HomeMy WebLinkAboutContract 46727-A1 CITY SEC y TTARY
STATE OF TEXAS §
COUNTY OF TARRANT §
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 46727
TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND WINNER LLC
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
46727 ("Amendment") is entered into by and between the CITY OF FORT WORTH
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and WINNER LLC ("Company"), a Delaware limited liability company.
The City and Company hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Company have entered into this
Amendment:
A. The City and Company previously entered into that certain Tax Abatement
Agreement on file in the City Secretary's Office as City Secretary Contract No. 46727
(the "Agreement"). Under the Agreement, the City agreed to abate certain ad valorem
real property taxes on improvements proposed to be constructed on certain property
owned by Company at the northeast corner of Alliance Gateway and Park Vista
Boulevard (such property identified in Exhibit "A" of the Agreement and defined as the
"Land") and certain ad valorem taxes on business personal property located on the Land
in return for Company's construction of at least a 250,000 square foot data center on the
Land, with a minimum combined real and personal property investment of
$250,000,000.00, all as more specifically outlined in the Agreement.
B. The Land is defined in the Agreement to include additional land within a
half-mile radius of the property described in Exhibit "A" of the Agreement that is
acquired by Company after the Effective Date of the Agreement. As contemplated in the
Agreement, Company has now acquired for this project that certain real property adjacent
to the Land identified in Exhibit "A" of the Agreement. This additional property is
described on Exhibit "A-1", attached hereto and hereby made a part of this Amendment
for all purposes (the "Additional Adjacent Property"). For the sake of clarity, the
parties wish to amend the Agreement to more specifically define the "Land" as including
the Additional Adjacent Property.
C. On October 18, 2016 the City Council adopted Ordinance No. 22473-10-
2016 to expand Tax Abatement Reinvestment Zone No. 90, City of Fort Worth, Texas to
include the Additional Adjacent Property, which Property is now designated as Tax
Abatement Reinvestment Zone No. 90A, City of Fort Worth, Texas. -
Page 1
Amendment No. 1 to CSC No.46727 �$F1Cr,Al..R��iOR®
Tax Abatement Agreement between City of Fort Worth and Winner LLC �,.ry SFCRE'TARY
` �T.WORT,TX
D. This Amendment is authorized under § 312.208 of the Texas Tax Code
because (i) the provisions of this Amendment could have been included in the original
Agreement and (ii) this Amendment has been entered into following the same procedure
in which the Agreement was approved and executed.
NOW, THEREFORE, the City and Company, for and in consideration of the
terms and conditions set forth herein, do hereby contract, covenant and agree as follows:
1. Section 2 of the Agreement (Definitions) is hereby amended to change the
definitions of the following terms, as follows:
Abatement means (i) the abatement of ten percent (10%) of the
City's incremental ad valorem real property taxes on the Land and all
improvements located on the Land, based on the increase in values of the
Land and all improvements on the Land for the 2018 tax year over their
values for (a) for that portion of the Land described in Exhibit "A", the
2015 tax year (which is the year in which the parties entered into this
Agreement), and (b) for that portion of the Land described in Exhibit "A-
I", the 2016 tax year (which is the year in which the Zone was expanded
and that portion of the Land was thereby also designated as a reinvestment
zone), and (ii) the abatement of ten percent (10%) of the City's ad valorem
taxes on New Taxable Tangible Personal Property, based on the taxable
assessed value of the New Taxable Tangible Personal Property.
Land means the real property described on Exhibit "A" and the
real property described on Exhibit "A-1". Both Exhibits are attached
hereto and hereby made a part of this Agreement for all purposes.
Zone means that real property comprising Tax Abatement
Reinvestment Zone No. 90, designated by the City Council under
Ordinance No. 21757-05-2015, and that real property comprising Tax
Abatement Reinvestment Zone No. 90A, designated by the City Council
under Ordinance No. 22473-10-2016, which comprises all of the Land.
2. Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
3. Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect.
