HomeMy WebLinkAboutContract 52206 CITY SECRETARY
CONTRACT No._ 5;QQ(o
STATE OF TEXAS §
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 municipality
organized under the laws of the State of Texas, and BEN E. KEITH COMPANY, a Texas
corporation("Company").
RECITALS
A. On January 29, 2019, the City Council adopted Resolution No. 5040-01-
2019,stating that the City elects to be eligible to participate in tax abatement and setting forth
guidelines and criteria governing tax abatement agreements entered into between the City
and various parties, entitled "General Tax Abatement Policy" (the "Policy"), which is
incorporated herein by reference and hereby made a part of this Agreement for all purposes.
B. The Policy contains appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the City as contemplated by Chapter 312 of the
Texas Tax Code, as amended (the "Code").
C. On February 12, 2019 the City Council adopted Ordinance No. 23575-02-
2019 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 98, City of
Fort Worth,Texas (the"Zone").
D. Company owns approximately 51.35 acres of real property at 7650 Will
Rogers Boulevard in Carter Industrial Park in the City,which real property is located within
the Zone and is more specifically described in Exhibit "A" (the "Land"), attached hereto
and hereby made a part of this Agreement for all purposes. Contingent upon receipt of the
tax abatement herein, Company intends to expand its business operations on the Land by
expanding its office and warehouse facility by approximately 185,000 square feet (more
specifically defined herein as the "Required Improvements"), as more specifically set forth
in this Agreement.
E. On August 30, 2018 Company submitted an application for tax abatement
(the"Application")to the City concerning Company's plans for development of the Land,
including construction of the Required Improvements, which Application is attached
�O hereto as Exhibit"B" and hereby made a part of this Agreement for all purposes.
\�pF S�QRS Page 1
Tax Abatement Agreement between f -v glCNAL RECORD
City of Fort Worth and Ben E.Keith Company
p' SECRETARY
FjT WORTH,TX
F. The contemplated use of the Land and the terms of this Agreement are
consistent with encouraging development of the Zone and generating economic
development and increased employment opportunities in the City, in accordance with the
purposes for creation of the Zone, and are in compliance with the Policy,the Ordinance and
other applicable laws, ordinances, rules and regulations.
G. Company provides food and beverage distributing services and has had a
leading corporate presence in the City since 1906. Under this Agreement, Company is
committing to expend at least $22 million in Construction Costs for the Required
Improvements. Company is also committing to maintain a minimum of 855 Full-time Jobs
by the end of the First Operating Year, increasing to a total of 1,034 Full-time Jobs by the
end of 2023,and further increasing to a total of 1,138 Full-time Jobs by the end of 2025,with
average annual Salaries of at least$73,000.00. Therefore,the provisions of this Agreement,
as well as the proposed use of the Land and nature of the proposed Required Improvements,
as defined herein, satisfy the eligibility criteria for commercial/industrial tax abatement
pursuant to Section 5 of the Policy(Existing Business Expansion Projects).
H. 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 that have jurisdiction
over the Land.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration,the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City 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 Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
Abatement means (i) the abatement of a percentage (not to exceed fifty percent
(50%) in any year of the Abatement Term) of the City's incremental ad valorem real
property taxes on the Land and any improvements located on the Land, based on the
increase in values of the Land and all improvements located on the Land from the 2019 tax
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
year (which is the year in which the parties entered into this Agreement), and (ii) the
abatement of a percentage (not to exceed fifty percent(50%) in any year of the Abatement
Term) of the City's incremental ad valorem taxes on New Taxable Tangible Personal
Property, all calculated in accordance with this Agreement.
Abatement Term means the term of seven (7) consecutive calendar years,
commencing on January 1 of the Second Operating Year, in which Company will receive
the Abatement in accordance with this Agreement.
Affiliate means all entities, incorporated or otherwise,under common control with,
controlled by or controlling Company. For purposes of this definition, "control" means
fifty percent(50%) or more of the ownership determined by either value or vote.
Annual Salary Commitment has the meaning ascribed to it in Section 4.4.4.
Application has the meaning ascribed to it in Recital E.
Central City means that area in the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG-
eligible block groups or enterprise zones, as well as any CDBG-eligible block in the
corporate limits of the City outside Loop 820, as more specifically depicted in the map of
Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes.
The Company's Central City resident employee headcount can be verified by using the
following website:
https:Hmapit.fortworthtexas.gov/Html5Viewer/?viewer--economicdevelopment.
Central City Employment Commitment has the meaning ascribed to it in Section
4.4.3.
Central City Employment Percentage has the meaning ascribed to it in Section
6.6.
Central City Resident means an individual whose primary residence is at a
location within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.
Certified M/WBE Company means a minority or woman-owned business that(i)
has received certification as either a minority business enterprise(MBE),a woman business
enterprise (WBE), or a disadvantaged business enterprise (DBE) by the North Central
Texas Regional Certification Agency (NCTRCA), D/FW Minority Supplier Development
Council (MSDC), or Women's Business Council — Southwest (WBC), and that has a
principal office located within Tarrant, Dallas,Denton,Johnson,Parker,or Wise Counties,
Texas. For purposes of this definition, a"principal office" means an office facility that is
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
fully operational and has sufficient equipment, supplies, and personnel to provide the
product or service of the business in question to clients in the City without significant
reliance on the resources of another entity or affiliate or of an auxiliary facility of the
business which is located outside of Tarrant, Dallas, Denton, Johnson, Parker, and Wise
Counties, Texas.
Code has the meaning ascribed to it in Recital B.
Completion Date means the date as of which all occupiable space within the
Required Improvements have received a temporary or permanent certificate of occupancy.
Completion Deadline means June 30, 2021.
Compliance Auditing Term means the term of seven (7) consecutive years,
commencing on January 1 of the First Operating Year, in which the City will verify and
audit Company's compliance with the various commitments set forth in Section 4 that form
the basis for calculation of the amount of each annual Abatement percentage hereunder.
Construction Costs means Hard Construction Costs, plus the following costs
expended by Company either directly or through its general contractor, for the Required
Improvements: engineering fees, architectural and design fees; permit fees; and costs of
third party consultants, including attorneys and environmental consultants. Construction
Costs specifically excludes any real property acquisition costs.
Director means the director of the City's Economic Development Department.
Effective Date has the meaning ascribed to it in Section 3.
Event of Default means a breach of this Agreement by a party, either by act or
omission, as more specifically set forth in Section 7 of this Agreement.
Fifth Operating Year means the fifth full calendar year following the year in
which the Completion Date occurred.
First Operating Year means the first full calendar year following the year in which
the Completion Date occurred.
Fort Worth Company means business that a principal office located within the
corporate limits of the City of Fort Worth. For purposes of this definition, a "principal
office" means an office facility that is fully operational and has sufficient equipment,
supplies, and personnel to provide the product or service of the business in question to
clients in the City without significant reliance on the resources of another entity or affiliate
or of an auxiliary facility of the business which is located outside of the corporate limits of
the City of Fort Worth.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
Fort Worth Construction Spending Commitment has the meaning ascribed to
in Section 4.2.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
6.2.
Fort Worth Employment Commitment has the meaning ascribed to it in Section
4.4.2.
Fort Worth Employment Percentage has the meaning ascribed to it in Section
6.5.
Fort Worth Resident means an individual whose principal place of residence is at
a location within the corporate limits of the City of Fort Worth.
Fourth Operating Year means the fourth full calendar year following the year in
which the Completion Date occurred.
Full-time Job means a job provided to and filled by one(1)individual by Company
or an Affiliate working on, or considered to be based out of,the Land for at least forty(40)
hours per week.
Hard Construction Costs means actual site development and construction costs,
including, but not limited to, directly-related contractor fees and costs of supplies, labor,
and materials, regardless of whether Company pays directly or through its general
contractor.
Land has the meaning ascribed to it in Recital D.
Legal Requirements means federal, state and local laws, ordinances, rules and
regulations, including, but not limited to, all provisions of the City's charter and
ordinances, as amended.
M/WBE Construction Spending Commitment has the meaning ascribed to it in
Section 4.3.
M/WBE Construction Percentage has the meaning ascribed to it in Section 6.3.
New Taxable Tangible Personal Property means any personal property other
than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is
located on the Land; (iii) is owned or leased by Company and used by Company for the
business purposes outlined in this Agreement; and (iv) was not previously owned by
Company, on the City's ad valorem property tax roll, and located in the City prior to the
Effective Date of this Agreement.
Ordinance has the meaning ascribed to it in Recital C.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
Overall Employment Commitment has the meaning ascribed to it in Section
4.4.1.
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Policy has the meaning ascribed to it in Recital A.
Real Property Improvement Commitment has the meaning ascribed to it in
Section 4.1.
Real Property Improvement Percentage has the meaning ascribed to it in Section
6.1
Records has the meaning ascribed to it in Section 4.8.
Required Improvements means an expanded office and warehouse facility
constructed on the Land consisting of at least 185,000 square feet, as verified in the
Certificate of Completion issued by the Director in accordance with Section 5 of this
Agreement.
Salary means the cash payment or remuneration made to a person holding a Full-
time Job, including paid time off, commissions, withholding taxes and non-discretionary
bonuses. A Salary does not include any benefits, such as health insurance or retirement
contributions, reimbursements for employee expenses, or any discretionary bonuses.
Second Operating Year means the second full calendar year following the year in
which the Completion Date occurred.
Supply and Service Expenditures means those local discretionary expenditures
made by Company directly for the operation and maintenance of the Land and any
improvements thereon, excluding amounts paid for electric, natural gas, water, and any
other utilities (but not excluding fuel or gas purchased, stored on the Land, and used for
vehicles/transportation; or cable, internet or television services).
