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} APS 13 2016 AMENDMENT NO. I TO
`� GIT�YII�YSGjfl;I ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
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This AMENDMENT NO. 1 TO ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT ("Amendment") is entered into by and between the CITY OF FORT
WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the
State of Texas, and GE MANUFACTURING SOLUTIONS, LLC ("Company"), a
Delaware limited liability company.
RECITALS
A. The City and Company previously entered into that certain Economic
Development Program Agreement dated on or about September 18, 2013 and on file in the
City Secretary's Office as City Secretary Contract No. 44816 (the "Agreement") under
which the City agreed to pay Company certain annual economic development Program
Grants in return for Company's development of a locomotive manufacturing facility and a
mining equipment plant on property in the City located at 16201 Three Wide Drive and
16301 Three Wide Drive, all as more specifically outlined in the Agreement.
B. Company is now considering expanding the scope of the Development by
completing construction of additional improvements at the locomotive manufacturing
facility and completing construction of a rail test track. In order to encourage Company to
make this additional investment, the City is willing to amend the Agreement to provide for
additional Program Grant payments to Company and to revise certain employment
commitments under the Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City and Company hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Amendment.
Amendment No. 1 to City Secretary Contract No.44816
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
FX tiii'QR14 VA.
2. Section 2 of the Agreement (Definitions) is hereby amended by revising or adding
the following terms and definitions:
Certificate of Expanded Development Completion has the meaning ascribed to
it in Section 5.4.
Development has the meaning ascribed to it in Recital A. If a Certificate of
Expanded Development Completion is issued in accordance with Section 5.4, the term
"Development"will include the Expanded Development.
Expanded Development means the construction or procurement of the additional
improvements to the locomotive and mining manufacturing facilities and the construction
of a rail test track, as more specifically set forth in Exhibit"B-1".
Expanded Development Completion Date means the date as of which the
following have occurred (to be confirmed by the City in the Certificate of Expanded
Development Completion pursuant to Section 5.4 herein): (a) all components of the
additional improvements to the locomotive and mining manufacturing facilities (other than
the rail test track) were completed and fully operational with respect to their intended
purposes; and (b) the Company has either contracted for, or placed under binding purchase
order, all material elements of the rail test track project constiuction.
Expanded Development Completion Deadline means December 31, 2016.
Expanded Development Costs means the applicable Construction Costs
associated with the real property improvements included in the Expanded Development,
and the procurement and installation costs associated with the non-inventory, non-supply
business personal property improvements included in the Expanded Development.
3. The second sentence of Section 5.2 is hereby amended to read as follows:
Subject to the terms and conditions of this Agreement, and
provided that (i) at least One Hundred Million Dollars ($100,000,000.00)
in Construction Costs were expended for the Development by the
Completion Date, as confirmed in the Certificate of Completion issued by
the Director in accordance with Section 5.1; (ii) the Completion Date
occurred on or before the Completion Deadline, as confirmed in the
Certificate of Completion issued by the Director in accordance with
Section 5.1; and (iii) New Taxable Tangible Personal Property having a
value of at least Fifty-five Million Dollars ($55,000,000.00) was in place
on the Development Property by January 1, 2014, as determined solely by
the appraisal district having jurisdiction over the Development Property at
that time and reflected in the certified appraisal roll received by the City
from such appraisal district in such year, Company will be entitled to
receive (i) a total of ten (10) annual Program Grants, beginning in 2014
Amendment No. 1 to City Secretary Contract No.44816 2
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
and ending in 2023, or (ii) a total of fifteen (15) annual Program Grants,
beginning in 2014 and ending in 2028, but only if at least Thirteen Million
Five Hundred Seventy-five Thousand Dollars ($13,575,000.00) in
Expanded Development Costs were expended for the Expanded
Development and the Expanded Development Completion Date occurred
on or before the Expanded Development Completion Deadline, as more
specifically provided in Section 5.4 of this Agreement and as confirmed in
the Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4.
4. Section 5.2.4 of the Agreement (Overall Employment) is hereby amended to read
as follows:
5.2.4. Overall Employment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Overall Employment Commitment, as
outlined in Section 4.5, was met in the previous calendar year, and may be
increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.4.2 and
5.2.4.3 (the "Overall Employment Percentage").
