PAGES 70 AND 80,
COUNTY RECORDS, TARRANT COUNTY, TEXAS, SAID POINT ALSO BEING IN THE
SOUTHERLY RIGHT-OF-WAY OF TRINITY BOULEVARD (A 120 FOOT WIDE PUBLIC
RIGHT-OF-WAY);
THENCE S 59 005'38" E, A DISTANCE OF 259.34 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS", SAID POINT BEING THE
BEGINNING OF A CURVE TO THE RIGHT;
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 1,140.00
FEET, A CENTRAL ANGLE OF 21 049'02", AN ARC LENGTH OF 434.09 FEET AND A
LONG CHORD OF S 48 011'08" E, A DISTANCE OF 431.47 FEET TO A 5/8 INCH IRON
ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" BEING THE BEGINNING
OF CURVE TO THE RIGHT, SAID POINT BEING THE POINT OF BEGINNING OF THE
HEREIN DESCRIBED TRACT OF LAND;
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 1,140.00
FEET, A CENTRAL ANGLE OF 19 019'31", AN ARC LENGTH OF 384.51 FEET AND A
LONG CHORD OF S 27 036'51" E, A DISTANCE OF 382.69 FEET TO A 5/8 INCH IRON
ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS", SAID POINT BEING THE
BEGINNING OF CURVE TO THE RIGHT;
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 1,375.00
FEET, A CENTRAL ANGLE OF 16 043'35", AN ARC LENGTH OF 401.41 FEET AND A
LONG CHORD OF S 09035'18" E, A DISTANCE OF 399.98 FEET TO A 5/8 INCH IRON
ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE S 01°13'31" E, A DISTANCE OF 131.01 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE S 00 001'26" W, A DISTANCE OF 70.01 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS", SAID POINT BEING IN THE
NORTHERLY RIGHT-OF-WAY OF THE CITY OF FORT WORTH AND THE CITY OF
DALLAS RAILROAD, RECORDED IN VOLUME 7726, PAGE 1848, SAID COUNTY
RECORDS; ---- -;
Exhibit "B"
749116.1 SH 12474 0102 0924U4
THENCE N 88 052'49" W, ALONG SAID NORTHERLY RIGHT-OF-WAY, A DISTANCE
OF 1,178.13 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER
&BURGESS";
THENCE N 01007'11" E, ALONG SAID RIGHT-OF-WAY, A DISTANCE OF 50.00 FEET
TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE N 88 052'49" W, ALONG SAID NORTHERLY RIGHT-OF-WAY, A DISTANCE
OF 118.89 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER &
BURGESS";
THENCE N 01 007'11" E, LEAVING SAID NORTHERLY RIGHT-OF-WAY, A DISTANCE
OF 883.08 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER &
BURGESS", SAID POINT BEING THE BEGINNING OF A CURVE TO THE LEFT;
THENCE NORTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 996.0 FEET,
A CENTRAL ANGLE OF 05 047'53", AN ARC LENGTH OF 100.79 FEET AND A LONG
CHORD OF N 64 025'07" E, A DISTANCE OF 100.75 FEET TO A 5/8 INCH IRON ROD
WITH PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE S 01 007'11" W, A DISTANCE OF 92.34 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE S 88 052'49" E, A DISTANCE OF 887.16 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS";
THENCE N 52 043'23" E, A DISTANCE OF 70 FEET TO THE POINT OF BEGINNING AND
CONTAINING 1,094.290 SQUARE FEET OR 25.121 ACRES OF LAND, MORE OR LESS
Exhibit "B"
748316.1 SP3 12474 0102 092804
Exhibit"C.'.
Incentive Application
GENERAL INFORMATION
1. Applicant Information:
Cott•Bevemges Inc.
4211 West Boy Scout Boulevard
Tampa,Florida 33607
Mr.Matthew A.Kane,Jr.,Vice President Law,and Assistant Secretary
(813)313-1724(Office)
(813)871-5181(Fax)
(813)503-8023(Cell)
rnkanerallLcaft com(Email)
2. Project Site Information
15200 Trinity Boulevard,Ft.Worth,Texas;Trinity Industrial
3. Development requests that will be sought for the project:
None
4. Incentives Requested:
➢Tax Abatement
➢Assistance with Workforc*Development _
5. Specify all of the policy provisions which establish eligibility for the requested Incentive(s)
We understand that to be eligible for property tax abatement,a Commercial/Industrial Development Project
meeting the requirements set forth in Sections 4.1 and 4.2 of The City of Fort Worth General Tax Abatement
Policy("Policy")must meet all of the following requirements. The specifications of how we intend to do so
are addressed later in this application.
1. Cott must commit to provide full-time employment to a set number and/or a percentage of full-time
jobs offered on the real property where the.Development is located to Central City Residents,which
commitment will be agree upon and set forth in the Tax Agreement; and
2. Cott must commit to provide full-time employment to a set number and/or a percentage of full-time
jobs offered on the real property where the Development is located to Forth Worth Residents,which
commitment will be agreed upon and set forth in the Tax Abatement Agreement; and
3. Cott must commit to spend a set amount or percentage of total construction costs and annual Supply
and Service Expenses with Forth Worth Companies,which commitment will be agreed upon and set
forth in the Tax Abatement Agreement;and
4. For the purposes outlined in the City's M/WBE Ordinance,agree,as a base goal,to undertake a good
faith effort to spend at least twenty-five percent(25%)of total construction costs and at least twenty.
