HomeMy WebLinkAboutContract 31318 CITY SECRETARY
CONTRACT NO.
FIRST AMENDMENT TO MASTER ECONOMIC DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO MASTER ECONOMIC DEVELOPMENT AGREEMENT
(the "Amendment") is made as of the day of February, 2005, by and among the City of
Fort Worth, Texas (the "City"), Tarrant County, Texas (the "County"), Lone Star Local
Government Corporation, a nonprofit corporation organized under Subchapter D of Chapter
431, Texas Transportation Code (the "LGC") and Cabela's Retail TX, L.P., a Nebraska limited
partnership (the "Developer").
WITNESSETH:
WHEREAS, the City, the County, the LGC and Cabela's Retail, Inc., a Nebraska
corporation whose interests were assigned to the Developer (collectively, the "Parties")
previously entered into a certain Master Economic Development Agreement effective as of the
1St day of July, 2004 ("Agreement"); and
WHEREAS, due to the costs associated with resolving certain litigation (the "Litigation")
regarding the tax increment financing provided for in the Agreement, which was filed by the Fort
Worth Citizens for Responsible Government against the City and certain other defendants as
named therein, the Parties hereby desire to amend the Agreement so that the "Base Public
Participation Amount" shall be increased from $40,000,000 to $41,685,000 in accordance with
the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals, the terms, provisions,
covenants and agreements contained herein and other good and valuable consideration, and
intending to be a legally bound hereby, the Parties hereby agree as follows:
1. Definitions. All terms used herein but not otherwise defined herein shall have the same
meanings ascribed to them in the Agreement.
2. Base Public Participation Allowance. The Parties hereby agree that all references in
the Agreement to "$40,000,000" shall be deleted and replaced with "41,685,000", including, but
not limited to, the references set forth in (i) the definition of "Base Public Participation Amount"
in Article 2, (ii) Section 6.1 and (iii) Section 11.5. The Parties hereby acknowledge and agree
that the intent of this Amendment is to increase the Base Public Participation Amount by the
amount necessary to fund all costs associated with resolving the Litigation with Bond proceeds.
3. Exhibit "C". Due to the increase in the Base Public Participation Amount as set forth in
this Amendment, the Parties hereby agree that Exhibit "C" to the Agreement shall be deleted
and replaced with Exhibit "C" attached hereto and incorporated herein by this reference.
4. Schedule 1. Due to the increase in the Base Public Participation Amount as set forth in
this Amendment, the Parties hereby agree that Schedule 1 to the Agreement shall be deleted
and replaced with Schedule 1 attached hereto and incorporated herein by this reference.
5. Effect: Except as set forth above, the Parties hereby ratify and reaffirm the terms and
provisions of the Agreement.
6. Governing Law: This Amendment shall be construed in accordance with the laws of
the State of Texas. }}
� l�Y
273402 2-1
5-p5P(71 : 54 RCVD 'A, , 'un, �W_.:
EXECUTED to be effective as of the Effective Date.