5.2.4.1. In General(Up to 5%).
Unless Section 5.2.4.2 or Section 5.2.4.3 applies,
the Overall Employment Percentage for the Program Grant payable
in the following year shall equal the product of five percent (5%)
multiplied by the percentage by which the applicable Overall
Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Full-
time Jobs provided on the Development Property in the previous
year by the Overall Employment Commitment applicable for that
year. For example, in calendar year 2013, the Overall
Employment Commitment is two hundred eighty (280) Full-time
Jobs. If only two hundred twenty-four (224) Full-time Jobs were
provided on the Development Property during calendar year 2013,
the Overall Employment Percentage for the Program Grant payable
in 2014 would be 4% instead of 5% (or .05 x [224/280]), or . 05 x
.80, or .04. If the applicable Overall Employment Commitment is
met or exceeded in a given year, the Overall Employment
Percentage for the Program Grant payable in the following year
Amendment No. t to City Secretary Contract No.44816 3
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
will be five percent (5%) unless Section 5.2.4.2 or Section 5.2.4.3
applies.
5.2.4.2. Between 600 and 874 Full-time Jobs Overall
(10%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were between
six hundred (600) and eight hundred seventy-four (874) Full-time
Jobs provided and filled on the Development Property, and(ii) the
applicable Fort Worth Employment Commitment for such year, as
set forth in Section 4.6, was met or exceeded, and (iii) the
applicable Central City Employment Commitment for such year,
as set forth in Section 4.7, was met or exceeded, the Overall
Employment Percentage for the Program Grant payable in the
following year will be ten percent (10%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were between six
hundred (600) and eight hundred seventy-four (874) Full-time Jobs
provided and filled on the Development Property, the Overall
Employment Percentage for the Program Grant payable in the
following year will be ten percent (10%), regardless of whether the
applicable Fort Worth Employment Commitment or the applicable
Central City Employment Commitment were met in that same
year.
5.2.4.3. 875 or More Full-time Jobs Overall (15%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were eight
hundred seventy-five (875) or more Full-time Jobs provided and
filled on the Development Property, and (ii) the applicable Fort
Worth Employment Commitment for such year, as set forth in
Section 4.6, was met or exceeded, and (iii) the applicable Central
City Employment Commitment for such year, as set forth in
Section 4.7, was met or exceeded, the Overall Employment
Amendment No. I to City Secretary Contract No.44816 4
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
Percentage payable in the following year will be fifteen percent
(15%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were eight hundred
seventy-five (875) or more Full-time Jobs provided and filled on
the Development Property, the Overall Employment Percentage for
the Program Grant payable in the following year will be fifteen
percent (15%), regardless of whether the applicable Fort Worth
Employment Commitment or the applicable Central City
Employment Commitment were met in that same year.
5. Section 5.2.5 of the Agreement (Fort Worth Employment) is hereby amended to
read as follows:
5.2.5. Fort Worth Employment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Fort Worth Employment Commitment, as
outlined in Section 4.6, was met in the previous calendar year, and may be
increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.5.2 and
5.2.5.3 (the "Fort Worth Employment Percentage").
5.2.5.1. In General (Up to 2.5%).
Unless Section 5.2.5.2 or Section 5.2.5.3 applies,
the Fort Worth Employment Percentage for the Program Grant
payable in the following year shall equal the product of two and
one-half percent (2.5%) multiplied by the percentage by which the
applicable Fort Worth Employment Commitment was met in the
previous calendar year, which will be calculated by dividing the
actual number of Full-time Jobs provided on the Development
Property to Fort Worth Residents in the previous year by the
Amendment No. 1 to City Secretary Contract No.44816 5
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
number of Full-time Jobs constituting the Fort Worth Employment
Commitment for that year. For example, if two hundred eighty
(280) Full-time Jobs are provided and filled on the Development
Property in calendar year 2013, the Fort Worth Employment
Commitment for that year will, in accordance with Section 4.6, be
eighty-four (84) Full-time Jobs. If in that year only seventy-six
(76) Full-time Jobs on the Development Property were provided to
Fort Worth Residents, the Fort Worth Employment Percentage for
the Program Grant payable in 2014 would be 2.25% instead of
2.5% (or .025 x [76/84]), or .025 x .90, or .0225. If the applicable
Fort Worth Employment Commitment is met or exceeded in a
given year, the Fort Worth Employment Percentage for the
Program Grant payable in the following year will be two and one-
half percent (2.5%) unless Section 5.2.5.2 or Section 5.2.5.3
applies.
