HomeMy WebLinkAboutContract 45085-A1 (2)CffV$ECITARY45oR(caarRncT No. -th
STATE OF TEXAS
g
COUNTY OF TARRANT §
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 45085
TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH,
AT INDUSTRIAL OWNER 7 LLC, AND
CAROLINA BEVERAGE GROUP, LLC
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
45085 ("Amendment") is entered into by and between the CITY OF FORT WORTH
(the "City"), a home rule municipality organized under the laws of the State of Texas;
AT INDUSTRIAL OWNER 7 LLC, a Delaware limited liability company ("AT7");
and CAROLINA BEVERAGE GROUP, LLC, a North Carolina limited liability
company ("Company").
The City, AT7 and Company hereby agree that the following statements are true
and correct and constitute the basis upon which the City, AT7 and Company have entered
into this Amendment:
A. The City, AT7 and Company previously entered into that certain Tax
Abatement Agreement on file in the City Secretary's Office as City Secretary Contract
No. 45085 (the "Agreement"). Under the Agreement, the City agreed to abate certain ad
valorem real property taxes on improvements constructed on property owned by AT7 and
leased by Company (identified in Exhibit "A" of the Agreement and defined as the
"Land") and on certain ad valorem personal property taxes on New Taxable Tangible
Personal Property located on the Land in return for AT7's and Company's commitment
to redevelop the Land for use as one of Company's manufacturing and distribution
centers (defined in the Agreement as the "Required Improvements").
B. The Agreement provides for redevelopment of the Land to occur in two
(2) phases. Phase I consists of (i) real property improvements to the Land requiring a
minimum expenditure of Five Million Dollars ($5,000,000.00), of which 'Three Million
Seven Hundred Thousand Dollars ($3,700,000.00) must be Hard Construction Costs, all
of which must be completed by December 31, 2014, and (ii) the installation on the Land
of New Taxable Tangible Personal Property having a value of at least Twenty Million
Dollars ($20,000,000.00) as of January 1, 2015 (the latter being the "Phase I Personal
Property Commitment"). Phase II consists of the installation on the Land of additional
New Taxable Tangible Personal Property having a value of at least Sixteen Million
Dollars ($16,000,000.00) as of January 1, 2019 (the Phase II Personal Property
Page 1
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
RECEIVED MAR 28 2014
RECEIVED APR -3 2014
OFFICIAL RECORD
CITY SECRETARY
lit WORTh, TX
Commitment"). If the Phase I Personal Property Commitment is not met, a default will
occur and the City will have the right to terminate the Agreement. If the Phase II
Personal Property Commitment is not met, AT7 and Company will not be eligible for
Abatement in the 2019 tax year and the Agreement will expire.
C. Company has informed the City that an anticipated delay in the
installation of a second beverage production line on the Land will affect the timing of the
rollout for the installation of equipment at the site. As a result, Company has requested
that the Agreement be amended to adjust the Phase I Personal Property Commitment and
the Phase II Personal Property Commitment, with the understanding that the overall value
of New Taxable Tangible Personal Property that Company will be required to install on
the Land will not be reduced.
D. This Amendment is authorized under § 312.208 of the Texas Tax Code
because (i) the provisions of this Amendment could have been included in the original
Agreement and (ii) this Amendment has been entered into following the same procedure
in which the Agreement was approved and executed.
NOW, THEREFORE, the City, AT7 and Company, for and in consideration of
the terms and conditions set forth herein, do hereby contract, covenant and agree as
follows:
1. The third sentence of Section 4 1 of the Agreement (Phase I) is hereby amended
to read as follows:
In addition, New Taxable Tangible Personal Property having a
value of at least Seventeen Million Dollars ($17,000,000.00) must be in
place on the Land as of January 1, 2015, as determined solely by Tarrant
Appraisal District or the appraisal district having jurisdiction over the
Land at the time and reflected in the certified appraisal roll received by the
City from such appraisal district in such year (the "Phase I Personal
Property Commitment")
2. "lhe first sentence of Section 4 2 of the Agreement (Phase II) is hereby amended to
read as follows:
New Taxable Tangible Personal Property having a value of at least
Nineteen Million Dollars ($19,000,000.00), excluding any New Taxable
Tangible Personal Property that was counted for purposes of ascertaining
attainment of the Phase I Personal Property Commitment, must be in place
on the Land as of January 1, 2019, as determined solely by Tarrant
Appraisal District or the appraisal district having jurisdiction over the Land
at the time and reflected in the certified appraisal roll received by the City
Page 2
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
from such appraisal district in such year (the "Phase II Personal Property
Commitment").