Supply and Service Spending Commitment has the meaning ascribed to it in
Section 4.5.
Supply and Service Percentage has the meaning ascribed to it in Section 6.7.
Term has the meaning ascribed to it in Section 3.
Third Operating Year means the third full calendar year following the year in
which the Completion Date occurred.
Zone has the meaning ascribed to it in Recital C.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
3. TERM.
This Agreement shall take effect on the date as of which both the City and Company
have executed this Agreement (the "Effective Date") and, unless terminated earlier in
accordance with its terms and conditions, shall expire upon expiration of the Abatement
Term(the "Term").
4. COMPANY'S OBLIGATIONS AND COMMITMENTS.
4.1. Real Property Improvements.
Company must expend or cause to be expended at least Twenty-two Million
Dollars ($22,000,000.00) in Construction Costs for the Required Improvements by
the Completion Date, of which at least Twenty Million Dollars ($20,000,000) must
be Hard Construction Costs, and the Completion Date for the Required
Improvements must occur on or before the Completion Deadline (collectively, the
"Real Property Improvement Commitment"). Notwithstanding anything to the
contrary herein, if the Real Property Improvement Commitment is not met, an Event
of Default will occur, as set forth in Section 7.1 of this Agreement.
4.2. Construction Spending Commitment for Fort Worth Companies.
By the Completion Date, Company must have expended or caused to be
expended at least Three Million Dollars($3,000,000.00) in Hard Construction Costs
with Fort Worth Companies (the "Fort Worth Construction Spending
Commitment").
4.3. Construction Spending Commitment for Certified M/WBE Companies.
By the Completion Date, Company must have expended or caused to be
expended at least fifteen percent (15%) of all Construction Costs for the Required
Improvements, regardless of the total amount of such Construction Costs, with
Certified M/WBE Companies (the "M/WBE Construction Spending
Commitment"). Expenditures made with any Certified M/WBE Company that
also qualifies as a Fort Worth Company under this Agreement will additionally be
counted as expenditures made with a Fort Worth Company for purposes of
measuring the Fort Worth Construction Spending Commitment.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
4.4. Employment Commitments.
Determination each year of compliance with the following employment
commitments will be based on the employment data provided to the City pursuant
to Section 4.6.2 for the year under evaluation.
4.4.1. Overall Employment.
Company must meet or exceed the following levels of overall
employment for the calendar years specified below (for each year below,
the "Overall Employment Commitment").
4.4.1.1. First and Second Operating Years.
In the First Operating Year and Second Operating
Year,Company will meet the Overall Employment Commitment if in
the year under evaluation Company provided at least 855 Full-time
Jobs. Notwithstanding anything to the contrary herein, because the
Overall Employment Commitment for the First Operating Year and
the Second Operating Year is 855 Full-time Jobs, if the Overall
Employment Commitment is not met in either of these years,an Event
of Default will occur, as set forth in Section 7.2 of this Agreement.
4.4.1.2. Third and Fourth Operating Years.
In the Third Operating Year and Fourth Operating
Year, Company will meet the Overall Employment Commitment if
in the year under evaluation Company provided at least 1,034 Full-
time Jobs.
4.4.1.3. Fifth Operating Year and Thereafter.
In the Fifth Operating Year and in each year
thereafter for the remainder of the Compliance Auditing Term,
Company will meet the Overall Employment Commitment if in the
year under evaluation Company provided at least 1,138 Full-time
Jobs.
4.4.2. Employment of Fort Worth Residents.
Company must meet or exceed the following levels of employment
of Fort Worth Residents for the calendar years specified below (for each
year below, the "Fort Worth Employment Commitment"). Full-time
Jobs held by Fort Worth Residents will also be counted as Full-time Jobs
for purposes of measuring the Overall Employment Commitment outlined
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
in Section 4.4.1. A Fort Worth Employment Commitment will not apply in
either the First Operating Year or Second Operating Year.
4.4.2.1. Third and Fourth Operating Years.
In the Third Operating Year and Fourth Operating
Year,Company will meet the Fort Worth Employment Commitment
if in the year under evaluation Company provided at least 338 Full-
time Jobs to Fort Worth Residents.
4.4.2.2. Fifth Operating Year and Thereafter.
In the Fifth Operating Year and in each year
thereafter for the remainder of the Compliance Auditing Term,
Company will meet the Fort Worth Employment Commitment if in
the year under evaluation Company provided at least 377 Full-time
Jobs to Fort Worth Residents.
4.4.3. Employment of Central City Residents.
Company must meet or exceed the following levels of employment
of Central City Residents for the calendar years specified below (for each
year below, the "Central City Employment Commitment"). Full-time
Jobs held by Central City Residents will also be counted as Full-time Jobs
for purposes of measuring the Fort Worth Employment Commitment
outlined in Section 4.4.2 as well as for the Overall Employment
Commitment outlined in Section 4.4.1. A Central City Employment
Commitment will not apply in either the First Operating Year or Second
Operating Year.
4.4.3.1. Third and Fourth Operating Years.
In the Third Operating Year and Fourth Operating
Year, Company will meet the Central City Employment
Commitment if in the year under evaluation Company provided at
least 94 Full-time Jobs to Central City Residents.
4.4.3.2. Fifth Operating Year and Thereafter.
In the Fifth Operating Year and in each year
thereafter for the remainder of the Compliance Auditing Term,
Company will meet the Central City Employment Commitment if in
the year under evaluation Company provided at least 103 Full-time
Jobs to Central City Residents.
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Tax Abatement Agreement between
City of Fort Worth and Ben F.Keith Company
4.4.4. Average Annual Salary.
Throughout the Third Operating Year and in each year of the
Compliance Auditing Term thereafter,the average annual Salary,measured
on a calendar year basis, for all Full-time Jobs, regardless of the total
number of such Full-time Jobs, must equal at least Seventy-three Thousand
Dollars ($73,000.00) (the "Annual Salary Commitment").
4.5. Annual Supply and Service Spending Commitment.
In the First Operating Year and in each year thereafter during the
Compliance Auditing Term,Company annually must expend at least Nine Hundred
Thousand Dollars ($900,000.00) in Supply and Service Expenditures with Fort
Worth Companies (the "Supply and Service Spending Commitment").
4.6. Reports and Filings.
4.6.1. Construction Reports.
4.6.1.1. M/WBE Plan.
Within sixty (60) calendar days following the
Effective Date of this Agreement, Company must provide the
Director with a report that outlines Company's plan to utilize
Certified M/WBE Companies for construction of the Required
Improvements. Company agrees to meet with the Director and other
City staff members to discuss such plan and to consider in good faith
any recommendations by the City to increase utilization of Certified
M/WBE Companies for construction of the Required
Improvements.
4.6.1.2. Semi-Annual Progress.
By June 30 and December 31 of each year prior to
the Completion Date, Company must provide the Director with a
report in a form reasonably acceptable to the City that specifically
outlines the then-aggregate Construction Costs expended for the
Required Improvements; the then-aggregate Hard Construction
Costs expended with Fort Worth Companies for the Required
Improvements; and the then-aggregate Construction Costs
expended with Certified M/WBE Companies for the Required
Improvements. Company agrees to meet with the Director and other
City staff members to discuss any concerns by the City with respect
to Company's progress in utilizing Fort Worth Companies and
Certified M/WBE Companies for construction of the Required
Improvements as of the date of any such report.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
4.6.1.3. Final Construction Report.
Within sixty (60) calendar days following the
Completion Date, in order for the City to assess whether the Real
Property Improvement Commitment was met,as outlined in Section
4.1, and the extent to which the Fort Worth Construction Spending
Commitment and the M/WBE Construction Spending Commitment
were met, Company must provide the Director with a report in a
form reasonably acceptable to the City that specifically outlines the
total Construction Costs expended for the Required Improvements;
the total Hard Construction Costs expended with Fort Worth
Companies for the Required Improvements; and the total
Construction Costs expended with Certified M/WBE Companies for
the Required Improvements, together with supporting invoices and
other documents necessary to demonstrate that such amounts were
actually paid by Company, including, without limitation, final lien
waivers signed by Company's general contractor.
4.6.2. Annual Employment Report.
On or before February 1 of the Second Operating Year and of each
year thereafter for the remainder of the Compliance Auditing Term, in order
for the City to assess the extent to which Company met the Overall
Employment Commitment and the Annual Salary Commitment in the
previous year, Company must provide the Director with a report in a form
reasonably acceptable to the City, that sets forth the total number of
individuals who held Full-time Jobs, as well as the Salary of each, all as of
December 31 (or such other date requested by Company and reasonably
acceptable to the City) of the previous calendar year, together with
reasonable supporting documentation. Beginning with the report due by
February 1 of the Fourth Operating Year, in order for the City to assess the
extent to which Company met the Fort Worth Employment Commitment
and the Central City Employment Commitment in the previous year, the
report must also set forth, in a form reasonably acceptable to the City, the
total number of Fort Worth Residents and Central City Residents who held
Full-time Jobs in the previous year, together with reasonable supporting
documentation. Failure of Company to submit the report pursuant to this
Section by February 1 of the Second Operating Year and each year
thereafter shall be an Event of Default pursuant to Section 7.7 requiring
notice by the City of such delinquency.
4.6.3. Annual Supply and Service Spending Report.
On or before February 1 of the Second Operating Year of each year
thereafter for the remainder of the Compliance Auditing Term, in order for
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
the City to assess the extent to which Company met the Supply and Service
Spending Commitment in the previous calendar year, Company must
provide the City with a report in a form reasonably acceptable to the City,
that sets forth the aggregate Supply and Service Expenditures made during
such year with Fort Worth Companies,together with reasonable supporting
documentation. Failure of Company to submit the report pursuant to this
Section by February 1 of the Second Operating Year and each year
thereafter shall be an Event of Default pursuant to Section 7.7 requiring
notice by the City of such delinquency.