5.2.5.2. Between 600 and 874 Full-time Jobs Overall (Up
to 7.5%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were between
six hundred (600) and eight hundred seventy-four (874) Full-time
Jobs provided and filled on the Development Property, and(ii) the
applicable Fort Worth Employment Commitment for such year, as
set forth in Section 4.6, was met or exceeded, and (iii) the
applicable Central City Employment Commitment for such year,
as set forth in Section 4.7, was met or exceeded, the Fort Worth
Employment Percentage for the Program Grant payable in the
following year will be seven and one-half percent (7.5%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were between six
hundred (600) and eight hundred seventy-four (874) Full-time Jobs
provided and filled on the Development Property, the Fort Worth
Employment Percentage for the Program Grant payable in the
following year will equal the product of seven and one-half
percent (7.5%) multiplied by the percentage by which the
applicable Fort Worth Employment Commitment was met in the
Amendment No. I to City Secretary Contract No.44816 6
Economic Development Program Agreement with GE Manufacturing Solutions.LLC
previous calendar year, calculated in the same manner as provided
in Section 5.2.5.1, regardless of whether the applicable Central
City Employment Commitment was met in that same year.
5.2.5.3. 875 or More Full-time Jobs Overall (Up to
12.5%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were eight
hundred seventy-five (875) or more Full-time Jobs provided and
filled on the Development Property, and (ii) the applicable Fort
Worth Employment Commitment for such year, as set forth in
Section 4.6, was met or exceeded, and (iii) the applicable Central
City Employment Commitment for such year, as set forth in
Section 4.7, was met or exceeded, the Fort Worth Employment
Percentage payable in the following year will be twelve and one-
half percent (12.5%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were eight hundred
seventy-five (875) or more Full-time Jobs provided and filled on
the Development Property, the Fort Worth Employment
Percentage for the Program Grant payable in the following year
will equal the product of twelve and one-half percent (12.5%)
multiplied by the percentage by which the applicable Fort Worth
Employment Commitment was met in the previous calendar year,
calculated in the same manner as provided in Section 5.2.5.1,
regardless of whether the applicable Central City Employment
Commitment was met in that same year.
6. Section 5.2.6 of the Agreement (Central City Employment) is hereby amended to
read as follows:
5.2.6. Central City Employment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
Amendment No. 1 to City Secretary Contract No.44816 7
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
based on the extent to which the Central City Employment Commitment,
as outlined in Section 4.7, was met in the previous calendar year, and may
be increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.6.2 and
5.2.6.3 (the "Central City Employment Percentage").
Amendment No. I to City Secretary Contract No.44816 8
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
5.2.6.1. In General (Up to 2.5%).
Unless Section 5.2.6.2 or Section 5.2.6.3 applies,
the Central City Employment Percentage for the Program Grant
payable in the following year shall equal the product of two and
one-half percent (2.5%) multiplied by the percentage by which the
applicable Central City Employment Commitment was met in the
previous year, which will be calculated by dividing the actual
number of Full-time Jobs provided on the Development Property
to Central City Residents in the previous year by the number of
Full-time Jobs constituting the Central City Employment
Commitment for that year. If the applicable Central City
Employment Commitment is met or exceeded in a given year, the
Central City Employment Percentage for the Program Grant
payable in the following year will be two and one-half percent
(2.5%) unless Section 5.2.6.2 or Section 5.2.6.3 applies.