CABELA'S RETAIL TX, L.P., a LONE STA CAL GOVERNMENT
Nebraska limited partnership CORPORATIO
By: Cabela's Retail GP, LLC, a Nebraska By:
CL&
limited liability company, its general President, Board of Directors
partner
By:
Tim Holland, Vice President and Manager F
Secretary, Board o Directors
CITY OF FORT RTH, T S
By: - ag�,
Mayo A
s
sistan-t- 6'6/ Manager
ATTEST: 1 C2US)
City SecretaryContract Authorization
APPROVED AS TO FORM AND LEGALITY: n C
r ~ +V
a;h.City Attorney Date
TARR,INT,COUNTY, TEXAS
By:
County Judge
ATTEST:
6
County erk
273402.1 3
EXHIBIT "C"
Category 1 Costs
Public Improvement Site Development Costs
Land Costs for Public Purpose
Earthwork Grading
Wet Pond/Stormwater Management
Landscaping/Hardscape Lake & Stream
Environmental
Pond & Stream Relocation
Mitigation
Sewer Relocation
Demolition
Soft Costs (Architectural/Engineering/Legal/Administration)
Streets/Roads Utility Right-of-Way
Grading/Paving internal streets/roads/parking
Highway Improvements— curb cuts, turning lanes
Streets/Roads
Traffic Sig nage/Sig nalization
Utilities
Water Lines
Sanitary Sewer Relocate
Storm Sewer/Drainage Stream Structure
Street Lighting
Electrical
Public Museum Facilities
See Schedule 3.2
277700.2 + ,
! 2
Table 1
Tax Increment Reinvestment Zone#10
City of Fort Worth, Texas (Lone Star TIF)
Estimated Project Costs
Land Cost:
Wet Pont/Site Detention $419,439
Cabela's Site— Public Purpose $1,080,329
$1,499,768
Off-Site Development Cost:
Highway Improvements $500,000
- Curb Cuts & Turning Lanes $1,875,000
Streets/Roads —Cabela's Dr. $72,000
Water Line 16" $162,500
Water Line 12" $200,000
Engineering Cost $2,809,500
Site Development Cost:
Environmental
-Pond & Street Relocate/Mitigate $950,000
-Landscape/Hardscape Lake& Stream $2,090,000
Demolition $80,000
Earthwork/grading $500,000
Stormwater management $80,000
Cabela's parkway $240,000
Sewer relocate $150,000
Engineering cost $152,000
$4,242,000
Sitework:
Grading $200,000
Paving - Internal Streets/Roads
Parking Lots - Cars $3,000,000
RV/Trucks $420,000
Landscaping $972,996
Electrical $550,000
Site Utilities $800,000
Drainage Stream Structure $198,000
$6,140,996
Building:
Museum/Display Space
(Museum, Mountain, Aquarium, $10,102,227
Diorama)
Public Area $960,000
(Confer. Rms, Restrooms, Public Support Space)
Retail Space
Warehouse
$11,062,227
Special Features:
Statute, Taxidermy, Mural $2,000,000
Soft Costs:
Arch/Engineering Cost, Cabela's Administration $448,942
Finance & Legal: $275,000
Additional Public Infrastructure Projects: $5,000,000
Interest Expense: $23,754,476
Total Estimated TIF Projects:
277700.2Lrr
Schedule 1
Lone Star'rIF
Public Infrastructure
Land Cost:
Wet Pond/Site Detention $419,439
Cabela's Site - Public Purpose $1,080,329
Cabela's Site - Retail Purpose
Off-Site Development Cost:
Highway Improvements
- Curb Cuts &Turning Lanes $500,000
Streets/Roads - Cabela's Dr. $1,875,000
Water Line 16" $72,000
Water Line 12" $162,500
Engineering Cost $200,000
Site Development Cost:
Environmental
-Pond & Stream Relocate/Mitigate $950,000
- Land scape/Hardscape Lake & Stream $2,090,000
Demolition $80,000
Earthwork/Grading $500,000
Stormwater Management $80,000
Cabela's Parkway $240,000
Sewer Relocate $150,000
Engineering Cost $152,000
Sitework:
Grading $200,000
Paving - Internal Streets/Roads
Parking Lots - Cars $3,000,000
RV/Trucks $420,000
Landscaping $972,996
Electrical $550,000
Site Utilities $800,000
Drainage Stream Structure $198,000
Building:
Museum/Display Space $10,102,227
(Museum, Mountain, Aquarium, Diorama)
Public Area $960,000
(Confer. Rms, Restrooms, Public Support Space)
Retail Space
Warehouse
Furniture, Fixtures & Equipment:
Furniture & Fixtures $0
Security
IS/Communications
Sgnage- Interior
Exterior
Material Handling
Racking
277700.2 �� oiym'
Special Features: $2,000,000
Statue
Taxidermy
Murals
Soft Cost: $448,942
Arch/Engineering Cost
Reimbursable
Cabela's Administration
Finance& Legal: $275,000
Total Estimated Project Improvements $28,478,433
277700.2 1�,
A Resolution
CA- MG6
NO. LA
Authorizing Execution of Amendment to
Master Economic Development Agreement with Cabela's Retail, Inc.