4.6.4. General.
Company will supply any additional information reasonably
requested by the City that is pertinent to the City's evaluation of compliance
with each of the terms and conditions of this Agreement,provided that such
information is available to Company as part of its or an Affiliate's Records,
as that term is defined in Section 4.8.
4.7. Inspections.
At any time during Company's normal business hours throughout the Term
and following reasonable notice to Company which shall be no less than twenty-
four hour advance notice, the City will have the right to inspect and evaluate the
Land, and any improvements thereon, and Company will provide or cause to be
provided full access to the same to the extent that no safety hazards are present and
not more than a 24 hour delay in construction might reasonably occur as a direct
result of such inspection, in order for the City to monitor compliance with the terms
and conditions of this Agreement. Company will cooperate fully with the City
during any such inspection and evaluation. Notwithstanding the foregoing,
Company shall have the right to require that any representative of the City be
escorted by a Company representative or security personnel during any such
inspection and evaluation.
4.8. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Company or an Affiliate that relate directly to the Required
Improvements and the Land and any other documents necessary to evaluate
Company's compliance with this Agreement and with the commitments set forth in
this Agreement, including, but not limited to construction documents and invoices
(collectively "Records"). Company shall make all Records available to the City
on the Land or at another location in the City acceptable to both parties following
reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
4.9. Use of Land.
The Land and any improvements thereon, including, but not limited to, the
Required Improvements, must be used at all times during the Term of this
Agreement for Company's lawful business operations, as set. forth in this
Agreement, and otherwise in a manner that is consistent with the general purposes
of encouraging development or redevelopment of the Zone.
4.10. Abatement Application Fee.
The City acknowledges receipt from Company of the required Application
fee of Five Thousand Dollars($5,000.00). Of such amount,Two Thousand Dollars
($2,000.00) is strictly nonrefundable and shall be used by the City for the purposes
set forth in the Policy. If construction work on the Required Improvements begins
within one(1)year from the date of the Application,the remaining Three Thousand
Dollars ($3,000.00)of such fee shall be credited to Company's benefit against any
permit, impact, inspection or other lawful fee required by the City in connection
with the Required Improvements. If construction work for the Required
Improvements does not begin within one (1) year from the date of the Application,
Company will not receive a credit or refund of any portion of the fee. If there is a
balance of any of the remaining Application Fee funds after the date on which the
Director issues a Certificate of Completion in accordance with Section 5, Company
will be entitled to a refund of such remaining Application Fee funds, but only if
Company submits a letter to the Director requesting such refund within ninety(90)
calendar days following the date of issuance of the Certificate of Completion.
5. CERTIFICATE OF COMPLETION.
Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Required Improvements submitted in accordance with
Section 4.6.1.3, and assessment by the City of the information contained therein pursuant
to Sections 4.7 and 4.8, if the City is able to verify that the Real Property Improvement
Commitment was met, as outlined in Section 4.1, the Director will issue Company a
certificate stating the amount of Construction Costs expended for the Required
Improvements; the amount of Hard Construction Costs expended for the Required
Improvements specifically with Fort Worth Companies; and the amount of Construction
Costs expended for the Required Improvements specifically with Certified M/WBE
Companies (the "Certificate of Completion"). The Certificate of Completion will serve
as the basis for determining the extent to which the Fort Worth Construction Spending
Commitment and the M/WBE Construction Spending Commitment was met.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
6. TAX ABATEMENT.
Subject to the terms and conditions of this Agreement, provided that the Real
Property Improvement Commitment was met, as outlined in Section 4.1 and as confirmed
in the Certificate of Completion issued by the Director in accordance with Section 5,
Company will be entitled to receive and the City agrees to provide Company an Abatement
in each year of the Abatement Term. City agrees to take any required steps to effectuate
the Abatement in each year of the Abatement Term, including, but not limited to,providing
any necessary notices to the Tarrant Appraisal District. The City and Company agree to
work together in an expeditious manner to effectuate the Abatement in each year of the
Abatement Term and reasonably cooperate to submit the necessary documentation to any
third parties to effectuate the Abatement. The amount of each Abatement that Company is
entitled to receive and which the City will provide during such years will be a percentage
of the City's incremental ad valorem taxes on the Land and any improvements located
thereon, and on New Taxable Tangible Personal Property attributable to increases in the
value of such Land,improvements,and New Taxable Tangible Personal Property over their
taxable values for the 2019 tax year, which percentage will equal the sum of the Real
Property Improvement Percentage; the Fort Worth Construction Percentage; the M/WBE
Construction Percentage; the Overall Employment Percentage; the Fort Worth
Employment Percentage (to the extent applicable); the Central City Employment
Percentage(to the extent applicable); and the Supply and Service Percentage, as defined in
Sections 6.1 through 6.7 (not to exceed fifty percent(50%)), as follows:
6.1. Completion of Required Improvements (20% in Years 1 and 2 of the
Abatement Term; 5% Thereafter).
Company will be entitled to receive a percentage of the Abatement on
account of Company's having met the Real Property Improvement Commitment in
accordance with Section 4.1 (the "Real Property Improvement Percentage"), as
follows:
6.1.1. Years 1 and 2 of the Abatement Term.
For the Abatement granted in the first and second years of the
Abatement Term, the Real Property Improvement Percentage will equal
twenty percent(20%).
6.1.2. All Subsequent Years of the Abatement Term.
For the Abatement granted in the third and each subsequent year of
the Abatement Term,the Real Property Improvement Percentage will equal
five percent(5%).
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
6.2. Fort Worth Hard Construction Cost Spending (Up to 5% in Years 1
and 2 of the Abatement Term; Up to 2.5% Thereafter).
A percentage of the Abatement will be based on the extent to which the Fort
Worth Construction Spending Commitment, as outlined in Section 4.2, was met
(the "Fort Worth Construction Percentage"), as follows:
6.2.1. Years land 2 of the Abatement Term.
For the Abatement granted in the first and second years of the
Abatement Term, the Fort Worth Construction Percentage will equal the
product of five percent(5%)multiplied by the percentage by which the Fort
Worth Construction Commitment was met, which will be calculated by
dividing the actual Hard Construction Costs expended for the Required
Improvements by the Completion Date with Fort Worth Companies by
$3,000,000.00, which is the number of dollars comprising the Fort Worth
Construction Commitment, as set forth in Section 4.2. For example, if
Company only expended $2,550,000.00 in Hard Construction Costs with
Fort Worth Companies by the Completion Date, the Fort Worth
Construction Percentage would be 4.25% instead of 5% (or .05 x [$2.55
million/$3 million], or .05 x .85, or.0425). If the Fort Worth Construction
Commitment was met or exceeded,the Fort Worth Construction Percentage
will be five percent(5%).
6.2.2. All Subsequent Years of the Abatement Term.
For the Abatement granted in the third and each subsequent year of
the Abatement Term,the Fort Worth Construction Percentage will equal the
product of two and one-half percent(2.5%) multiplied by the percentage by
which the Fort Worth Construction Commitment was met, which will be
calculated by dividing the actual Hard Construction Costs expended for the
Required Improvements by the Completion Date with Fort Worth
Companies by $3,000,000.00, which is the number of dollars comprising
the Fort Worth Construction Commitment, as set forth in Section 4.2. For
example, if Company only expended $2,550,000.00 in Hard Construction
Costs with Fort Worth Companies by the Completion Date, the Fort Worth
Construction Percentage would be 2.125% instead of 2.5%(or .05 x [$2.55
million/$3 million], or .025 x .85, or .02125). If the Fort Worth
Construction Commitment was met or exceeded, the Fort Worth
Construction Percentage will be two and one-half percent(2.5%).
6.3. M/WBE Construction Spending (10%).
A percentage of the Abatement granted in each year of the Abatement Term
will be based on the whether the M/WBE Construction Spending Commitment, as
outlined in Section 4.3, was met (the "M/WBE Construction Percentage"). If
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
Company met or exceeded the M/WBE Construction Spending Commitment, the
MJWBE Construction Percentage for each Abatement hereunder will be ten percent
(10%). If Company failed to meet the M/WBE Construction Spending
Commitment,the M/WBE Construction Percentage for each Abatement hereunder
will be zero percent(0%).
6.4. Overall Employment(10% in Years 1 and 2 of the Abatement Term;
Up to 25% Thereafter).
A percentage of the Abatement will be based on the extent to which the
applicable Overall Employment Commitment,as outlined in Section 4.4.1,was met
(the "Overall Employment Percentage"), as follows:
6.4.1. Years 1 and 2 of the Abatement Term.
For the Abatement granted in the first and second years of the
Abatement Term, if Company met the Overall Employment Commitment in
the previous year,the Overall Employment Percentage will equal ten percent
(10%). Notwithstanding anything to the contrary herein,because the Overall
Employment Commitment applicable for the Abatement granted in these two
years is 855 Full-time Jobs, if the Overall Employment Commitment was not
met in the previous year in either case, an Event of Default will occur, as set
forth in Section 7.2 of this Agreement.