five percent(25 0/9)of annual Supply and Service Expenses with Forth Worth Certified M/WBE
Companies,which goal may be increased or decreased by the City,after consultation with the Minority
and Women Business Enterprise Advisory Committee,considering all applicable factors with regard to
the specific Development Project,including,but not limited to,capacity,quality and price, - ----
1
otherwise in accordance with the process applicable pursuant to the City's M/WBE Ordinance; and
5. As part of the base goal.established pursuant to Section 4 above,commit to spend a set amount or
percentage of total construction costs and annual Supply and Service Expenses with Forth Worth
Certified M/WBE Companies,which commitments will be agreed upon and set forth in the Tax
Abatement Agreement and,if not met,will serve to reduce the value of Abatement in accordance with
specific terms and conditions of the Tax Abatement Agreement;and
6. Cott must commit to file a plan with the City as to how the goals and commitments for use of Ft.
Worth Certified W"E Companies will be attained and,in order to demonstrate compliance with that
plan,(i)to file monthly reports with the City and the Minority and Women Business Enterprise
Advisory Committee throughout the construction phase of any improvements required by the Tax
Abatement Agreement reflecting then-current expenditures made with Fort Worth Certified M/WBE
Companies and(ii)from the start of the First Compliance Auditing Year(as defined in Section 8)until
expiration of the Tax Abatement Agreement,to file quarterly reports with the City reflecting then-
current expenditures made with Forth Worth Certified M/WBE Companies.
We understand that the City Council may,in its sole discretion,require a Commercial/Industrial Development
Project meeting the criteria set forth in Section 4.3 of the Policy to satisfy some,all or none of the requirements set
forth in this Section.
Regarding the application review and evaluation,we understand that the Economic and Community Development
Department will review our Application for accuracy and completeness. Once complete,the Economic and
Community Development Department will evaluate our Application based on the perceived merit and value of the
project,including,without limitation,the following criteria:
1. Types and number of new jobs created,including respective wage rates,'and employee benefits
packages such as health insurance,day care provisions,retirement packages,transportation assistance,
employer-sponsored training and education,and any other benefits;
2. Percentage of new jobs committed to Fort Worth.Residents;
3. Percentage of new jobs committed to Central City Residents;
4. Percent of construction contracts committed to(i)Forth Worth Companies and(ii)Fort Worth
Certified M/WBE Companies;
5. Percentage of Supply and Service Contract expenses committed to(i)Fort Worth Companies and(ii)
Fort Worth Certified M/WBE Companies;
6: Financial viability of the project;
7. The project's reasonably projected to increase in the value of the tax base;
8. Costs to the City(such as infrastructure participation,etc.);
9. Remediation of an existing environmental problem on the real property;
10. The gender,ethnic background and length of employment of each member of the.applicants board of
directors,governing body or upper management,as requested by the City;and
11. Other items that the City may determine to be relevant with respect to the project.
Based upon the outcome of the evaluation,we understand that'the Economic and Community Development Office
will present the Application to the City Council's Central City Revitalization and Economic Development
Committee.
2
6. Do you Intend to pursue abatement of County Taxes:
Yes
7. What level of abatement will you request: Years: 10;Percentage? 100%yrs 1-3,then 75%
8. Type of Project: Commercial./Industrial
9. Will this be a relocation: This will be a new employer to the Dallas/Ft.Worth Metroplex. Cott does not
have a presence in the area.
.10. Please provide a brief description of the project.
Cott Beverages is interested in becoming an active corporate citizen in the Fort Worth,Texas market by
establishing a 500,000 square foot bottling facility and associated warehouse space. Our company is very
employee and customer focused,and we will be hiring a substantial number of residents at high pay scales.
We estimate our initial workforce will total 100 employees,with approximately 95 being new hires in the
area. Our projections show our employment growing to approximately 200 employees in five years. A
breakdown of pay scales is summarized later in this application. We will spend over$10 million renovating
the facility we have identified,and we will invest approximately$40 million in equipment. Our annual
discretionary expenditures will total roughly$500,000. Inventory levels will be$6 million. This Fort Worth
facility will be integral in furthering our corporate goals as it will be our 1016 U.S.plant and will be built
utilizing state-of-the-art technology: We have evaluated multiple locations and municipalities,and we have
impressed by the Fort Worth area given its favorable business climate,good workforce,willingness of the
City to cooperate in identifying and securing employees,and its proximity to the interstates and airport.
Cott Corporation("Cott")is the world's largest producer of Retailer Branded Carbonated Soft Drinks,(CSD).
Cott has expanded in recent years through a series of strategic acquisitions and by strong organic growth,
Supermarkets,mass merchandisers,drug stores and convenience stores are among Cott's largest customer
groups-
As a fully integrated supplier to customers,Cott creates beverage formulas,makes concentrates,manufactures
soft drinks and markets its products in many countries of the world. Its core geographies-United States,
Canada and United Kingdom—account for the great majority of sales. Revenues for 2003 totaled over$1.4
billion for Cott,with over 70%of sales being generated by Cott Beverages Inc.,the US operating company
within the Cott family of companies. Altogether,the Company operates 19 manufacturing plants in four
countries,including 9 in the United States. Cott products include carbonated soft drinks,juices and blends,
seltzers,spring water and purified drinking water,and clear sparkling tlavoredbeverages."Cotfis'
headquartered in Toronto,Canada,with offices and operations in the U.S.,Canada,the U.K.and Mexico. Its
2,800 employees include professionals in research,procurement,manufacturing,distribution,marketing and
customer service. The Company's research and technology center is located in Columbus,Georgia.
Focused principally on growing its Customers'Brands including Wal-Mart and HEB to name a few'.Cott also
sells beverages under Company registered trademarks such as Cott®,Stars&Stnpes®, V=6 and Vintage®
and through a network of RC®International bottlers in more than 60 countries outside North America.