WHEREAS, on June 8, 2004 the City Council approved M&C C-20113 authorizing execution
of that certain Master Economic Development Agreement (the "Master Agreement"), effective as of
July 1, 2004,with Cabela's Retail, Inc. ("Cabela's); and
WHEREAS, the Master Agreement outlines the manner in which tax increment contract
revenue bond financing, tax exemptions and economic development grants from the City (collectively,
the"Public Participation")will be used to support construction by Cabela's of an approximately 200,000
square foot retail development with public exhibition and recreation space (the"Project"); and
WHEREAS, the Master Agreement stipulates that the maximum amount of the Public
Participation (the "Public Participation Amount") will be $40 million, net present value, subject to
adjustments as provided by the Master Agreement; and
WHEREAS, the Project has been delayed for a number of months due to a lawsuit filed against
the City surrounding the creation of Tax Increment Reinvestment Zone Number Ten, City of Fort
Worth, Texas, whose revenues will be used to retire tax increment contract revenue bonds issued by the
Lone Star Local Government Corporation in a principal amount not to exceed$32 million; and
WHEREAS, on account of these delays, the cost to Cabela's and the City in attorneys fees plus
the cost to construct the public improvements in accordance with the original timetable is projected to be
an additional$1,685,000; and
WHEREAS, all other parties to the Agreement wish to allow Cabela's and the City to recoup
these increased costs through a bond issuance by the Corporation that is $1,685,000 higher than
originally anticipated (although still not to exceed the$32 million maximum authorized by the Lone Star
Local Government Corporation during its meeting on September 28, 2004), which would necessitate an
amendment to the Master Agreement increasing the Public Participation Amount from $40 million, net
present value,to $41,685,000, net present value;
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH,TEXAS:
1. That the City Manager is hereby authorized to execute an amendment to the Master
Agreement increasing the Public Participation Amount from $40 million, net present value, to
$41,685,000,net present value.
2. That all previous Resolutions are hereby expressly repealed to the extent in conflict with
the provisions of this Resolution.
3. That this Resolution shall take effect immediately from and after its adoption.
AND IT IS SO RESOLVED.
Adopted this 8th day of February,2005.
ATTEST:
By: PA
Marty Hendrix APPROVED
City Secretary CITY COUNCIL
FEB 0 8 2005
City Secretary o[the
City of Fort Worth,Texas
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in REGULAR MEETING ON THE STH DAY OF
FEBRUARY,2005,at the City Hall,and the roll was called of the duly constituted officers and members
of said City Council,to-wit:
Ralph McCloud, Mayor Pro Tempore,
Jim Lane,
Chuck Silcox,
Becky Haskin,
Donavan Wheatfall, Councilmembers,
Clyde Picht,
John Stevenson
Wendy Davis,
Charles Boswell, City Manager,
Gerald Pruitt, Deputy City Attorney,
Jim Keyes, Director of Finance,
Marty Hendrix, City Secretary
and all of said persons were present,except the following absentees: Mayor Mike Moncrief,thus
constituting a quorum. Whereupon,among other business,the following was transacted at said Meeting:
a written
RESOLUTION AUTHORIZING EXECUTION OF AMENDMENT TO
MASTER ECONOMIC DEVELOPMENT AGREEMENT WITH
CABELA'S RETAIL, INC.
was duly introduced for the consideration of said City Council and read in full. It was then duly moved
and seconded that said Resolution be passed; and,after due discussion,said motion carrying with it the
passage of said Resolution,prevailed and carred by the following vote:
AYES: b
NOES: 2
2. That a true, full and correct copy of the aforesaid Resolution passed at the Meeting described
in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has
been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing
paragraph is a true,full and correct excerpt from said City Council's minutes of said Meeting pertaining to
the passage of said Resolution; that the persons named in the above and foregoing paragraph are the duly
chosen, qualified and acting officers and members of said City Council as indicated therein; that each of
the officers and members of said City Council was duly and sufficiently notified officially and personally,
in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be
introduced and considered for passage at said Meeting, and each of said officers and members consented,
in advance, to the holding of said Meeting for such purpose,and that said Meeting was open to the public
and public notice of the time, place and purpose of said meeting was given, all as required by Chapter
551,Texas Government Code.