6.4.2. All Subsequent Years of the Abatement Term.
For the Abatement granted in the third and in each subsequent year
of the Abatement Term, subject to Section 7.2 of this Agreement, the
Overall Employment Percentage will equal the product of twenty-five
percent(25%) 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
in the previous year by the number of Full-time Jobs constituting the Overall
Employment Commitment for that year. For example, in accordance with
Section 4.4.1.2, the Overall Employment Commitment for the Fourth
Operating Year is 1,034 Full-time Jobs. If, instead,only 931 Full-time Jobs
were provided in Fourth Operating Year, the Overall Employment
Percentage for the Abatement granted in the following year would be 22.5%
instead of 25%(or.25 x [931/1,034]),or.25 x.90,or.225. If the applicable
Overall Employment Commitment is met or exceeded in a given year, the
Overall Employment Percentage for the Abatement granted in the following
year will be twenty-five percent(25%).
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
6.5. Fort Worth Employment(Up to 2.5% in Year 3 and All Subsequent
Years of the Abatement Term).
A Fort Worth Employment Commitment does not apply for the Abatements
granted in the first two years of the Abatement Term. For the Abatement granted
in the third and in each subsequent year of the Abatement Term, a percentage of
the Abatement will be based on the extent to which the applicable Fort Worth
Employment Commitment,as outlined in Section 4.4.2,was met(the"Fort Worth
Employment Percentage"). The Fort Worth Employment Percentage will 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 to Fort Worth Residents in the previous year by the number
of Full-time Jobs constituting the Fort Worth Employment Commitment for that
year. For example, the Fort Worth Employment Commitment for the Fifth
Operating Year is,in accordance with Section 4.4.2.2,377 Full-time Jobs. If in that
year only 300 Full-time Jobs were provided to Fort Worth Residents, the Fort
Worth Employment Percentage for the Abatement granted in following year would
be 1.99% instead of 2.5% (or .025 x [300/377]), or .025 x .796, or .0199. If the
applicable Fort Worth Employment Commitment is met or exceeded in a given
year, the Fort Worth Employment Percentage for the Abatement granted in the
following year will be two and one-half percent(2.5%).
6.6. Central City Employment (Up to 2.5% in Year 3 and All Subsequent
Years of the Abatement Term).
A Central City Employment Commitment does not apply for the
Abatements granted in the first two years of the Abatement Term. For the
Abatement granted in the third and in each subsequent year of the Abatement Term,
a percentage of the Abatement will be based on the extent to which the applicable
Central City Employment Commitment, as outlined in Section 4.4.3, was met(the
"Central City Employment Percentage"). The Central City Employment
Percentage will 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 calendar year, which will be calculated by dividing the actual
number of Full-time Jobs provided to Central City Residents in the previous year
by the number of Full-time Jobs constituting the Central City Employment
Commitment for that year. For example, the Central City Employment
Commitment for the Third Operating Year is, in accordance with Section 4.4.3.1,
94 Full-time Jobs. If in that year only 80 Full-time Jobs were provided to Central
City Residents,the Central City Employment Percentage for the Abatement granted
in following year would be 2.12% instead of 2.5% (or .025 x [80/94]), or .025 x
.851, or .0212. If the applicable Central City Employment Commitment is met or
exceeded in a given year, the Central City Employment Percentage for the
Abatement granted in the following year will be two and one-half percent (2.5%).
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
6.7. Supply and Service Spending (Up to 5% in Years 1 and 2 of the
Abatement Term; Up to 2.5% Thereafter).
A percentage of the Abatement will be based on the extent to which the
Supply and Service Spending Commitment,as outlined in Section 4.5,was met(the
"Supply and Service Percentage"), as follows:
6.7.1. Years 1 and 2 of the Abatement Term.
For the Abatement granted in the first and second years of the
Abatement Term,the Supply and Service Percentage will equal the product
of five percent(5%) multiplied by the percentage by which the Supply and
Service Spending Commitment was met in the previous calendar year,
which will be calculated by dividing the actual Supply and Service
Expenditures made in the previous calendar year with Fort Worth
Companies by $900,000.00, which is the Supply and Service Spending
Commitment established under Section 4.5. For example, if in a given year
Company only expended $675,000.00 in Supply and Service Expenditures
with Fort Worth Companies, the Supply and Service Percentage for the
following year would be 3.75% instead of 5% (or .05 x
[$675,000/$900,000], or .05 x .75, or .0375). If the Supply and Spending
Commitment is met or exceeded in a given year, the Supply and Service
Percentage for the following year will be five percent (5%).
6.7.2. All Subsequent Years of the Abatement Term.
For the Abatement granted in the third and each subsequent year of
the Abatement Term, the Supply and Service Percentage will equal the
product of two and one-half percent(2.5%)multiplied by the percentage by
which the Supply and Service Spending Commitment was met in the
previous calendar year, which will be calculated by dividing the actual
Supply and Service Expenditures made in the previous calendar year with
Fort Worth Companies by $900,000.00, which is the Supply and Service
Spending Commitment established under Section 4.5. For example, if in a
given year Company only expended $675,000.00 in Supply and Service
Expenditures with Fort Worth Companies, the Supply and Service
Percentage for the following year would be 1.875%instead of 2.5%(or.025
x [$675,000/$900,000], or .025 x .75, or .01875). If the Supply and
Spending Commitment is met or exceeded in a given year, the Supply and
Service Percentage for the following year will be two and one-half percent
(2.5%).
6.8. Abatement Limitations.
In accordance with Section 15.5 of the Policy and notwithstanding
anything to the contrary herein,Company's Abatement on the Land and any
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
improvements thereon in any given year of the Abatement Term will be
based on the increase in the real property value of the Land and all
improvements thereon over their value as of January 1, 2019, up to a
maximum increase of Thirty-three Million Dollars ($33,000,000.00). In
other words, with regard to the real property tax Abatement, in any year in
which the taxable value of the Land and all improvements thereon exceeds
(i) the value of the Land and all improvements thereon as of January 1,
2019,plus (ii)$33,000,000.00, Company's real property tax Abatement for
that tax year will be capped and calculated as if the increase on the Land
and all improvements thereon since January 1, 2019 had only been
$33,000,000.00. For example, and as an example only, if in a given year
of the Abatement Term the value of the Land and all improvements on the
Land is $45,000,000.00 over their value as of January 1, 2019, Company
would receive a maximum real property tax Abatement of fifty percent
(50%)of$33,000,000.00 in valuation for that year and would pay full taxes
on the $12,000,000.00 difference over the cap. The cap outlined in Section
15.5 of the Policy applies only to the Abatement on real property, and does
not apply to the Abatement on the incremental value of New Taxable
Tangible Personal Property.
7. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
7.1. Failure to Meet Real Property Improvement Commitment.
Notwithstanding anything to the contrary herein, if the Real Property
Improvement Commitment, as outlined in Section 4.1, is not met, an Event of
Default will occur and the City will have the right to terminate this Agreement,
effective immediately, by providing written notice to Company without further
obligation to Company hereunder.
7.2. Failure to Maintain a Minimum of 855 Full-time Jobs.
If Company and its Affiliates fail to maintain at least 855 Full-time Jobs in
any year of the Compliance Auditing Term, as determined by the City on the basis
of Company's employment report for such year submitted in accordance with
Section 4.6.2 and the City's rights under Sections 4.7 and 4.8 of this Agreement,
then notwithstanding anything to the contrary herein, an Event of Default will
occur, and the City will have the right to terminate this Agreement, effective
immediately, by providing written notice to Company without further obligation to
Company hereunder.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
f .
7.3. Forfeiture for Failure to Meet Annual Salary Commitment.
Notwithstanding anything to the contrary herein, if the Annual Salary
Commitment in the Third Operating Year or any subsequent year during the
Compliance Auditing Term is not met, as determined by the City on the basis of
Company's employment report submitted in accordance with Section 4.6.2 for such
year and the City's rights under Sections 4.7 and 4.8 of this Agreement, an Event
of Default will not occur, but Company will forfeit the entirety of the Abatement
that would otherwise have been granted in the following year. In this event,
Company will nevertheless have been deemed to have received an Abatement in
that year for purposes of calculating the remaining number of years in the
Abatement Term and the number of future Abatements that Company will be
entitled to receive.
7.4. Foreclosure on Land or Required Improvements.
Subject to Section 11, the City will have the right to terminate this
Agreement immediately upon provision of written notice to Company of any of the
following events: (i)the conveyance of the Land or the Required Improvements to
a non-Affiliate pursuant to an action to foreclose or otherwise enforce a lien,
mortgage or deed of trust on the Land or the Required Improvements; (ii) the
involuntary conveyance to a third party of the Land or the Required Improvements;
(iii) execution of any assignment of the Land or Required Improvements to a non-
Affiliate or deed in lieu of foreclosure to the Land or Required Improvements to a
non-Affiliate; or(iv) appointment of a trustee or receiver for the Land or Required
Improvements and such appointment is not terminated within one hundred twenty
(120) calendar days after the appointment occurs.
7.5. Failure to Pay Taxes or Non-Compliance with Other Legal
Requirements.
An Event of Default will occur if any ad valorem taxes owed to the City by
Company become delinquent and Company does not timely and properly follow the
legal procedures for protest and/or contest of any such ad valorem taxes,or Company
is in violation of any material Legal Requirement due to any act or omission
connected with Company's operations on the Land;provided,however,that an Event
of Default shall not exist under this sentence if Company cures the applicable failure
or violation within thirty (30) calendar days (or such additional time as may be
reasonably required) after City provides written notice of such failure or violation.
7.6. Knowing Employment of Undocumented Workers.
Company acknowledges that effective September 1, 2007, the City is
required to comply with Chapter 2264 of the Texas Government Code, enacted by
House Bill 1196 (80th Texas Legislature),which relates to restrictions on the use of
certain public subsidies. Company hereby certifies that Company, and any
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
branches, divisions, or departments of Company, does not and will not knowingly
employ an undocumented worker, as that term is defined by Section 2264.00](4)
of the Texas Government Code. In the event that Company, or any branch,
division, or department of Company, is convicted of a violation under 8 U.S.C.