Financial highlights from 2003 include sales rising to an all-time high,going up to 18%to$1.4 billion. And
operating income climbed 21%to a record$148.9 million.
The Fort Worth facility would be housed in an existing building located at 15200 Trinity Boulevard. This
facility,formerly occupied by Mattel,has been sitting vacant for approximately 2'years. Cott will spend in
excess of$10 million renovating the building and approximately$40 million to equip the facility. There will
be approximately$6 million in inventory housed in the facility,and we will employ 100 personnel initially
3 _ _ ,
with growth over time,up to 200 employees. Additionally,we expect annual supply purchases to be approx
$1.2 million,and we expect to spend approx$500,000 annually on discretionary services and supplies.
Fort Worth will not experience any out-of-pocket cost associated with this project. The most direct benefits
will be the high number of employees hired and the ongoing tax base generated by this facility. Moreover,
this project will accomplish the following:
➢ Result in the creation of a significant number of new full-time jobs for Fort Worth.Residents and Central
,.City Residents;and
Will be located near the Central City and
Result in development with little or not additional cost to the City and
➢ Have a positive impact on Fort Worth Companies and Fort Worth Certified M/WBB Companies;and
➢ Will remove a vacant,unproductive warehouse facility from the market and convert it to a productive
part of the community with an investment in excess of$40 million of equipment(which is more a
valuable use from a personal property tax perspective than if it were occupied by a pure distribution
company);and
➢ The economic multiplier effect resulting from the creation of this business and its ongoing operation will
generate significant opportunities for the Fort Worth economy overall.
11. Project Description
A. Real Estate:Develop,Iuent
1. Current Assessed Valuation of:
Land:$4,377,024; Improvements: $7,288,700
2. Renovation of existing: 508,000SF
Cost of construction renovations: $10,077,000(estimated)
3. Not applicable
4. Site Development(parking,fencing,landscaping,etc.):
Type of work to be done: Renovations of existing facility. .
Cost of Site Development(included in the$$10,077,000 referenced above).
The real estate asset will be leased by Cott from the building owner.
B, Personal Property&Inventory
1. Personal Property:
• Cost of equipment,machinery,furnishing,etc.: $40,000,000
• Purchase or lease? Purchase
• Asset life:Estimated 10 Years
• Amortization period: Bstimated.l0 Years
2. Inventory&Supplies:
• Value of Inventory: $6,000,000 Supplies: $ 1,200,000
4
• Percent of inventory eligible for Freeport exemption(inventory,exported from Texas within
175 days): 0%
12. Employment and Job Creation:
A. During Construction:
1. Construction begins 0 Quarter of 2004
2. How many construction jobs will be created?200—300
3. What is the estimated payroll for these jobs?$6,500,000
D. From Develovment
1. How many persons are currently employed? None
2. What percent of current employees above are Fort Worth residents? None
3. What percent of current employees above are Central City residents?None
4. Please complete the following table for new jobs to be created.
First Year BI Fifth Year By Tenth Year
Jobs to be Created Approx 100 Approx.200 Approx 200
Less Transfers* Approx 5 Approx 5 Approx 5
Net Jobs Approx 95 Approx 195 A o rox 195
%of Net Jobs to be filled' . 50% 50% 50016
by Fort Worth Residents
%of Net Jobs to be filled 25% 25% 25%
by Central City Residents
*Employee transfers:Employee Transfers will be from within the Cott organization. It is not determined from
which facilities these transfers will come from.
Attachment"H"includes a description of the jobs to be created,tasks to be performed for each,wage rate for each
classification. Attachment-"I"includes a brief description of the employee benefit package(s)offered including the
portion paid by employee and employee respectively..
13. Local Commitments:
A. During Construcdon
1. What percent of the construction costs described in question 11 above will be committed to:
• Fort Worth businesses? 50%
• Fort Worth Certified Minority and Women Business Enterprises? 25-35%
B. For Annual Sunnly&Servlce Useds
Regarding discratioma mVply and services(i.e.landscaping,office or manufacturing supplies,
janitorial services,etc.):
1. What is the annual amount of discretionary supply and service expenses?Approx$500,000
5
2. What percentage will be committed to Fort Worth businesses? SO'/o
3. What percentage will be committed to Fort Worth Certified Minority and Women Business
Enterprises? 25-35%
DISCLOSURES
14. No person or firm will be 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.
15. The following information is included as attachments:
a) A site plan of the project.
b) Explanation of why tax abatement is necessary for the success of this project, including a business
pro-forma.
c) Environmental impacts associated with this project.
d) Infrastructure improvements(water,sewer,streets,etc.)that will be constructed as part of this project.
e) Direct benefits to the City of Fort Worth as a result of this project.
f) A legal description or surveyor's certified metes&bounds description.
g) A copy of the most recent property tax statement from the Tarrant Appraisal District.
h) A description of the jobs to be created(technician,engineer,manager,etc.),tasks to be performed for
each,and wage rate for each classification.
i) A-brief description of the employee benefit packages(s)offered(i.e.health insurance,retirement,
public transportation assistance,day care provisions,etc.)including portion paid by employee and
employer respectively.
j) A plan for the utilization of Fort Worth Certified M/WBE companies.
k) A listing of the applicant's Board of Directors.
6
i
a) Site plan of the nrofmL
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b) Explanation of why tax g11 atemen b necessary for the success of this
prol ect.including a baslness pro-forma.
Cott Beverages is interested in becoming an active corporate citizen in the Fort.Worth,Texas market by
establishing a 500,000 square foot bottling facility and associated warehouse space. Our company is very
employee and customer focused,and we will be hiring a substantial number of residents at High pay scales.