5.2.6.2. Between 600 and 874 Full-time Jobs Overall (Up
to 7.5%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were between
six hundred (600) and eight hundred seventy-four (874) Full-time
Jobs provided and filled on the Development Property, and(ii) the
applicable Fort Worth Employment Commitment for such year, as
set forth in Section 4.6, was met or exceeded, and (iii) the
applicable Central City Employment Commitment for such year,
as set forth in Section 4.7, was met or exceeded, the Central City
Employment Percentage for the Program Grant payable in the
following year will be seven and one-half percent (7.5%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were between six
hundred (600) and eight hundred seventy-four (874) Full-time Jobs
provided and filled on the Development Property, the Central City
Employment Percentage for the Program Grant payable in the
following year will equal the product of seven and one-half
percent (7.5%) multiplied by the percentage by which the
Amendment No. 1 to City Secretary Contract No.44816 9
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
applicable Central Employment Commitment was met in the
previous calendar year, calculated in the same manner as provided
in Section 5.2.6.1, regardless of whether the applicable Fort Worth
Employment Commitment was met in that same year.
5.2.6.3. 875 or More Full-time Jobs Overall (Up to
12.5%).
(a) Subject to subsection (b) below, beginning
in calendar year 2013, in any year in which (i) there were eight
hundred seventy-five (875) or more Full-time Jobs provided and
filled on the Development Property, and (ii) the applicable Fort
Worth Employment Commitment for such year, as set forth in
Section 4.6, was met or exceeded, and (iii) the applicable Central
City Employment Commitment for such year, as set forth in
Section 4.7, was met or exceeded, the Central City Employment
Percentage payable in the following year will be twelve and one-
half percent(12.5%).
(b) Notwithstanding subsection (a) above, if at
least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were
expended for the Expanded Development and the Expanded
Development Completion Date occurred on or before the
Expanded Development Completion Deadline, as more specifically
provided in Section 5.4 of this Agreement and as confirmed in the
Certificate of Expanded Development Completion issued by the
Director in accordance with Section 5.4, then beginning in
calendar year 2016, in any year in which there were eight hundred
seventy-five (875) or more Full-time Jobs provided and filled on
the Development Property, the Central City Employment
Percentage for the Program Grant payable in the following year
will equal the product of twelve and one-half percent (12.5%)
multiplied by the percentage by which the applicable Central City
Employment Commitment was met in the previous calendar year,
calculated in the same manner as provided in Section 5.2.6.1,
regardless of whether the applicable Fort Worth Employment
Commitment was met in that same year.
7. Section 5 of the Agreement (City Obligations) is hereby amended to add a new
Section 5.4, as follows:
Amendment No. 1 to City Secretary Contract No.44816 10
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
5.4. Additional Program Grants for Completion of Expanded
Development.
If at least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were expended
for the Expanded Development and the Expanded Development
Completion Date occurred on or before the Expanded Development
Completion Deadline, then under Section 5.2 Company will be entitled to
receive a total of fifteen (15) annual Program Grants instead of only ten
(10) annual Program Grants. In addition, beginning in calendar year 2016,
if at least six hundred (600) Full-time Jobs are provided and filled on the
Development Property in a given year, the Overall Employment
Percentage, the Fort Worth Employment Percentage and the Central City
Employment percentage applicable to the Program Grant payable in the
following year will each be increased without being conditioned on
attainment of any of the other employment commitments, as more
specifically outlined in Sections 5.2.4.2(b), 5.2.4.3(b), 5.2.5.2(b),
5.2.5.3(b), 5.2.6.2(b) and 5.2.6.3(b).
Once Company believes that at least Thirteen Million Five
Hundred Seventy-five Thousand Dollars ($13,575,000.00) in Expanded
Development Costs have been expended for the Expanded Development
and that the Expanded Development Completion Date has occurred,
Company will provide a written notice to the City. This notice must be
filed with the City on or before the Expanded Development Completion
Deadline. The notice must include a final construction report in a form
reasonably acceptable to the Director that specifically outlines the total
Construction Costs expended for the Expanded Development, together
with supporting invoices and other documents necessary to demonstrate
that such amounts were actually paid, including, without limitation, final
lien waivers signed by Company's or an Affiliate's general contractor. In
accordance with Section 4.11, the City will have the right to inspect all
improvements comprising the Expanded Development in order to assess
whether they are fully operational with respect to their intended purposes,
and Company agrees to provide the City with reasonable demonstrations
and explanations to assist the City in its assessment.