Section 1324a(l) (relating to federal criminal penalties and injunctions for a
pattern or practice of employing unauthorized aliens) and such violation occurs
during the Term of this Agreement:
• if such conviction occurs during the Term of this Agreement, this
Agreement shall terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by Company) and Company shall repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City,the aggregate amount ofAbatement received by Company hereunder,
if any,plus Simple Interest at a rate of two percent(2%)per annum based
on the amount ofAbatement received in each previous year as of December
31 of the tax year for which the Abatement was received,or
• if such conviction occurs after expiration or termination of this Agreement,
subject to any appellate rights that may lawfully be available to and
exercised by Company, Company shall repay, within one hundred twenty
(120) calendar days following receipt of written demand from the City, the
aggregate amount of Abatement received by Company hereunder, if any,
plus Simple Interest at a rate of two percent(2916)per annum based on the
amount ofAbatement received in each previous year as of December 31 of
the taxyear for which the Abatement was received.
For the purposes of this Section 7.6, "Simple Interest"is defined as a rate of interest
applied only to an original value, in this case the aggregate amount of Abatement.
This rate of interest can be applied each year, but will only apply to the aggregate
amount of Abatement and is not applied to interest calculated. For example, if the
aggregate amount of Abatement is $10,000 and it is required to be paid back with
two percent(2%) interest five years later,the total amount would be $10,000+ [5 x
($10,000 x 0.02)], which is $11,000. This Section 7.6 does not apply to convictions
of any subsidiary or affiliate entity of Company, by any franchisees of Company, or
by a person or entity with whom Company contracts. Notwithstanding anything to
the contrary herein,this Section 7.6 shall survive the expiration or termination of this
Agreement.
7.7. General Breach.
In addition to Sections 7.1, 7.2, 7.4, and 7.6, and subject to Sections 7.3 and
7.8, an Event of Default under this Agreement will occur if either party materially
breaches any term or condition of this Agreement, in which case the non-defaulting
party must provide the defaulting party with written notice specifying the nature of
the Default. Subject to Sections 7.1, 7.2, and 7.4, in the event that any Event of
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
Default hereunder remains uncured after thirty(30)calendar days following receipt
of such written notice (or, if the defaulting party has diligently and continuously
attempted to cure following receipt of such written notice but reasonably requires
more than thirty (30)calendar days to cure,then such additional amount of time as
is reasonably necessary to effect cure, as determined by both parties mutually and
in good faith), the non-defaulting party will have the right to terminate this
Agreement, effective immediately, by providing written notice to the defaulting
party.
7.8. Failure to Meet Other Commitments.
A failure to meet the Fort Worth Construction Commitment, the NVWBE
Construction Spending Commitment, the Overall Employment Commitment (but
subject to Section 7.2),the Fort Worth Employment Commitment,the Central City
Employment Commitment, or the Supply and Service Spending Commitment will
not constitute an Event of Default hereunder or provide the City with the right to
terminate this Agreement, but, rather, shall only cause the percentage or amount of
Abatement available to Company pursuant to this Agreement to be reduced in
accordance with this Agreement.
7.9. Statutory Damages.
Company acknowledges and agrees that termination of this Agreement due
to an Event of Default by Company will (i)harm the City's economic development
and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require
unplanned and expensive additional administrative oversight and involvement by
the City; and (iii) be detrimental to the City's general economic development
programs, both in the eyes of the general public and by other business entities and
corporate relocation professionals, and Company agrees that the exact amounts of
actual damages sustained by the City therefrom will be difficult or impossible to
ascertain. Therefore,upon termination of this Agreement for any Event of Default,
and as authorized by Section 312.205(b)(6) of the Code, Company must pay the
City, as damages authorized by the Code, an amount equal to all taxes that were
abated in accordance with this Agreement for each year in which an Event of
Default existed and which otherwise would have been paid to the City in the
absence of this Agreement. The City and Company 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 7.9 is intended to provide the City
with compensation for actual damages, as authorized by the Code, and is not a
penalty. This amount may be recovered by the City through adjustments made to
Company'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 will be due,owing and paid to the City within one
hundred twenty (120) 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 one hundred twenty (120) days following the effective date of
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
termination of this Agreement, Company 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).
7.10 Failure to Submit Reports or Grant Abatement.
7.10.1. By Company.
If Company is required by Tarrant Appraisal District or any other
appraisal district, governmental agency or entity with legal authority to
effectuate an Abatement hereunder to file, submit, or complete any kind of
documentation or report as a condition necessary for Company to receive
any Abatement pursuant to this Agreement, Company shall solely be
responsible for fulfilling that obligation and shall have no recourse against
the City if Company fails to receive any Abatement as a result of
Company's failure to file, submit, or complete such documentation.
7.10.2. By the City.
If City is required by Tarrant Appraisal District or any other
appraisal district, governmental agency or entity with legal authority to
effectuate an Abatement hereunder to file, submit, or complete any
documentation or report necessary for Company to receive any Abatement
pursuant to this Agreement, or if City fails to grant and/or effectuate an
Abatement due to Company pursuant to this Agreement in any given year
during the Term, and if no Event of Default exists due to Company's failure
to comply with this Agreement, the Term of this Agreement and the
Abatement Term shall be automatically extended on a year-to-year basis
(the "Extension Term") until the Company receives and the City provides
the Abatement provided by this Agreement. In this event, the aggregate
value of any future Abatement or Abatements that Company may be granted
during the Extension Term may not exceed the aggregate value of the
Abatement or Abatements that Company did not receive but otherwise
would have would have received if the City had granted, effectuated, or
filed, submitted, and completed the necessary documentation or reports.
7.10.3. Dispute Resolution.
If Company fails to receive any Abatement on account of a failure
of documentation to be filed, submitted, or completed to Tarrant Appraisal
District or any other appraisal district, governmental agency or entity with
legal authority to effectuate an Abatement hereunder, and there is a
reasonably-based dispute between the City and Company as to whether the
City or Company was responsible for such failure, then the City and
Company agree to meet promptly and in good faith attempt to negotiate a
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
mutually-acceptable and equitable remedy,with the understanding that this
Section 7.10 does not guarantee that the City and Company will be able to
agree on any particular remedy.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company shall operate as an independent
contractor in each and every respect hereunder and not as an agent, representative or
employee of the City. Company shall have the exclusive right to control all details and
day-to-day operations relative to the Land and any improvements thereon and shall be
solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors, subcontractors, licensees and invitees. Company acknowledges that the
doctrine of respondeat superior will not apply as between the City and Company, its
officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees.
Company further agrees that nothing in this Agreement will be construed as the creation of
a partnership or joint enterprise between the City and Company.
9. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS,AGENTS SERVANTS AND
EMPLOYEES (COLLECTIVELY, THE "INDEMNIFIED PARTIES'), HARMLESS
AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCL UDING DEATH, THAT MAY RELATE TO,ARISE OUT
OF OR BE OCCASIONED BY(i) COMPANY'S BREACH OF ANY OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE
CITY) OR SUBCONTRACTORS, RELATED TO THE REQUIRED
IMPROVEMENTS, THE LAND AND ANY OPERATIONS AND ACTIVITIES
THEREON, OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
AGREEMENT SHALL OBLIGATE OR REQUIRE COMPANY TO DEFEND,
INDEMNIFY, AND HOLD THE INDEMNIFIED PARTIES HARMLESS FOR ANY
CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY ANY NEGLIGENT
ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF ANY OR ALL OF THE
INDEMNIFIED PARTIES. THIS SECTIONSHALL SURVIVEANYTERMINATION
OR EXPIRATION OF THIS AGREEMENT.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
10. 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: Company:
City of Fort Worth Ben E.Keith Company
Attn: City Manager Attn: Legal Dept.
200 Texas Street 601 E. 7th Street
Fort Worth, TX 76102 Ft. Worth,TX 76102
with copies to:
the City Attorney at the same address and
to the Director at:
City of Fort Worth
Attn: Director
Economic Development Department
1150 South Freeway
Fort Worth, TX 76104
11. EFFECT OF SALE OF LAND AND/OR REOUIRED IMPROVEMENTS;
ASSIGNMENT AND SUCCESSORS.
Company may assign this Agreement and all or any of the benefits provided
hereunder to (a) an Affiliate that owns or takes title to the Land and any improvements
thereon or any New Taxable Tangible Personal Property or(b)a successor to Company by
merger or consolidation only if(i)prior to or contemporaneously with the effectiveness of
such assignment, Company provides the City with written notice of such assignment,
which notice must include the name ofthe Affiliate or successor by merger or consolidation
and a contact name, address and telephone number for the Affiliate or successor, and (ii)
the Affiliate or successor by merger or consolidation agrees in writing to assume all terms
and conditions of Company under this Agreement. Otherwise, Company may not assign,
transfer or otherwise convey any of its rights or obligations under this Agreement to any
other person or entity without the prior consent of the City Council, which consent will not
be unreasonably withheld, conditioned on (i) the proposed assignee or successor agrees to
take title to the Land and all improvements thereon and any New Taxable Tangible
Personal Property; (ii) the proposed assignee or successor is financially capable of meeting
the terms and conditions of this Agreement;and(iii)prior execution by the proposed assignee
or successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Company under
this Agreement. Any attempted assignment without the City Council's prior consent shall
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
constitute an Event of Default under this Agreement. Any lawful assignee or successor in
interest of Company of all rights under this Agreement shall be deemed "Company" for all
purposes under this Agreement.
12. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND
REGULATIONS.