This Fort Worth facility will be integral in furthering our corporate goals as it will be our 101e U.S.plant and
will be built utilizing state-of-the-art technology. However,in order to make such a large financial
commitment to Fort Worth,Cott must secure tax abatements so that corporate expenses are more consistent
with other Cott plants across the country,as well as other locations under consideration. As previously
referenced,we will invest approximately$40 million for equipment in the facility. Given the tax rate for the
City of Fort Worth,this significant investment would yield a high annual personal property tax bill,
significantly higher than other municipalities considered,and high when compared to other Cott plants.
Due to the magnitude of this corporate investment,Cott has evaluated several municipalities for this new
facility,and all the municipalities considered have offered tax abatements for our commitment to their area.
Given the$40 million investment Cott is placing in this market,the feasibility of the project is driven by the
tax abatements that Cott is seeking from the City of Fort Worth. Our business operates off narrow profit
margins,thus it is imperative that we seek the most cost effective solution for this new business investment.
We expect this facility to employ approximately 100 employees during the early years of its operation and we
expect the number of employees to grow to 200 as the operation matures. We expect that the facility will
generate approximately$150 million in revenue within the second full year of operation and will become
Colt's single largest production facility. The estimated renovation costs for the building are as follows:
Site Improvements $880,060
Building Improvements $3,057,000
Mechanical.Systems $2,9801000
Electrical Improvements $2,030,000
Sprinkler Upgrades $200,000
Misc Support Systems $430,000
Engineering $500,006
Total $10,077,000
The estimated cost for production and manufacturing equipment for the facility is greater than$40 million.
This investment is in addition to the$10,077,000 for building renovations. Additionally,we expect
inventory levels to be constant at approximately$6 million,and annual supply purchases being$1.2 million.
We also expect to spend approx$500,000 annually on discretionary services and supplies.
8
c) uAronmental I,mRitds associated with this project.
There should be no deirimental environmental impacts associated with this project, Our operation will
be a state-of-the-art facility that does not pollute or contaminate the environment and will operate
within any applicable environmental guidelines. We will consume approximately 60,000 gallons of
water per hour and we will generate approximately 12,500 gallons of waste water per hour. Obviously
at these levels,Cott will generate significant revenue for the City of Fort Worth Water Department
Moreover,the waster water generated by this facility has been discussed with Laly Joseph of the
Pretreatment Services Division of the Fort Worth Water Department,and there is no concern regarding
our process.
9
d) InfrUkat are im_provemen acv( ter,sewer,greets'etc.)
that will be constructed as part of this protect.
Cott will upgrade the.water,gas,and sewer lines running through the facility..The water main will be
upgraded to an 8"or 10"line. The gas line will be upgraded to a3"line. The sewer drainage will be
separately metered The water consumption of this facility will reach 60,000 gallons per hour,and the
wastewater will be approximately 12,500 gallons per hour. Obviously these levels of use will generate
significant revenues for the city of Fort Worth Water Department.
10
e) Direct beneflts_to-the City of Foil t Worth al result of Lbis nroiect.
Fort Worth will not experience any out-of-pocket cost associated with this project. The most direct
benefits will be the high number of employees hired(we will employ approximately 130 employees in
the early years of this business,with full employment estimated at 200)and the ongoing tax base
generated by this facility. Moreover,this project will accomplish the following:
D Result in the creation of a significant number of new full-time jobs for Fort Worth Residents and
Central City Residents;and
➢ Will be located near the Central City;and
➢ Result in development with little or not additional cost to the City, and
Have a positive impact on Fort Worth Companies and Fort Worth Certified I*ME Companies;
and
Will remove a vacant,unproductive warehouse facility from the market and convert it to a
productive'part of the community with an investment in excess of$40 million of equipment
(which is more a valuable use from a personal property tax perspective than ifit were occupied by
a pure distribution company);and
➢ The economic multiplier effect resulting from the creation of this business and its ongoing
operation will generate significant opportunities for the Fort Worth economy overall.
In addition to the above benefits,Cott is an excellent corporate citizen and quality employer. Some
recent successes in 2003 include:
Scholarship Program Founded
Dependents of Cott employees will be eligible for financial help to further their education. At the
request of CEO Frank Weise,the Board ageed to reduce his 2004 base salary to$1.00. The Board then
directed an equivalent amount to fund a new program Qualified graduating students are encouraged to
apply to the"Frank'and Deborah Weise Scholarship Fund."
Cott Expands in Mid-Atlantic U.S.A.
By acquiring the retail brand business of North Carolina's Quality Beverage Brands,L.L.C.(QBB),
Cott U.S.A. added prominent new customers in a growing market. The move is expected to add
approximately$45 million in annual sales. In a related transaction,long-term manufacturing
agreements were signed with QBB's affiliate Independent Beverage Corporation,which will provide
the Company with access to new production capacity.
Weise Named"CEO of the Year"
Canada's leading national newspaper,The Globe and Mau,selected Frank Weise as chief executive
officer of the.year.. IN a major article in its respected"Report on Business"magazine,the newspaper's
editors cited Franks'leadership over a sustained period of remarkable turnaround foi the Company and
then leading Cott's strategic drive for growth.
Sikeston,Missouri Plant Sets Safety Record
'hanks partly to a vigorous awareness campaign,on September 26 this Cott U.S.A.plant sparked its
third straight year without a loss-time incident.'The promotion team from the"Show Me"Missouri
state rallied the 100 site employees around a direct message of"Safety First"using posters,
presentations and awards.