Page 2
Amendment No. I to CSC No.46727
Tax Abatement Agreement between City of Fort Worth and Winner LLC
4. This Amendment contains the final written expression of the City and Company
with respect to the subject matter hereof. This Amendment may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
EXECUTED to be effective of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 3
Amendment No. 1 to CSC No.46727
Tax Abatement Agreement between City of Fort Worth and Winner LLC
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CITY OF FORT WORTH: ATTEST: a�®® \\���,S1
By:— �— � By:
Jesus J. Chapa Name:IV)GI ►z --5-- jul f L
Assistant City Manager Title: }. S PC re ki'��-
Date: �G 3 Date: t /Z/
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: G-18858 10-18-16
Form 1295 No. 2016-120005
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Jesus J.
Chapa, Assistant City Manager of the CITY OF FORT WORTH, a municipality
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 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
�Jo✓e rbti ,— , 2016.
- lep
Notary Public in afor
:=ot►!+rPoe�., TRIKINYA L JOHNSON
the State ofd//exas _Notary Public,State of Texas
Com
m.Expires 04-17-2018
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Notary's Printe Name '������������ Notary ID 1238832-0
Page 4
Amendment No. I to CSC No.46727
Tax Abatement Agreement between City of Fort Worth and Winner LLC
WINNER LLC,
a Delaware limited liability company:
By:
ame:
Title:
Date: ya V l D , ;:9-0(&
STATE OF §
COUNTY OF�lA V H&0§
B F ME,the unders' ned authority, o this day personally appeared
y-N&C
>1 �(/6 k Vl _of WINNER LLC, a Delaware
limited liability company, known to me to be the p rson 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 WINNER LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
day of_ M d uufAc , 2016.
tary Public in and
the State ofPIA LEAH MCGE TlGAV
G 1 1 Com y Public
#2097787
LcAk1l/ _ -• Notary P4blic•California D
Z San Mateo County
Notary's Printed Name My Comm.Ex Tres Jan 23,201 s
Page 5
Amendment No. 1 to CSC No.46727
Tax Abatement Agreement between City of Fort Worth and Winner LLC
EXHIBIT "A-1"
ADDITIONAL ADJACENT PROPERTY
Amendment No. 1 to CSC No.46727
Tax Abatement Agreement between City of Fort Worth and Winner LLC
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IA..
S O L U T I O N! Cnede00y. T.BAages
OF LAND SITUATED IN THE F.CUELLA SURVEY,ABSTRACT NUMBER 267, Dm.: 11.302016
..�.a xt.+o«i•n CITY OF FORT WORTH,TARRANT COUNTY,TEXAS.
'M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA FORT VVORTI_I
COUNCIL ACTION: Approved on 10/18/2016 - Ordinance No. 22473-10-2016
DATE: 10/18/2016 REFERENCE NO.: G-18858 LOG NAME: 17ED TARIZ90-
A
CODE: G TYPE: NON-CONSENT PUBLIC YES
HEARING:
SUBJECT: Conduct a Public Hearing and Adopt Ordinance Designating Tax Abatement Reinvestment
Zone No. 90A, City of Fort Worth, Texas, for Property Located at 14217 and 14101
Independence Parkway and Amend Tax Abatement Agreement, City Secretary Contract
No. 46727, to Include Such Additional Property (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Conduct a public hearing concerning the designation of Tax Abatement Reinvestment Zone No. 90A,
City of Fort Worth, Texas, for property located at 14217 and 14101 Independence Parkway;
2. Adopt the attached ordinance for the designation of Tax Abatement Reinvestment Zone No. 90A, City of
Fort Worth, Texas, pursuant to and in accordance with Chapter 312 of the Texas Tax Code; and
3. Amend Tax Abatement Agreement with Winner, LLC, City Secretary Contract No. 46727, to reflect that
the property subject to abatement under the Agreement includes the property located in Tax Abatement
Reinvestment Zone No. 90A, City of Fort Worth, Texas,
DISCUSSION:
On May 19, 2015 the City Council adopted Ordinance No. 21757-05-2015, designating Tax Abatement
Reinvestment Zone No. 90, City of Fort Worth, Texas, and approved execution of a Tax Abatement
Agreement with Winner LLC (City Secretary Contract No. 46727). Under the Tax Abatement Agreement,
the City has agreed to abate 10 percent of the incremental ad valorem taxes on real and business personal
property owned by Winner LLC (Company) provided that Company expended at least$250,000,000.00 on
construction and equipment of a Facebook data center located on property in the reinvestment zone.