This Agreement is subject to all applicable Legal Requirements.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
14. 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.
15. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
16. VENUE AND JURISDICTION.
If any action,whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement,venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas—Fort
Worth Division. This Agreement shall be construed in accordance with the laws of the
State of Texas.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Company, and any lawful assign or successor of Company, and are not intended
to create any rights, contractual or otherwise,to any other person or entity.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more
strongly for or against any party, regardless of the actual drafter of this Agreement. In the
event of any conflict between the body of this Agreement and the Application,the body of
this Agreement shall control.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. 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 Company, and any lawful assign and successor of Company, 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.
Notwithstanding anything to the contrary herein, this Agreement shall not be amended
unless executed in writing by both parties and approved by the City Council of the City in
an open meeting held in accordance with Chapter 551 of the Texas Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
22. BONDHOLDER RIGHTS.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to the rights of holders of outstanding bonds of the City.
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Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
23. CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any
member of the City Council, any member of the City Plan or Zoning Commission or any
member of the governing body of any taxing unit with jurisdiction in the Zone.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
Page 28
Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
CITY OF FORT WORTH:
ZBy: 2 — --
/`ev;-► <i c,,,J j
4(( ,I Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
By: A U: :_
Peter Vaky '•.
Deputy City Attorney
ary J. yser, tfty Secre 'kP►
M&C: C-29042 02-12-2019
Form 1295: 2019-444916
STATE OF TEXAS §
COUNTY OF TARRANT §
eve
&yv\ BEFORE ME, the undersigned authority, on this day personally appeared
*1ams;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 SAND AND SEAL OF OFFICE this Wjkday of
2019.
Notary Public in and for
the tate of Texas
5S,4NC4 7 =.. = MARIA S,SANCHEz
try Notary ID#2256490
'Notary's Printed Name "••''ti,OF E+p
Expires December 19,202,
Page 29
Tax Abatement Agreement between OFFICIAL RECORD
City of Fort Worth and Ben E.Keith Company CM SECRETARY
FT. WORTH.,'TX
BEN E. KEITH COMPANY,
a Texas corporation:
By: 1 4
Name: 1/�1 ke-
Title:4sic*MA, %Eh C•
Date: L4— 'S-- 1
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, on this day personally appeared
X VO, A of BEN E. KEITH COMPANY, a Texas
corporation, 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 BEN
E. KEITH COMPANY.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
�j41\ day of 12019.
51
ota Publi nd for .Po LARRY JOE NEAL
the State of T.Q, s °e" NOTARY PUBLIC
*� * ID#124756031
':�`• ram:
Ltt -- + OF h+. Comm.Exp 11-24 2019
ai :2 �a
Notary's P nted Name
Page 30 OFFICIAL RECORD
Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company CITY SECRETARY
FT. WORTH,TX
CONTRACT COMPLIANCE MANAGER:
By signing below, I hereby acknowledge that I
am the person responsible for the monitoring
and administration of this contract, including
ensuring all performance and reporting
requirements:
By: r
Name of C' ployee:
Title: J�is�.;.,Pss ,l�ev�o�n�s.L-...`l1eoo•'���a�r�
Page 31 '`-FF UAL RECORD
Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company '€" SECRETARY
FT. WORTH,TX
EXHIBITS
"A"—Description and Map Depicting the Land
"B"—Company's Tax Abatement Application
"C"—Map of Central City
Tax Abatement Agreement between
City of Fort Worth and Ben E.Keith Company
EXHIBIT "A"
LEGAL DESCRIPTION
Being all of Lot 4, Block 4 of the Cater Industrial Park, an addition to the City of Fort Worth,
Tarrant County, Texas according to the plat recorded in Document No. D199122589, Deed
Records,Tarrant County, Texas
Map generally outlining boundary of the Land, currently designated as Tarrant Appraisal District
Account No. 07345925:
€a 1 +1 w t
t •
i I&V
P
ti�
FORTWORTH.
x"Rf
Economic Development
Incentive Application
Economic Development Department
1150 South Freeway
Fort Worth, Texas 76104
(817) 871-6021
EXHIBIT 13
Incentive Application
IPPI.fCANT3[VFCSRl�11AT�fOs�r 'Y `} a' 't� � �. g7s
Date:August 30,2018
Company Name:Ben E. Keith Company
Company Address: 601 E. 7th Street
City: Fort Worth State: TX Zip: 76102
Contact Person: Eric Alexander Title/Position:Associate General Counsel
Telephone Number. 817-759-6107
Mobile Telephone Number. Fax Number.
E-Mail Address:ebalexander@benekeith.com
1. N the applicant represents a Company.(if a Developer and not a Company,proceed to#2.)
A.Company Ownership(check one): r Publicly Traded Stock r7 Privately Held
B. Form of Business(choose one): Corporation
C. How long has the company been in operation (Years)?112
D.Company Industry:Broadline foodservice distribution
E. Describe the Company's principal business:
See attached"Project Description"
F. Describe the Company's international presence, if any:
BEK's DFW regional HO has no international presence. BEK's San Antonio Division does a small amount of business in
Mexico.
G. Describe the Company's corporate citizenship practices:
See attached"Corporate Citizenship Practices"
2.if the applicant represents a Developer.
A. Describe the Developer's experience and background. Please include similar projects that you have constructed including
the project type and location(attach additional sheets as necessary):
B. Development Partners(Architect, Engineering Team, Interior Design, General Contract, etc.)
Page 2 of 6
Y'i1� ®4�r}�r IY��I\ •�T1*111���1C.� x' �t s, tAr ;..T�f .. -31
•�— •.a ...'�Z��•s.:.'....Eu.. .�" �..:.1.--
Please include below the project description, project benefits and how the project positively impacts the community. Any
incentives given by the City should be considered only"gap"financing and should not be considered a substitute for debt and
equity. However, the City is under no obligation to provide gap financing just because a gap exists. In order for a
Company or Developer to be eligible to receive incentives for a project,the Company/Developer.
A. Must complete and submit this application and the application fee to the City;
B. Company/Developer or Company/Developers principals must not be delinquent in paying property taxes for any
property owned in Fort Worth;
C.Company/Developer or Company/Developees principals must not have ever been subject to the City of Fort
Worth's Building Standards Commission's Review;
D. Company/Developer or Company/Developers principals must not have any City of Fort Worth liens filed against
any other property owned by the applicant property owner/developer. "Liens"includes, but is not limited to,weed
liens,demolition liens,board-up/open structure liens and paving liens.
1. Project Description(attach additional sheets as necessary):
See attached"Project Description"
2. In what way will the project benefit the surrounding area or serve as a catalyst for additional development and/or business
opportunities for the local economy(i.e. attract suppliers or customers)?
See attached"Project Description"
3. Describe how the project positively impacts the community.
See attached"Project Description"
6 �_-�ni• l:. aL.ka _ ' ::�4 jirj[.s..�t `I'.�":+
1. Proposed Project Site Address:7650 Will Rogers Blvd.,Fort Worth,TX 76140
2. Proposed Project Site Land Size(Acres):51+acres
3.Will environmental remediation be required?No
4. Is this an existing facility or will a new facility be constructed? (— New (✓ Existing
A. If new,what is the construction:Anticipated Start Date:11/2018 1 Anticipated Completion Date:06/2020
B.If existing, is this an adaptive reuse?It is an expansion to the existing facility so it is not an adaptive reuse
5.Type of Project(choose one): Commercial/Industrial
6. Building Area(Square Feet)Requirements:
(a)Office
(b) Manufacturing
(c)Warehouse 183,000
(d)Showroom/Retail
(e)Other
Total Area(a+b+c+d+e): 183,000 SF
7.Will this facility be LEED certified, and if so, at what level? No
8.Public open space included within the proposed project site: None SF/Acres
Page 3 of 6
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(I. ROIECT DST 'I .w( a'1 ue ¢1r � {� L� ,. 2 - r�r it's _�?� r iLJ II:'��nM.....1.1{i�.3tu€s._+.0 u"
9.If the applicant represents a Company.(if a Developer and not a Company,proceed to#10.)
A. Is the Company expanding its existing local operations or relocating its operations from somewhere else to our area?
r Expansion r Relocation
B. If a relocation,where is the company currently located?N/A
C.Does the company plan to lease or own the facility in Fort Worth? r Lease r7f Own
D. If the company is planning to lease space in Fort Worth,what is the lease term? N/A Years
E. Describe the specific operations and services to be provided or products to be manufactured at the proposed Fort Worth
facility(attach additional sheets as necessary):
BEK is primarily a distribution company, and no products will be manufactured at this site. BEK will continue its existing
operation as a broadline foodservice distribution company, and will be receiving products from suppliers and shipping
products to its customers from this facility. This facility will retain its sales and administrative offices as well, as it operates as
the DFW regional HO.
10. Development requests that will be sought for the project(select all that apply):
r Replat
r Rezoning Current Zoning: Requested Zoning:
r Variances If yes, please describe:
r Downtown Design Review Board
r Landmark Commission
r Public Infrastructure Assistance
11. Real Estate Investment
A.Current Assessed Valuation of:Land$3,504,570 Improvements$17,095,430
B.Total Construction Costs: $27,000,000[estimated]
C. Hard Construction Costs:$25,000,000[estimated]
12. Business Personal Property and Inventory
A.Business Personal Property
Total investment on equipment, machinery,furnishing,etc.:$11,000,000.00 F Lease (T Purchase
*Estimated taxable value of equipment, machinery, furnishing,etc.:$See"BPP Explanation"
'This is the value that will be on the tax rolls which includes all tangible property.