Cott Stars at PLMA Show
Presented by the Private Label Manufacturers Association,PIMA Show held in Chicago each year
gives manufacturers an opportunity to highlight the newest in product and packaging innovation.
Cott's caffeine-free,sugar-free and calorie-five Fruit Refreshers'm attracted the attention of num emus
retailers.
11
Wal-Mart and Cott To=Support"rcHg'hteis
As October foes ravaged southern California;the Bentonville office joined with Wal-Mart to donate
"Sam's Choice"water supplies to firefighters. The San Bernardino plant,located close to the fire
perimeter,provided additional water and soda to its local&e department.
"Vintage®Brand Celebrates 25 years"
The number one seltzer brand in the United States is sporting a new banner on its label. It proclaims
25 years of success in the Northeast as the champion for taste and quality. Vintage®,family made
and marketed by Cott,now includes carbonated soft drinks,mixers and new Fruit RefreshersTm as well
as the popular seltzer.
Annual Report Wins"Best in Industry"Honor
The National Association of Investors,located in Michigan,awarded the Cott 2002 annual report is
highest distinction among beverage and soft drink companies. Through 25 years of this competition,
NAIC has placed emphasis on the viewpoint of individual investors. The Cott report,titled"It Starts
Inside",was cited for completeness of information as well as readability.
Philip Livingston and John Sheppard Elected to Board
Philip Livingston was elected to Cott's Board ofDirectors at the Company's annual general meeting in
April. Livingston,having previously served as president and chief executive officer of Financial
Executives International(FBI),the pre-eminent membership organization for chief financial officers,
controllers and treasurers in North America,brings insight into the regulatory environment. John
Sheppard,Cott's president and chief operating officer,joined the Board in July.
12
t
fl Legal description or surveyor's certifted metes&bounds description.
The property is the former Mattel facility located at 15200 Trinity Boulevard in Fort Worth. The legal description
follows.
BEING A 25.121 ACRE TRACT OF LAND SITUATED IN THE LORENZO D.BURNETT SURVEY,ABSTRACT NO.177,TARRANT .
COUNTY,TEXAS AND BEING ALL OF LOT 1,BLOCK 314,AREA 3,SECTION 5,CENTREPORT,AN ADDITION TO THE CITY OF
FORT WORTH RECORDED IN PLAT VOLUME 3881192,PAGES 80 AND 81,COUNTY RECORDS,TARRANT COUNTY,TEXAS,
SAID 25.121 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS;
COMMENCING AT A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED"CARTER&BURGESS",BEING THE MOST
SOUTHERLY CORNER OF AREA'S,SECTION 3,CENTREPORT,AS RECORDED IN PLAT VOLUME 388/176,PAGES 70 AND 80,
COUNTY RECORDS,TARRANT COUNTY,TEXAS,SAID POINT ALSO BEING IN THE SOUTHERLY RIGHT-OF-WAY OF TRINITY
BOULEVARD(A 120 FOOT WIDE PUBLIC RIGHT-OF--WAY);
THENCE S 59°05'38"A A DISTANCE OF 259.34 FEET TO A 518 INCH IRON ROD WITH PLASTIC CAP STAMPED"CARTER&
BURGESS",SAID POINT BEING THE BEGINNING OF A CURVE TO THE RIGHT,
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 1,140.00 FEET,A CENTRAL ANGLE OF 21°49'02",AN
ARC LENGTH OF 434.09 FEET AND A LONG CHORD OF S 48°11'08"B,A DISTANCE OF 431.47 FEET TO A 518 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS",BEING THE BEGINNING OF A CURVE TO THE RIGHT,SAID POINT
BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND;
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 1,140 FEET,A CENTRAL ANGLE OF 19°19'31",AN ARC
LENGTH OF 384.51 FEET AND A LONG CHORD OF S 27°36'51"E,A DISTANCE OF 382.69 FEET TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED"CARTER&BURGESS",SAID POINT BEING THE BEGINNING OF A CURVE TO THE RIGHT,
THENCE SOUTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF.1,375.00 FEET,A CENTRAL ANGLE OF 16°43'35",AN
ARC LENGTH OF 401.41 FEET AND A LONG CHORD OF S 09°35'18"E,A DISTANCE OF 399.98 FEET TO A 518 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS";
THENCE S 01°13'31"E,A DISTANCE OF 131.01 FELT TO A 518 INCH IRON ROD WITH PLAS'T'IC CAP STAMPED"CARTER&
BURGESS"',
THENCE S 00°01'26"W,A DISTANCE OF 70.01 FEET TO A 518 INCH IRON ROD WITH PLASTIC CAI'STAMPED"CARTER&
BURGESS",SAID POINT BEING IN THE NORTHERLY RIGHT-OF-WAY OF THE CITY OF FORT WORTH AND THE CITY OF
DALLAS RAILROAD,RECORDED IN VOLUME 7726,PAGE 1848,SAID COUNTY RECORDS;
THENCE N 88°5249"W,ALONG SAID NORTHERLY RIGHT-OF WAY,A DISTANCE OF 1,178.13 FEET TO A 5/8 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS";
THENCE N 01'07'11"E,ALONG SAID RIGHT-OF-WAY,A DISTANCE OF 50.00 FEET TO A 518 INCH IRON ROD WITH PLASTIC
CAP STAMPED"CARTER&BURGESS";
THENCE N 88-5249"W,ALONG SAID NORTHERLY RIGHT-O&WAY,A DISTANCE OF 118.89 FEET TO A 518 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS";
THENCE N 01'07'11"B,LEAVING SAID NORTHERLY RIGHT-OF-WAY A DISTANCE OF 883.08 FEET TO A 518 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS",SAID POINT BEING THE BEGINNING OF A CURVE TO THE LEFT,
THENCE NORTHEASTERLY ALONG SAID CURVE HAVING A RADIUS.OF 996.00 FEET,A CENTRAL ANGLE OF 05'47'53;AN
ARC LENGTH OF 100.79 FEET AND A LONG CHORD OF N 64'25'07"E,A DISTANCE OF 100.75 FEET TO A 518 INCH IRON ROD
WITH PLASTIC CAP STAMPED"CARTER&BURGESS-,
THENCE S 01007'11-W,A DISTANCE OF 92.34 FEET TO A 518 INCH IRON ROD WITH PLASTIC CAP STAMPED"CARTER&
BURGESS";
THENCE S 88'52'49"E,A DISTANCE OF 887.16 FEET TO A 518 INCH IRON ROD WITH.PLASTIC CAP STAMPED"CARTER&
BURGESS";
THENCE N 52'4323"E,A DISTANCE OF 70.00 FEET TO 71M POINT OF BEGINNING AND CONTAINING 1,094,290 SQUARE FEET
OR 25.121 ACRES OF LAND,MORE OR LESS.