551,Texas Goverment Code.
SIGNED AND SEALED the 8th day of February,2005.
City SecrAary
SEAL
Y
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Amended on 2/8/2005 - Resolution No. 3164-02-2005
DATE: Tuesday, February 08, 2005
LOG NAME: 17CABELA REFERENCE NO.: C-20518
SUBJECT:
Authorize Execution of Amendment to Master Economic Development Agreement with Cabela's
Retail, Inc.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the Master
Economic Development Agreement between the City, Tarrant County, the Lone Star Local Government
Corporation and Cabela's Retail, Inc. in order to accommodate an anticipated increase in the amount of
bonds issued by the Lone Star Local Government Corporation for construction of public improvements
related to the Cabela's development project.
DISCUSSION:
On June 8, 2004 ( M&C C-20113), was approved by the City Council, authorizing the City Manager to
execute a Master Economic Development Agreement (the Master Agreement) with Cabela's Retail, Inc.
(Cabela's) for construction of a retail facility of approximately 200,000 square feet with publicly-
owned exhibition and recreation space near the intersection of IH 35-W and SH 170 (the Project). The
Lone Star Local Government Corporation (LGC) will issue bonds to finance the cost of construction of
certain public improvements related to the Project. Cabela's will purchase all bonds issued by the LGC. A
tax increment reinvestment zone, or TIF, will pay tax increment generated from property in the TIF to retire
the bonds.
The City will also pay Cabela's a limited number of economic development grants authorized by Chapter
380 of the Texas Local Government Code (the 380 Grants). The overall amount of the 380 Grants is
anticipated to be the difference between the amount of the aggregate LGC bond issuance plus the value of
tax exemptions granted on publicly-owned property within the Project and an amount which is defined in
the Master Agreement as the "Public Participation Amount," which currently is $40,000,00, net present
value, based on the following projected allocations:
TIF $26.315,000
1% Sales Tax (380 Grants from City) $ 7,820,000
Personal Property/Inventory Tax (380 Grants) $ 1,285,000
Value of Tax Exemptions $ 4,580,000
Total $40,000,000
The Project has been delayed for a number of months due to a lawsuit filed against the City last year
surrounding the creation of the TIF. The City prevailed in that action. However, on account of delays
caused by that litigation, the additional cost to Cabela's in attorneys fees plus the cost to construct the
public improvements in accordance with the original timetable is projected to be approximately $1.5
million. It is recommended that this increased cost be recouped by including those costs as part of the
Logname: 17CABELA Page 1 of 2
LGC's bond issuance.
Upon approval of the recommended amendment, the maximum Public Participation Amount under the
Master Agreement would be $41,685,000 net present value, based on the following projected allocations:
TIF $28,000,000
1% Sales Tax (380 Grants from City) $ 7,820,000
Personal Property/Inventory Tax (380 Grants) $ 1,285,000
Value of Tax Exemptions $ 4,580,000
Total $41,685,000 ., w
Because Cabela's will purchase all bonds issued by the LGC, Cabela's, and not the City, will be at risk if
the TIF has not produced sufficient revenue upon expiration of the TIF in 2025. Therefore, the proposed
amendment to the Master Agreement should not have a negative impact on the City.
The Cabela's retail project will be located in Council District 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will require no direct expenditure from City funds in the current
fiscal year.
TO Fund/AccounVCenters FROM Fund/AccounVCenters
Submitted for City Manager's Office bDale Fisseler (6266)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Peter Vaky (7601)
Lop-name: 17CABELA Page 2 of 2
Motion is to approve M&C C-20518 with the following amendments:
1. That the Public Participation Amount under the Master Agreement be
$41,685,000, net present value, insteaddf$41,500,000 in order to allow both
Cabela's and the City to recoup increased costs associated with the Cabela's
project; and
2. That such increased costs be borne by the TIF, increasing the TIF's projected
allocation for the Public Participation Amount from $27,815,000 to
$28,000,000; and
3. That the City Council adopt the Resolution that has been passed out certifying
its action under this M&C.
4