B. Inventory and Supplies
Value of Inventory:$See email explanation Value of Supplies: $See email explanation
Percent of inventory eligible for Freeport Exemption(inventory, exported from Texas within 175 days) 0 %
13.Total Capital Investment(Real Estate and Business Personal Property):$36,000,000.00
f tIP OaYT,9NQFEAJ
,.._.«++ tL 4t'h s.a9.1i ..._•.4.liF.,r •1+G:7•l:.t,;:'S i r`- i
On the Project Site
1. How many persons are currently employed? 855
2.What percent of current employees above are Fort Worth residents?34.15 %
3.What percent of current employees above are Central City residents?9.59 %
Page 4 of 6
I . Er PLOYMNT AND JOB CREATJON(Con tin a d
4. Please complete the following table for new jobs to be created from direct hire by applicant.
Currently At Completion Estimated By Estimated By
Fifth Year Tenth Year
Rtai� J 85 952 1235 1235
New Jobs to be Created - 97 283 283
atal obtRraeel S y` ` 85SF Y' z� 9523 '31235 I23S
i
%of Net Jobs to be filled by 34.15% not available not available not available
Fort Worth Residents
%cif 1�etlobs to be Ifed b}r '`
Centrality reiderits
9 5996 na av51 able not available not ava�(able
5. Please attach a description of the jobs to be created,tasks to be performed for each and wage rate for each classification.
6. Does the applicant provide the following benefits: f✓ Retirement j✓ Health j✓ Dental r Domestic Partner
7.Average wage paid to employees to be located at the project site:$73,000.00(2018 average)
8. Describe the Company's talent recruitment efforts:
BEK works with many organizations to recruit employees. In 2018 alone, BEK already participated in 17 recruiting&
outreach events,with more to come. Some of the organizations include Fort Worth Housing Authority,Texas Work Force,
Tarrant County College, Fort Worth ISD,Tarrant County Housing,Young Adult Job Fair,and Resource Connection. BEK
also utilizes job posting websites such as Indeed.com and Linkedln.
V. INCENTIVES REQUEST
Incentives)Requested: r' Tax Abatement r Chapter 380 Economic Development Program Grant
Do you intend to pursue abatement of County taxes? r Yes r No
If requesting a Tax Abatement,please refer to the Tax Abatement Policy for a comprehensive explanation of eligibility requirements.
VI. LOCAL COMMITMENTS
During_Con is ructim
1.What percent of the total construction costs described in Section IIi, Question 11 will be committed to:
A. Fort Worth businesses?
B. Fort Worth Certified Minority and Women Business Enterprises?
For Annual Supply and Sgtvice Needs
Regarding discretionary wpply and;aq ice P�(Le landscaping,office or manufacturing supplies,janitorial services,
etc.,excluding utilities):
2.What is the annual amount of discretionary supply and service expenses? $ 6,021,000 in FY 2018
3.What percentage will be committed to Fort Worth businesses?
4.What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises?
VIL DISCI_OSURE
Is any person or firm 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? If yes, please explain and/or attach details.
No
Page 5 of 6
� w
VI11. ADDJTJONAL INFORMATION' (TO BE ATTACH D)
These documents must be submitted with the application, otherwise the application will be deemed incomplete and will not be
reviewed:
a.)Attach a site plan of the project.
b.) Explain why incentives are necessary for the success of this project. Include a business pro-forma or other
documentation to substantiate your request.
c.)Describe any environmental impacts associated with this project.
d.)Describe the infrastructure improvements(water, sewer,streets, etc.)that will be constructed as part of this
project.
e.)Attach a talent recruitment plan,if applicable.
f.)Attach a legal description or surveyor's certified metes and bounds description.
g.)Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels
involved in the project.
h.)Attach a brief description of the employee benefit package(s)offered(i.e. health insurance,retirement, public
transportation assistance, day care provisions,etc.)including portion paid by employee and employer
respectively.
i.)Attach a plan for the utilization of Fort Worth Certified MI BE companies.
j.)Attach a listing of the applicant's Board of Director's,if applicable.
k.)Attach a copy of Incorporation Papers noting all principals,partners,and agents and all Fort Worth properties
owned by each.
1.)Attach the purchasing representative's company contact information if known.
The company is responsible for paying $5,000 as an application fee. If the application is withdrawn before the project is
presented to City Council in Executive Session, the fee is refunded. Upon presentation to City Council in Open Session.
$2,000 is non-refundable and is applied to offset costs incurred by the Economic Development Department. Upon approval
by City Council, the balance of $3,000 can be credited towards required building permits, inspections fees, replatting fees,
and other costs of doing business with the City related to the development.Any unused credit balance upon completion of the
project will be refunded upon request from the company.
IX. CERTIFICATION
On behalf of the applicant, I certify the information contained in this application, including all attachments to be true and
correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of
Fort Worth policies and I agree with the guidelines and criteria state therein.
Printed Name: Eric Alexander
Title: Associate General Counsel
Date: 08/30/2018
Signature:
Project Description
Ben E.Keith Company d/b/a Ben E.Keith Foods("BEK")is a broadline foodservice distribution company
which offers more than 20,000 products to its customers. BEK's customer base includes independent
restaurants, chain restaurants, hospitals, hotels, schools, country clubs, bars, and other businesses
preparing/serving food on-site.
BEK is considering adding approximately 183,000 square feet to its existing Dallas-Fort Worth Division
regional headquarters facility located at 7650 Will Rogers Blvd., Fort Worth,Texas.The expansion would
not require a replat or zoning changes. BEK anticipates the total hard cost of construction to be
approximately$25 million,and the total investment in business personal property to be approximately$11
million.
The expansion is projected to create approximately 283 new full-time jobs (administrative, sales,
transportation, warehouse) five years following the expansion completion. The DFW Division's gross
payroll for fiscal year 2018 was$62.6 million, which is expected to increase to $111.1 million five years
following the expansion completion. In BEK's fiscal year 2018, the average sales and administrative
employee at the DFW Division was paid$101,651 and the average transportation and warehouse employee
was paid $58,581 (vs. Tarrant County per capita income of$48,050 and median household income of
$61,553, per the 2016 US Census). After the first year following the expansion completion, the average
annual wage for sales and administrative employees at the DFW Division is projected to be$111,700 while
the average annual wage for transportation and warehouse employees is projected to be$63,900.After five
years following completion, the average projections increase to $126,200 for sales and administrative
employees and$71,900 for transportation and warehouse employees.
Aside from the increase in full-time jobs and taxable property, BEK's expansion will benefit the
surrounding area due to BEK's continued philanthropical commitments to local organizations, its focus on
serving independent businesses, and its local purchasing commitments. BEK is a longtime Fort Worth
company and its continued presence will positively impact the community by providing both its existing
employees and new employees hired as a result of this expansion with above average compensation and
very competitive retirement and insurance benefits. BEK's compensation and benefits structure makes it
less likely that its employees will require governmental assistance.
Corporate Citizenship Practices
BEK's DFW Division partners with many local organizations in pursuit of maintaining its reputation as an
exemplary corporate citizen. BEK strongly believes in giving back to the community and has partnered
with organizations such as Folds of Honor(a non-profit organization that provides educational scholarships
to spouses and children of fallen or disabled military service members) as well as the American Heart
Association,American Cancer Association, March of Dimes, Habitat for Humanity,and local food banks,
shelters,and schools.
BEK believes being an exemplary corporate citizen also means employing environmental-friendly
measures in its day-to-day operations. Some examples of green initiatives undertaken by the BEK DFW
Division are:
• BEK trucks are equipped with next generation engines to produce less carbon emissions.Excessive
idle on the trucks is monitored,which will automatically shut off if left idling.
• 3`d party audits on refrigeration systems, lighting and all energy usage.Conference calls are
routinely held to monitor such usage.
• All lighting is LED. The warehouse has motion-sensing LED lighting, which will automatically
shut off after a certain period of time when no movement has been detected.
• Recycling program that includes shrink wrap and cardboard.
• White reflective roof to reduce energy usage.
• BEK uses Roadnet route optimization software to reduce miles traveled and fuel used for deliveries.
• Several paperless technologies employed, such as electronic driver logs,online ordering platform
for customers,and ACH payments.
Response to Section IV.5
The jobs to be created are generally broken down into 2 categories: (i) administrative and sales positions
and(ii)transportation and warehouse positions.
Administrative and Sales Positions
Description: Five years following the expansion completion, BEK projects 95 additional administrative
and sales positions to have been created with the average projected annual wage for an administrative or
sales employee being$126,200.
Administrative employees generally work in an office setting and perform various tasks depending on the
department they are assigned to, such as compliance, credit, human resources, information services,
logistics,marketing,purchasing,safety,etc.The specific duties of each position vary depending on which
department an employee is assigned.
Sales employees generally are tasked with servicing existing customers and obtaining new customers.Sales
representatives, sales managers, and business development specialists all use their product knowledge to
help customers make the right purchases for their businesses.
Transportation and Warehouse Positions
Description: Five years following the expansion completion, BEK projects 188 additional transportation
and warehouse positions to have been created with the average projected wage for a transportation and
warehouse employee being$71,900.
Transportation employees are involved in ensuring products are delivered to customers in a safe and timely
manner from the warehouse. Drivers sometimes have helpers who accompany drivers on routes to assist
with deliveries.
Warehouse employees are involved in receiving inbound product, ensuring all product is properly and
safely stored in the warehouse, and preparing product to be shipped to customers. There are several
categories of warehouse positions and several layers of management within the warehouse employee group.