13
i� X-copy of the most recent uQggrty tax stilggent from the Tarrant.AgLralsd District.
A copy of the most recent property tax statement from the Tarrant Appraisal District is shown on the
Mowing page.
14
�r B$Z'SY PRICT •iov t:.•vveauwnor%Tort worm t o iolm
TARRANT Cou w e-m t hDwffic e
N 4t&rmnwmfy oan
TAX ASSasoR.CoUsMR web:wrwutarrentvountyoom
' `• ' '' 2003 TAX STATEMENT
' . CTL34se4! 88x'1
•.tip... '
LEGAL.:CENTREPQRTADomoN
DATE: 10106/2o'
BLK 314 LOT 1
ACCOUNT:00006762189
OWNER:STATE TEACHERS RETMT SYS OHIO, PIDN:6935314+1
PARCEL ADDRESS:0016200 TRINITY(BLVD ACRES:26.121000
EXEMPTIONS:
LAND VALUE IMPRV VALUE APPRAISED VAL
•4,377.084 7,288700 11,665,784
EXEMPTION TAX-RATE PENALTY&
TAXING ENTITIES AMOUNT TAXABLE VALUE PER 6100 BASE TAX . INTEREST
FT WORTH CITY 0 11,665,784 0.866000 100,909.03 OAO
TARRANT COUNTY 0 41,665,784 0.272600 31,789.26 0.00
REG WATER D(ST 0 11,665.784 0.020000 2.333.16 0.00
T C HOSPITAL. 0 11665,784 0235397 27.460.91 0.00
T C COLLEGE 0 11,665,784 0.139380 16,259.77 0.00
H-E-B ISD 0 11,665,784 1.661600 193,838.67 Q.00
SUBTOTAL 372,590.80 0.00
To pay by credit card call 1.866.549.1010 TQTAL AMOUNT DUE 372,690.80
or visit our webstte @www.tarrantcaunty..com
Use Bureau Code 7654321
h) A description of the lobs'to be created te6Wdauengin=manager,etc.).
tasks to be performed for each,and wa&g rate for each classification.
This project will create an initial 130 new jobs and will grow to 200 jobs as the business matures.
These jobs range from executive management to plant technicians. Initially,an estimated 20 new
management positions will be created These positions have a salary range from$50,000 to$125,000
per year. There will also be 15 new maintenance technician positions created with a salary range from
$50,000—to$60,000 per year. The remaining 95 new positions are plant technicians with an average
salary range of$30,000 to$50,000 per year. A summary of the positions follow:
20 Management Positions Salary$50,000 —$125,000
➢ 15 Maintenance Technicians Salary$50,000—$60,000
➢ 95 Plant Technicians Salary$30,000—$50,000
15
y t'
A brief description of the emP,)ovee benefit Package (s)offered Me.health insurance.
retirement,uuft transPOrtation assistance.day care Provislons.etc.) ,
including,Portion Paid by emMom and employer rresm elv.
Cott is a leading corporation with regard to employee benefits. Cott offers an extremely competitive
package including medical, dental and vision insurance, life insurance plans, a 401K program(with
company match) and an employee stock purchase plan. The company pays approximately 85% of
these costs with the employee being responsible for only approximately 15%of these costs. Cott also
offers non-traditional benefits such as the educational assistance plan for which dependents of Cott
employees are eligible. At the request of C;'BO Frank Weise,the Board agreed to reduce his 2004 base
salary to $1.00. The Board then directed an equivalent amount to fund a new program to further the
education of qualified graduating students that are dependants of Gott employees. This program is
referred to as the"Frank and Deborah Weise Scholarship Fund'.
16
J) A plan for the utilization oLFoll Worth QrtiN comnanies.
Cott Beverages Inc.is committed to achieve or exceed the 25%goal requested by the City of Fort
Worth General Tax Abatement Policy(approved on June 15,2005). This plan will outline the steps
that will be taken and the plan in place to utilize a specified number of Minority and Women owned
Business.
We will work together with the Womens Center along with Catherine Simpson Catherine has
committed to assist us in matching the appropriate M/WBE companies with our needs. She has also
committed to provide us with a list of M/WBB companies so we can properly bid the opportunities to
them and pick the appropriate party. We will work with the Fort Worth Metropolitan Black Chamber
along with Dee Jennings. Dee has committed to provide us with the proper lists of M/WBE companies
that match our needs during the construction period and on an on-going basis. The Fort Worth
Hispanic Chamber along with Rosa Navejar will also be an asset to provide matches on our
construction and on-going needs.