The Tax Abatement Agreement also provides a mechanism for Company to acquire additional land
adjacent to the site in order to expand the project footprint. Company has announced that it wishes to
construct additional data center improvements on property it has since acquired at 14101 and 14217
Independence Parkway. This land is adjacent to the current reinvestment zone. In order for this property to
be covered under the Tax Abatement Agreement, as allowed under the Agreement, the City Council must
also designate this property as a reinvestment zone.
As required by Chapter 312 of the Texas Tax Code, a public hearing must be conducted regarding the
creation or expansion of a Reinvestment Zone. The exact boundaries of the proposed zone are described
in Exhibit A of the attached ordinance. Notice of this hearing was delivered to the governing body of each
affected taxing unit and published in a newspaper of general circulation at least seven days prior to this
hearing.
The area encompassing the proposed Zone meets the statutory criteria for designation as a Tax Abatement
Reinvestment Zone, pursuant to Chapter 312 of the Texas Tax Code, in that the area is likely, as a result of
the designation, to contribute to the expansion of the Company's major investment in the Zone that would
be a benefit to the property and that would contribute to the economic development of the City. Further, the
improvements sought in the Zone are feasible, practical and would be a benefit to the land to be included in
the Zone and to the City after the existing Tax Abatement Agreement to be amended, has expired.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22971&councildate=10/18/2016 11/30/2016
M&C Review Page 2 of 2
The term of the proposed Zone will be five years from the date of adoption of the attached ordinance and
may be renewed for periods not to exceed five years each.
The property included in the City of Fort Worth Reinvestment Zone No. 90 consists of a 110 acre tract, with
an established base year of 2015. The 40-acre tract of land to be included in the expanded City of Fort
Worth Reinvestment Zone No. 90A, will establish base year of 2016 for improvements that occur within this
zone. Staff recommends the expansion of Reinvestment Zone No. 90A and amending City Secretary
Contract No. 46727 to establish dual base years in the Tax Abatement Agreement.
The proposed Zone is located in COUNCIL DISTRICT 7, Mapsco 9J.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this Agreement will have no material effect on the Fiscal
Year 2017 budget. While no current year impact is anticipated from this action, any effect on expenditures
and revenues will be budgeted in future fiscal years and will be included in the long-term financial forecast.
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 L�Chartfield 2 _]
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Robert Sturns (212-2663)
Additional Information Contact: Ossana Hermosillo (212-2665)
ATTACHMENTS
Exhibit A to AO.pdf
Form 1295 Winner LLC (17ED TARIZ).pdf
TA Reinvestment Zone 90A.Facebook.docx
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22971&councildate=10/18/2016 11/30/2016
- C
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. 2016-120005
Winner LLC,a Delaware limited liability company
Menlo Park,CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/04/2016
being filed.
City of Fort Worth,Texas Date Acknowledged:
l
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 services,goods,or other property to be provided under the contract.
46727-A1
Tax Abatement Agreement with Winner LLC
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Eberly, Delfina Menlo Park,CA United States X
Park,Jay Menlo Park,CA United States X
Furlong,Tom Menlo Park,TX United States X
Welichko, Ellen Seattle,WA United States X
Brimstone Acquisition Corp.,a Delaware corporation Menlo Park,CA United States X
Wageman,Paul Dallas,TX United States X
Mann,Tommy Dallas,TX United States X
Hoffmann, Laura Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 LEAH MCOETTiCiAN I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Commission#2097M
-� Notary PublIC-Catltornia
San Matto County
Comm. Jan 23 2019+Jan 23 2019
-� Signa re of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said �" this the J day of �
20to certify which,witness my hand and seal of o ice.
At t,-- �- � MGG-� 1 �, N� 4/r-
Signature of officer a i stering oh1h Printed name of officer administering oath U Title of officer administe i g oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277