Within ninety (90) calendar days following receipt by the City of
this notice and assessment by the City of the information contained
therein, if the City is able to verify that at least Thirteen Million Five
Hundred Seventy-five Thousand Dollars ($13,575,000.00) in Expanded
Development Costs were expended for the Expanded Development and
that the Expanded Development Completion Date occurred on or before
the Expanded Development Completion Deadline, the Director will issue
Company a certificate confirming these facts (a "Certificate of Expanded
Development Completion").
Amendment No. I to City Secretary Contract No.44816 1 1
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
If, on the basis of the written notice and supporting documentation
provided by Company, the City cannot verify that at least Thirteen Million
Five Hundred Seventy-five Thousand Dollars ($13,575,000.00) in
Expanded Development Costs were expended for the Expanded
Development and that the Expanded Development Completion Date
occurred on or before the Expanded Development Completion Deadline,
the City will notify Company in writing, in which case Company may file
any supplementary documentation it may have or Company may continue
work on the Expanded Development and file additional documentation
with the City at any time prior to the later of (i) the Expanded
Development Completion Deadline or (ii) thirty (30) calendar days
following the City's notification (provided that the City will only consider
Expanded Development Costs expended on or prior to the Expanded
Development Completion Deadline and operational standards existing as
of the Expanded Development Completion Deadline for purposes of
determining whether a Certificate of Expanded Development Completion
can be issued).
8. Section 6 of the Agreement (Default, Termination and Failure by Company to
Meet Various Deadlines and Commitments) is hereby amended by adding a new Section
6.8, as follows:
6.8. Failure to Complete Expanded Development.
If at least Thirteen Million Five Hundred Seventy-five Thousand
Dollars ($13,575,000.00) in Expanded Development Costs were not
expended for the Expanded Development or the Expanded Development
Completion Date did not occur by the Expanded Development Completion
Deadline, such failure will not constitute a default hereunder or provide
the City with the right to terminate this Agreement, but, rather, will only
cause Company to not receive the benefits (fifteen (15) total annual
Program Grants instead of ten (10) and revised calculations of the Overall
Employment Percentage, the Fort Worth Employment Percentage, and the
Central City Employment Percentage) that Company otherwise would
have received if the Expanded Development had been completed in
accordance with this Agreement.
9. All terms in this Amendment that are capitalized but not defined have the
meanings assigned to them in the Agreement.
10. All terms and conditions of the Agreement that are not expressly amended under
this Amendment remain in full force and effect.
Amendment No. 1 to City Secretary Contract No.44816 12
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
EXECUTED as of the later date indicated below:
CITY OF FORT `NORTH: GE MANUI r CTURING
SOLUTIO ,LLC,
a Delaware 1 ited li ility company:
B � B
Y• Y•
Jesus J. Chapa Name: Wal e A aya
Assistant City Manager Title: Preside t
Date: �'ld `� Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: C-27567 12-15-15
Form 1295 Certificate No. 2 D 16
7
A by: o °°a°R� .,
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dmy J. Secretary $ a
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Amendment No. 1 to City Secretary Contract No.44816 - -
- - — l
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
Exhibit B-1
Expanded Development Detail
Amendment No. 1 to City Secretary Contract No.44816 14
Economic Development Program Agreement with GE Manufacturing Solutions,LLC