Bradford Construction Services(an approved M/WBE Company)will likely manage the construction
process as well as the on-going supplies and services to the facility.
They will identify opportunities within the project and review to determine if an M/WBE will be
available.
➢ Leverage external organizations and databases(listed above)in order to gain expertise and
develop databases of M/WBE approved venders.
➢ Track certification of Suppliers to maintain a tracking mechanism to preview certification status
allowing for non-certified suppliers to be flagged.
A monthly M/WBE reviewwill be conducted via conference call with the Construction services
provider along with the owner and tenant to review all MIWBB issues.
➢ Tenant,owner and Construction Services will participate iii Trade'shows.'P' a'
Participation in regional
and national M(WBE.trade-shows(like Entrepreneur Expo)will continue to show commitment to
this plan.
The Entrepreneur Bxpo being held Much 3m,2005 will be an outlet to take advantage of. The
Company will get involved with the Expo and not only utilize it as an outlet but give back to it by way
of sponsorship and involvement.
The City of Fort Worth General Tax Abatement Policy approved June 15,2004 states that a company
commit to file a plan with the City as to how the goals and commitments for use of Fort Worth
Certified M/WBE Companies will be attained It also says that a percent of construction contracts
committed to(i)Fort WoAh Companies and(ii)Fort Worth Certified M/WBE Companies: Percentage
of Supply and Service Contract expenses committed to(i)Fort Worth Companies and(ii)Fort Worth
Certified M/WBB Companies: For the purposes outlined in the City's M/WBE ordinance,agree,as a
base goal,to undertake a good faith effort to spend at least twenty-five ty-five(25%)of annual supply and
service expenses with Fort Worth Certified M/WBB Companies,which goal may be increased or
decreased by the City,after consultation with the Minority and Women Business Enterprise Advisory
Committee,considering all applicable factors with regard to the specific development Project,
including,but not limited to,capacity,quality and price,and otherwise in accordance with the process
applicable pursuant to the City's'M/WBE Ordinance will be made. The plan above shows the level of
commitment to exceed the proposed levels of M/WBE companies on this project.
17 1
k) A 0—sting of the apnllcant's Board of Directors
The Board of Directors for Cott Beverages Inc.follows:
Mr.Frank E.Weise III
Chairman&Chief Executive Officer,Cott Corporation
Mr.Colin Walker
Senior Vice President,Cott Corporation
Mr.Raymond Silcox
Executive Vice-President,Cott Corporation
18
On behalf of the applicant,I certify the information contained in this application,including all attachments to be true
and correct to-the best of my knowledge. I further certify that,on behalf of the applicant,I have read the current Tax
Abatement.Policy,the Forth Worth Enterprise Zone Information Packet and or all other pertinent City of Fort Worth
policies and I agree to comply with the guidelines and criteria stated therein.
Printed Name Title
signature --,D-
19
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RAYTHEON COMPANY
Notes to Consolidated Financial Statements(Continued)►►►►►►►►►►►►►►►►►►►►►►•►►•►►►►►►►►►►►►►►►►►•
Inventories at Raytheon Aircraft, Raytheon Airline Aviation ►►►NOTE H: OTHER ASSETS
Services, and Flight Options totaled $1,603 million at Other assets,net consisted of the following at December 31:
December 31,2003(consisting of$647 million of finished goods,
$717 million of work in process,and$239 million of materials and (In millions) 2003 2002
parts) and $1,612 million at December 31, 2002 (consisting of Long-term receivables
Due from customers in installments to 2015 $ 464 $ 969
$557 million of finished goods, $761 million of work in process, Other,principally due through 2005 40 17
and$294 million of materials and parts). Sales-type leases,due in installments to 2013 50 135
Included in inventories was $103 million and $76 million at Computer software,net 456 397
December 31,2003 and 2002,respectively,related to the Horizon Pension-related intangible asset 199 217
aircraft.The Company anticipates certification of the Horizon aircraft Investments 146 154
in the third quarter of 2004 and first delivery by year end 2004. Other noncurrent assets 498 344
Total $1,853 $2,233
•►-NOTE G: PROPERTY, PLANT, AND The Company provides long-term financing to its aircraft cus-
EQU I PM ENT tomers.The underlying aircraft serve as collateral for general avia-
Property, plant, and equipment consisted of the following at tion and commuter aircraft receivables. The Company maintains
December 31: reserves for estimated uncollectible aircraft-related long-term
receivables. The balance of these reserves was $60 million and
(In millions) 2003 2002 $69 million at December 31, 2003 and 2002, respectively. The
Land $ 90 $ 91 reserves for estimated uncollectible aircraft-related long-term
Buildings and leasehold improvements 1,769 1,606
Machinery and equipment 39592 3,083 receivables represent the Company's current estimate of future
Equipment leased to others 189 189 losses. The Company established these reserves based on an
5,640 4,969 overall evaluation of identified risks.As a part of that evaluation,the
Less accumulated depreciation and amortization (29929) (2,573) Company considered certain specific receivables and considered
Total $2,711 $2,396 factors including extended delinquency and requests for restruc-
Depreciation expense was $333 million, $305 million, and turing, among other things. Long-term receivables included com-
$289 million in 2003, 2002,and 2001, respectively.Accumulated muter aircraft receivables of $363 million and $680 million at
depreciation of equipment leased to others was $25 million and December 31,2003 and 2002,respectively.