BPP Explanation
At this moment, BEK cannot currently provide the "estimated taxable value of equipment, machinery,
furnishing,etc."as requested in Section III,Question 12.A.Instead, BEK offers the following explanation,
but could possibly supplement the application at a later date with an estimated value once the breakdown
of BPP investment is more defined:
"The equipment is depreciated by the appraisal district based upon its original cost installed, and
year of acquisition. The appraisal districts and assessors use their depreciation schedules to
depreciate the original cost of the equipment. Each year the original cost of the equipment
accumulates more depreciation as it ages,until it reaches a"floor value".
There are different categories of equipment with varying degrees of depreciation,depending upon
the asset category, i.e.,computers,machinery,furniture,vehicles,etc.
The standard for valuation in Texas is the fair market value of the equipment. At times,there are
additional factors that may increase depreciation in order to arrive at fair market value."
y
Section VIII—Additional Information
a. See attached"Ex.A-Fort Worth Site Plan"
b. Economic incentives make the project feasible for BEK and help the project advance as planned.
If incentives are not obtained, BEK may consider other options for expansion, whether at another
facility or a new location. The foodservice distribution industry is a low-margin business and
economic incentives are very helpful in allowing BEK to expand its operations.
c. The expansion will produce no known or anticipated environmental impacts.
d. The expansion will require no known or anticipated infrastructure improvements aside from
extending the existing utilities to the expansion area as needed.
e. See Section IV.8 of the Application.
f. See attached"Ex. F-Fort Worth metes&bounds description'
g. See attached"Ex.G 1 -Real Property Statement 2017"and"Ex.G2-Personal Property Statement
2017"
h. BEK offers health,dental,and vision insurance. In addition, BEK offers a 401(k) plan with a 4%
match(the plan also includes company-funded profit sharing benefits),educational assistance, life
insurance,and long-term and short-term disability programs.Please see the attached"Ex.H-BEK
Insurance Benefits"for further information.
i. BEK conducts business with several historically underutilized business (HUB) certified vendors.
BEK and the City of Fort Worth will work together to identify which HUBs are currently "Fort
Worth Certified M/WBE"companies,in addition to other"M/WBE"companies.
j. Robert Hallam, Howard Hallam, John H. Hallam, Robert Hallam, Jr., John C. Hallam, James
Hallam,Kevin Bartholomew,Mike Sweet,Gordon Crow,Craig Woodcook
k. See attachment"Ex. K-BEK Incorporation Papers"
1. Not applicable to this project.
r
626 Exhibit`"C"
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Legend FORT WORTH Updated 08/27/2014
Central City Boundary
Q Zip Codes
Housing and Economic Development
CDBG Eligible Area N
CD city umit CDBG Eligible Areas & Central City
4/23/2019 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT W
COUNCIL ACTION: Approved on 2/12/2019-Resolution No.6062-02-2019
DATE: 2/12/2019 REFERENCE NO.: C-29042 LOG NAME: 17TABENEKEITH
CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO
SUBJECT. Authorize Execution of a Tax Abatement Agreement with Ben E. Keith Company or an
Affiliate for an Expansion of its Food Distribution Operations on Property Located at 7650
Will Rogers Boulevard and Adopt Resolution Nominating this Project as an Enterprise
Project Pursuant to Chapter 2303,Texas Government Code(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1.Authorize the City Manager to execute a Tax Abatement Agreement with Ben E. Keith Company or
an affiliate for an expansion of its food distribution operations on property located at 7650 Will Rogers
Boulevard;
2.Adopt the attached Resolution nominating this project as an Enterprise Project,pursuant to the
Texas Enterprise Zone Act,Chapter 2303 of the Texas Government Code.
DISCUSSION:
Ben E. Keith Company,or an affiliate(Company)intends to construct an approximate 185,000 square
foot expansion of office and warehouse facilities to support expanded operations at its existing food
distribution facility located at 7650 Will Rogers Boulevard in Carter Industrial Park.The proposed
expansion would involve a minimum investment of$22 million in total construction costs and would
lead to the hiring of at least 283 net new jobs at the facility.
Tax Abatement Agreement
In order to facilitate this development,the City of Fort Worth(City)proposes to enter into a 7-year Tax
Abatement Agreement,as authorized by Chapter 312,Texas Local Government Code.The
percentage of the tax abatement will be tied to the amount of investment made by the Company and
satisfaction of other project and spending requirements,as follows:
Investment:
Minimum investment of$22 million in total construction costs(exclusive of land acquisition costs)by
no later than January 1,2022,a minimum$20 million of which is required to be hard construction
costs.The development shall consist of approximately 185,000 square feet of new office and
warehouse space at the property.All improvements must have a temporary or final certificate of
occupancy by June 30,2021.
Failure to meet the following criteria is an event of default,which subject to commercially reasonable
notice and cure rights,will result in immediate termination of the Agreement.
Employment Commitments:
The Company must employ a minimum 855 full-time jobs at the property for the duration of the
agreement.Additionally,Company must add a minimum 179 net new full-time employees to be based
out of the project site by no later than December 31,2023 and must add a minimum 283 net new jobs
(inclusive of the 179 previously added)by no later than December 31,2025.All 283 new full-time
employees added to the project site must have an average annual wage of$73,000(not including
benefits).Of the 179 new full-time employees added to the project site by December 31,2023,a
minimum of 46 must be Fort Worth residents and a minimum 12 must be Fort Worth Central City
Residents. Of the 283 new full-time employees added to the project site by December 31,2025,a
minimum of 85 must be Fort Worth residents and a minimum 21 must be Fort Worth Central City
Residents(with the understanding that employment of Fort Worth Central City residents will also
count as employment of Fort Worth residents).
Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Companies
(Construction):
The Company must spend a minimum of$3 million of all Hard Construction Costs with contractors
that are Fort Worth companies.Company must spend a minimum of 10%of total construction costs—
both hard and soft—with qualified M/WBE businesses. Failure to meet the M/WBE commitment will
result in a reduction of 10%of the eligible incentive.
Utilization of Fort Worth Companies(Supply&Services):
The Company must spend a minimum of$900,000.00 of annual discretionary supply and service
expenditures with Fort Worth companies.Supply and Service Expenditures means all expenditures
by the company expended directly for the operation and maintenance of the development,excluding
amounts paid for electric,gas,water and any other utility services(but not excluding cable,internet or
television services).
City Commitments:
The City will provide a tax abatement for a period of seven years.The maximum taxes to be abated
annually will equal up to 50 percent of the incremental real and business personal property taxes
collected by the City of Fort Worth in each tax year. Except for cases of default,failure to meet any of
the commitments above will result in a reduction of the corresponding component of the abatement
for that year proportional to the amount the commitment was not met,or for the duration of the
Agreement in the case of construction commitments.
TABLE IV-I Maximum Potential Abatement with Corresponding Components:
apps.cfwnet.org/council_packet/mc_review.asp?I D=26767&councildate=2/12/2019 1/3
4/23/2019 M&C Review
Potential Potential
Property Owner or Company Commitment Abatement Abatement(Year
(Year 1 and 3 and beyond)
2)
Total Construction Cost Investment 20% 5%
Minimum of$3 million of Construction Spending with FW 5% 2.5%
Contractors
Construction Spending with FW Certified M/WBE Contractors 10% 10%
Creation of new jobs in accordance with Section II.a. 10% 10%
Creation of new jobs in accordance with Section II.b. 0% 15%
Full Time Employees hired are Fort Worth Residents in 0% 2.5%
accordance with Section Il.c.
Full Time Employees hired are Fort Worth Central City 0% 2.5%
Residents in accordance with Section Il.d.
Annually spend the amount in Section II.e.with FW Companies 5% 2.5%
for Services and Supplies
TOTAL 60% 60%
Resolution Nominating this Project as an Enterprise Project
The City Council previously adopted Ordinance No. 15733 electing to participate in the Texas
Enterprise Zone Program.On May 12,2015,the City Council adopted Ordinance No.21743-05-2015,
amending Ordinance No. 15733 by adding additional potential local incentives that could be made
available to qualified businesses under the Texas Enterprise Zone Program.The Office of the Governor
Economic Development and Tourism through the Economic Development Bank will consider Company
as an enterprise project pursuant to a nomination and an application made by the City.
The Texas Enterprise Zone Program is an economic development tool for local communities to partner
with the State of Texas to promote job creation and capital investment in economically distressed areas
of the State.An enterprise project is defined as a business that is nominated by a municipality or
county and then approved for state benefits. Designated projects are eligible to apply for state sales
and use tax refunds on qualified expenditures.The level and amount of refund is related to the capital
investment and jobs created at the qualified business site.
Company qualifies for a single Enterprise Project Designation.The single project designation allows for
a state sales and use tax refund on qualified expenditures of$2,500 per job,for up to 500 jobs,with a
maximum benefit of$1.25 million over a five year period. Under the Texas Enterprise Zone Act at least
twenty-five percent of the business'new or retained employees will be residents of an enterprise zone,
economically disadvantaged individuals,or veterans. In addition,the jobs will be provided through the
end of the designation period or at least three years after the date on which a state benefit is received,
whichever is later.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval,the tax abatement provided under this
agreement will be built into the City's long-term financial forecast for Business Personal Property Tax
with a maximum estimated abatement of$877,392.00.
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 Chartfield 2
Submitted for City Manager's Office by_ Susan Alanis(8180)
Originating Department Head: Robert Sturns(2663)
Additional Information Contact: Michael Hennig(6024)
apps.cfwnet.org/council_packet/mc_review.asp?I D=26767&councildate=2/12/2019 2/3
4/23/2019 M&C Review
ATTACHMENTS
190123 BenEKeith Res.doc
190212 BenEKeith LocationMap.pdf
Form 1295-Signed Redacted.pdf
apps.cfwnet.org/council_packet/mc_review.asp?I D=26767&councildate=2/12/2019 3/3