Exhibit B-1
Facility Improvements
P&E Investments 2016-DRAFT (numbers shown in 0000
Locomotive
Site Project Name/Description Category 1Q 2Q 3Q 4Q TY
Tx Loco Paint 2016 Capacity $ 500 $ 500 Personal Property
Tx Loco EHS Projects 2016 EHS $ 50 $ 150 $ 150 $ 50 400 Personal Property
Tx Loco Airfloats with hydraulics(2) 2016 Productivity 140 140 Personal Property
Tx Loco TCU Partnership 2016 Capacity 15 15 30 Personal Property
Tx Loco Plant Scaffolding 2016 EHS 500 500 Personal Property
Tx Loco Heavy Fab Automation 2016 Productivity 3,100 3,100 300 6,500 Personal Property
Tx Loco PL supp.material delivery&presentation 2016 Capacity 50 50 100 Personal Property
Tx Loco Torque Tool System TR 2016 EHS 140 140 Personal Property
Tx Loco Emergency Lighting,Paint Booths 2016 EHS 30 30 Real Property
Tx Loco Light Fab Subs 2016 Productivity 500 1,000 1,500 Personal Property
Tx Loco Loco Storage 2016 Capacity 300 300 Real Property
Tx Loco Waste Water Evaporator 2016 EHS 125 125 Personal Property
Tx Loco RC Cart Mods(Steering) 2016 EHS 40 40,Personal Property
Tx Loco Truck mover 2016 Capacity 50 50 Personal Property
$ 935 $4,220 $4,850 $ 350 $ 10,355
Improvements
Improvements OHV Second Floor 2017 Capacity $ 1,000 $ 1,500 $ 1,000 3,500 Real Property
$ 1,000 $1,500 $1,000 $ $ 3,5001
� t
OHV 400T R/G Development NPI $ 47 $ 47 Personal Property
OHV GEB23 TT Development NPI 80 80 Personal Property
OHV Complete pinon transfer NPI 150 150 Personal Property
OHV VTC probe NPI 30 30 Personal Property
OHV 106/108 Planetary Geortorqueing project NPI 197 197 Personal Property
OHV 35TT PAMA fixture NPI 18 18 Personal Property
OHV 23 hub fixture PAMA NPI 20 20 Personal Property
OHV Machine performance monitoring Productivity 50 50 Personal Property
OHV Lobby Display Infrastructure 8 8',Personal Property
OHV EHS Misc Projects EHS 10 10 10 20 50 Personal Property
OHV EM/KGs NPI 420 420 Personal Property
OHV *Hardware upgrade of test stand for DC curren!NPI 150 150 Personal Property
OHV *Software changes to add DC wheel test poran NPI 50 50 Personal Property
OHV 23/28 Pinions NPI 30 30 Personal Property
$ 57 $ 496 $ 727 $ 20 $ 1,300;
Personal Property $ 662 $ 4,716 $ 5,577 $ 370 $ 11,325
Real Property $ 1,330 $ 1,500 $ 1,000 $ - $ 3,830
Total $ 1,992 $ 6,216 $ 6,577 $ 370 $ 15,155
Exhibit B-1
Page 1
Exhibit B-1
Test Track Project Summary
Test Track Core Operational Requirements
• Overall track minimum distance 3.0 miles
• Optimized for 55 MPH continuous operations
• Capable of 74 MPH peak operation (safety protocol)
• Quarter mile derail mitigation @ start and stop of track
• Minimum 20ft track centers to GE property line(s)
• Unlimited track access supporting GE operational efficiency (6 hr daily
projected usage with approximately 12 minutes total gate closure per
crossing per day)
• Other design criteria
• Access to "Wye" track for ability to reverse locomotive direction
between GE property and test track before testing
• Enables additional main line spur allowing plant shipping access
independent of test track
• Alignment separate from Class I main line ROW
• Meets FRA requirements for classification as industrial plant railroad
• Timeline
• Track design, construction and financing commitments needed for GE
decision to increase plant volume 06/30/2015
• Track test capacity > GE facility production capacity 01/31/2016
• Maintain access to ROW south of 114/156 interchange until bridge
removal
• Interim locomotive testing arrangements must continue through test
track completion
Exhibit B-1
Page 2
Exhibit B-1
Test Track Project Summary (continued)
GE Rail Test Track Project
Design and Construction Summar
3-Mile Track Extension - 20' Track Centers
Item Description
Gradin
M obilization and General Condition including and all permits required to complete this project.(ODO,0400,0'800,01400,01500,0500,01700,
0'600
Complete and File SWP P P Notice To Proceed,Notice Of Termination to complete this project.