$39 million at December 31,2003 and 2002,respectively. The Company accrues interest on long-term aircraft customer
In 1998,the Company entered into a$490 million property sale receivables in accordance with the terms of the underlying notes.
and five-year operating lease (synthetic lease) facility under which When a long-term aircraft receivable is over 90 days past due,the
property, plant, and equipment was sold and leased back to the Company generally stops accruing interest. At December 31,
Company.In 2003,the lease facility expired and the Company bought 2003 and 2002, there were$37 million and$38 million, respec-
back the assets remaining in the lease facility for$125 million. tively,of long-term aircraft receivables on which the Company was
Future minimum lease payments from non-cancelable aircraft not accruing interest. Interest payments related to these receiv-
operating leases, which extend to 2014, amounted to$73 million ables are credited to income when received.Once a receivable has
at December 31,2003 and were due as follows: been brought current, the Company begins to accrue interest
again.Interest deemed to be uncollectible is written off at the time
(In millions) that determination is made.
2004 $17 In 2003,the Company sold an undivided interest in$337 million
2005 11 of general aviation finance receivables, received proceeds of
2006 10
2007 8 $279 million,retained a subordinated interest in and servicing rights
2008 7 to the receivables, and recognized a gain of$2 million. In connec-
Thereafter 20 tion with the sale,the Company formed a qualifying special purpose
entity(QSPE)for the sole purpose of buying these receivables.The
Fl-
Exhibit"D" to Tax Abatement Agreement
Taxable Tangible Personal Property
Description Estimated Cost
Small Polyethelene Terathalate Line $12,000,000
Large Polyethelene Terathalate Line 8,100,000
Can Line 7,000,000
Reverse Osmosis and Beverage Preparation 7,900,000
Total $35,000,000*
*Some of the costs may shift between the four categories. Above are the current cost estimates.
Exhibit"D"
749176.1 SP1 12474 0102 092904
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/12/2004
DATE: Tuesday, October 12, 2004
LOG NAME: 17TAAGRMTCOT REFERENCE NO.: C-20338
SUBJECT:
Authorize Execution of a Tax Abatement Agreement with Cott Beverages, Inc. and Related Findings
of Fact by the City Council
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the attached Tax Abatement Agreement with Cott Beverages,
Inc.; and
2. Find that the statements set forth in the recitals of the attached Tax Abatement Agreement with Cott
Beverages, Inc. are true and correct.
DISCUSSION:
The real property subject to abatement in the attached Tax Abatement Agreement with Cott Beverages,
Inc. (Cott) is located in the Centreport Business Park in east Fort Worth. The City Council designated this
property as Tax Abatement Reinvestment Zone Number 50. This reinvestment zone is located in
COUNCIL DISTRICT 5.
Project:
Cott is considering redevelopment of this site into a bottling and distribution facility. The proposed project
is estimated to have a renovation cost of at least $10,077,000. Cott is also planning to acquire at least
$35,000,000 in new taxable personal property.
Employment:
Cott will be required to create at least 100 full-time jobs in the first year of operation; at least 25% of the
positions must be committed to Central City residents and 50% of the positions to Fort Worth residents. By
the fifth year of operation,Cott will be required to have at least 200 full-time jobs in the facility and at least
25% of the positions must be committed to Central City residents and at least 50% of the positions must be
committed to Fort Worth residents.
Utilization of Fort Worth Businesses:
Regarding utilization of Fort Worth based businesses, Cott has committed 50% of total construction
spending to Fort Worth construction contractors and/or subcontractors. Additionally, the company has
committed to make the greater of $250,000 or 50% of total annual supply and service expenditures with
Fort Worth companies. Cott will be required to make annual supply and service expenditures of at least
$500,000.
T 1'7T A A f'D A Arrf� 1T T��rta of 7
Utilization of Fort Worth M/WBE Businesses:
Regarding the utilization of Fort Worth Minority Business Enterprises (MBEs) and Fort Worth Women
Business Enterprises (WBEs), Cott has committed 25% of total construction spending to certified Fort
Worth M/WBE construction contractors and/or subcontractors. Additionally, the company has committed
to make the greater of $125,000 or 25% of total annual supply and service expenditures with certified Fort
Worth M/WBE companies.
ABATEMENT TERMS:
Cott will receive a ten-year tax abatement on personal property for a maximum abatement of 100% during
years 1 through 4, and 75% during years 5 through 10. The maximum net average abatement over the
term is 83%, which equates to approximately $125,641 annually if the maximum abatement is reached
each year. The abatement incorporates Cott's commitments for employment, construction expenditures,
and total annual supply and service spending.
The abatement is structured as follows:
Abatement Component Years 1 through 4 Years 5 through 10
Employment 40% 55%
Real & Personal Property Improvements 40% 0%
Annual Supply & Service Spending 20% 20%
Total Possible Abatement 100% 75%
Under the Employment component, Cott will have a minimum of 100 employees in years 1 through 4, of
which the greater of 50 or 50% will be filled by Fort Worth residents, and of which the greater of 25 or 25%
will be filled by Fort Worth Central City residents. In years 5 through 10, Cott will have a minimum of 200
employees, of which the greater of 100 or 50% will be filled by Fort Worth residents, and of which the
greater of 50 or 25% will be filled by Fort Worth Central City residents.
Failure to meet the minimum employment commitments will result in the reduction of abatement
percentage as follows: (a) reduced by 2 percentage point for each person below the minimum total
positions, (b) reduced by 4 percentage points for each person below the Fort Worth resident commitment,
and (c) reduced by 6 percentage points for each person below the Central City resident
commitment. Failure to meet the supply and service commitments shall cause the applicable component
to be reduced to zero. Failure to meet the minimum real and personal property commitments shall be an
event of default.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action does not require the expenditure of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by_ Dale Fisseler (Acting) (6266)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Ardina Washington (8003)
Peter Vaky (7601)