Clear and Grub:Clear to grading limits(6"Topsoil removal/stockpile).(031D0)Appro ximately 75 ft by 4,900 ft
RR Embankment:Common Material and Granular Rock Material(03200,in place volume)
RR Excavation:Common Material and Limestone(03200,in place volume)
Over Excavate and haul off and replace.As directed by the Engineer.(03400,in place volume)
12"Lime Stabilized Subgrade(03500)(20'x4,900')
Assume Lime 12"@ 6%lime by weight of 136#/ft3,Test Lime Series(03500)
Furnish and Install 12"Type I Pervious Subballast(03300,in place volume)
SWPP P:Topsoil-4"(in place volume)
S WP P P:Permanent Seeding
Turbidity B arrier Type II
SWPP P:20"Organic Filter Tube(check dam)
SWPPP:9"Organic Filter Tube(silt fence)
SWPP P:Stabilized Construction Entrance
.F;Dncino&Gates
Furnish and Install BNSF No.2 ROW Fence including comer posts,brace posts and terminal post w/5 wire,wire stays,Steel T post w/clamps.Removal and disposal of existing ro-w.
fence is subsidiary to newfence.As directed by the Engineer.
Drainage:CBC and Headwalls
Sta.DSD:Install 2-8')6'RCB including execavation and beading.
Sta.19516:Cast in place,construct 2-8'x 6'RCB headwall,wing walls and apron including concrete,fo rming,reinforcement steel,required shoring,excavation and bedding.(04400)
Sta.9493+50 Install 1-3'x3'RCB including execavation and beading.
Ste.9493+50:Cast in place,construct 2-3'x T RCB headwall,wing walls and apron including concrete,forming,reinforcement steel,required shoring,excavation and bedding.(04400)
Sta.947t Install 4-8')S'RCB including execavation and beading.
Ste.947t Cast in place,construct 2-8'x6'RCB headwall,wing walls and apron including concrete,forming,reinforcement steel,required shoring,excavation and bedding.(04400)
Sta.9453:Install 4-10'x8'RCB including execavation and beeding.
Sta.9453:Cast in place,construct 4-10'x8'RCB headwall,wing walls and apron including concrete,forming,reinforcement steel,required shoring,excavation and bedding.(04400)
Structural Retal ning Wall
New Rail Bridge-Sta 956780x42
Relocation of Public Access
Relocation of of Justin Cementary Road
12"Lime Stabilized Subgrade.(03500)
Assume Lime 12"@ 6%lime by weight of 136#/ft3,Test Lime Series(03500)
Utility Relocations
Utility Coordination:Direct contact with DIGTESS for Locating/Flagging of each
utility as identified but not limited to the Utility Exhibits to insure that said utilityis located before construction.Coordination shall continue until utilityrelocation or protection is
complete within the limits of this project.Provide a sufficient level B S.U.E.before all associated railroad construction.
Sleeve Natural Gas Line-Cowtown Pipeline Partners
Sleeve Natural Gas Line-Quick Silver Resources
Sleeve Saltwater Disposal Line
Sleeve Saltwater Disposal Line
Fiber Optic Line-to be abandoned prior to construction
Relocate Overhead Electric and Telephone
M isc Relocation along Corridor
Track Material
136#CWR w/Woo dTies-Traditional Install,Welds,Surfacing,DE stress,
Ballast
Install P ower#11Tum Out-welds,ballast,surfacing
Switch Point Derail
Earthen Bumper
B NSF Flagging(assume lflagman for3 months)
MastArn Signal Adjustment
Exhibit B-1
Page 3
Exhibit
TrackTest - • l Location Overview
7
Exhibit B-1
`b
HARMf}NSON ROAD
• J - 15840'
• LAMBERT SMITCH
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B�RAOIUS (FM 156 - $H1141
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M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT WORTH
COUNCIL ACTION: Approved on 12/15/2015
DATE: 12/15/2015 REFERENCE C-27567 LOG NAME: 17ED GEEDPAAMEND1
NO..
NOW PUBLIC
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of Amendment No. 1 to City Secretary Contract No. 44816,
Economic Development Program Agreement, with GE Manufacturing Solutions, LLC, for
the Completion of a Locomotive Manufacturing Facility Located at 16201 Three Wide
Drive and a Mining Equipment Manufacturing Facility Located at 16202 Three Wide Drive
to Extend the Term of the Agreement and to Revise Employment Commitments
Necessary for Bonus Grant Payments (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of Amendment No. 1 to the
Economic Development Program Agreement, City Secretary Contract No. 44816, with GE
Manufacturing Solutions, LLC, for the completion of a locomotive manufacturing facility located at
16201 Three Wide Drive and a mining equipment manufacturing facility located at 16202 Three Wide
Drive to extend the term of the Agreement and to revise employment commitments that must be met
in order to receive bonus economic development grants.
DISCUSSION:
On February 19, 2013, the City Council approved an Economic Development Program Agreement
with GE Manufacturing Solutions, LLC, an affiliated entity of GE Transportation (GE) for the
completion of a locomotive manufacturing facility located at 16201 Three Wide Drive and a mining
equipment manufacturing facility located at 16202 Three Wide Drive (M&C G-17815). The ten year
Economic Development Program Agreement (Agreement) with GE provides for annual economic
development grant payments equal to 55 percent of the City's taxes on the incremental values (since
January 1, 2012) of the real and business personal property investment on the sites of GE's new
locomotive and mining manufacturing facilities. The Agreement provides that if in any year during the
term of the Agreement, GE exceeds certain employment requirements, GE may be able to receive
increased grant payments that would equal up to 85 percent of the City's taxes on the incremental
values of the real and business personal property investment on the sites.
GE has requested an amendment to the Agreement to extend the term by five years and to revise the
employment commitment in order to facilitate an additional investment of$13,575,000.00 for
improvements at the locomotive facility and to provide additional incentive to complete construction of
a rail test track. The original Agreement states that if GE reaches employment thresholds of 600 and
875 full-time jobs and also meets commitments pertaining to the utilization of Fort Worth and Fort
Worth Central City residents for those jobs during the term of the Agreement, then GE will be eligible
for bonus grant payments of, respectively, a maximum aggregate of 70 percent of incremental taxes
and a maximum of 85 percent of incremental taxes. Under the terms of the existing Agreement, GE
must meet all three employment commitments (base number of employees, Fort Worth residents and
Central City residents) in order to receive bonus grant payments.
Under the proposed Amendment, GE would be eligible to receive bonus grant payments solely based
on the achievement of providing the minimum number of additional overall jobs without regard to
whether those jobs are held by Fort Worth or Central City residents. Per proposed Amendment No.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21795&councildate=12/15/2015 4/14/2016
M&C Review Page 2 of 2
1, GE will no longer be required to meet the remaining two employment commitments (Fort Worth
residents and Central City residents) to be eligible to receive the bonus grant payments. However,
the Fort Worth and Central City Commitments will remain in place for purposes of calculation of the
eligible annual grant amount to be received. GE must have expended at least$13,575,000.00 in
construction costs for additional improvements at the locomotive and mining facilities by December
31, 2016 and, by the same date, have at least contracted for, or placed under binding purchase
order, all material elements of the test track project construction.
All other terms and conditions outlined in the Agreement will remain the same and Staff recommends
approval of the proposed amendment.
The project is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that approval of this Agreement will have no
material effect on the Fiscal Year 2016 budget. While no current year impact is anticipated from this
action, any effect on expenditures and revenues will be budgeted in future fiscal years and will be
included in the long term forecast.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Robert Sturns (8172122663)
Additional Information Contact: Ossana Hermosillo (8172122665)
Natalie Moore (8172122680)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/me_review.asp?ID=21795&councildate=12/15/2015 4/14/2016
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-9944
GE Manufacturing Solutions, LLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/05/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
44816
Tax abatement agreement
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
General Electric Company Fairfield, CT United States X
Segovia, Justo Fort Worth,TX United States X
Amaya,Walter Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm, ndet p nalty o perjt hat the above disclosure is true and correct.
LEIGH A. ALLISON
Notary Public,State of Texas
My Commission Expires Signature of aut o iz nt of contracting business entity
July 23, 2018
AFFIX NOT
,p �
Sworn to and subscribed before me,by the said (}���� M��1 this the q day of f C E�
20to certify which,witness my hand and seal of office.
v` ! •�� rnJ1611 A_ i41h3o"ly /�oTA pc.bl�e
Sig ture of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944