3. Section 6.1 of the Agreement is hereby amended to read as follows:
6.1. Duration and Prerequisites.
6.1.1. From First Year of Abatement Term until 2018.
Provided that (i) AT7 and Company expended or caused to
be expended at least Five Million Dollars ($5,000,000.00) in
Construction Costs for the Required Improvements by the
Completion Date, of which at least Three Million Seven Hundred
Thousand Dollars (3,700,000.00) were Hard Construction Costs,
both as confirmed in the Certificate of Completion issued by the
Director in accordance with Section 5; (ii) the Completion Date
occurred on or before the Completion Deadline, as confirmed in
the Certificate of Completion issued for by the Director in
accordance with Section 5; and (iii) New Taxable Tangible
Personal Property having a value of at least Seventeen Milhon
Dollars ($17,000,000.00) was in place on the Land as of January 1,
2015, as determined solely by the appraisal district having
jurisdiction over the Land at that time and reflected in the certified
appraisal roll received by the City from such appraisal district in
such year, an Abatement will be granted for the first year of the
Abatement Term and in each year thereafter until, and including,
2018.
6.1.2. From 2019 until Expiration of Abatement Term.
Provided that (i) AT7 and Company were entitled to
receive an Abatement hereunder pursuant to Section 6 1.1 and (ii)
New Taxable Tangible Personal Property having a value of at least
Nineteen Million Dollars ($19,000,000.00), excluding any New
Taxable Tangible Personal Property that was counted for purposes
of ascertaining attainment of the Phase I Personal Property
Commitment, was in place on the Land as of January 1, 2019, as
determined solely by the appraisal district having jurisdiction over
the Land at that time and reflected in the certified appraisal roll
received by the City from such appraisal district in such year, an
Abatement will be granted for 2019 and each year thereafter
throughout the remainder of the Abatement Term.
Page 3
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
4. Section 8.1 of the Agreement is hereby amended to read as follows:
8.1. Failure to Complete Improvements or to Meet Phase I
Personal Property Commitment.
Notwithstanding anything to the contrary herein, if (i) AT7 and
Company failed to expend or cause to be expended at least Five Million
Dollars ($5 000,000.00) in Construction Costs for the Required
Improvements by the Completion Dates (ii) of the Construction Costs
expended for the Required Improvements by the Completion Date, AT7
and Company fail to expend or cause to be expended at least Three
Million Seven Hundred Thousand ($3,700,000.00) in Hard Construction
Costs; (iii) the Completion Date did not occur on or before the Completion
Deadline; or (iv) New Taxable Tangible Personal Property having a value
of at least Seventeen Million Dollars ($17,000,000.00) was not in place on
the Land as of January 1, 2015, as determined solely by Tarrant Appraisal
District or the appraisal district having jurisdiction over the Land at that
time and reflected in the certified appraisal roll received by the City from
such appraisal district in such year, an Event of Default shall occur and the
City shall have the right to terminate this Agreement, effective
immediately, by providing written notice to AT7 and Company without
further obligation to AT7 and Company hereunder.
5. Section 8 3 of the Agreement is hereby amended to read as follows:
8.3. Failure to Meet Phase II Personal Property Commitment.
Notwithstanding anything to the contrary herein, if New Taxable
Tangible Personal Property having a value of at least Nineteen Milhon
Dollars ($19,000,000.00), excluding any New Taxable Tangible Personal
Property that was counted for purposes of ascertaining attainment of the
Phase I Personal Property Commitment. was not in place on the Land as
of January 1, 2019, as determined solely by Tarrant Appraisal District or
the appraisal distract having Jurisdiction over the Land at that time and
reflected in the certified appraisal roll received by the City from such
appraisal district in such year, an Event of Default will not occur and
Section 8 7 shall not apply, but no Abatement will be granted for the 2019
tax year and this Agreement will expire on December 31, 2019 in
accordance with Section 3.
6. Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
Page 4
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
7. Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect
8. This Amendment contains the final written expression of the City and Company
with respect to the subject matter hereof. This Amendment may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 5
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 3/2 7//4
APPROVED AS TO FORM AND LEGALITY:
By: EeS]raly,
Peter Vaky
Deputy City Attorney
M & C ___Ce2a.6A15 se eirm
STATE OF TEXAS
COUNTY OF TARRANT §
ATTEST:
41,AL__?
Naive: Ma � J • $ovs
Title: cA N 5etrtk
Date: 900
BEFORE ME, the undersigned authority, on this day personally appeared
Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a
municipality organized under the laws of the State of Texas, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me
that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to
perform the and that he executed the same as the act of the CITY OF FORT WORTH for
the purposes and consideration therein expressed and in the capacity therein stated.
G EN UNDER MY HAND AND SEAL OF OFFICE this on day of
,2
otary Public in and for
th State of Texa ,
EL5
Notary's Printed Name
14.
Page 6
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
AT INDUSTRIAL OWNER 7 LLC,
a Delaware limited liability company:
By: AT Industrial Owner Acquisition, LLC, a
Delaware limited liability company, its
sole member
By: Commingled Pension Trust Fund
Strategic Property) of JPMorgan
Chase Bank, N.A., its sole member
By: JPMorgan Chase Bank, N.A.,
not individually, but solely in
its capacity as trustee
STATE OF
COUNTY 0
BEFO
Date:
Name: JXT/71t/ th,iiG0e1
Title: 4i/Ce (460r
2'10111
,§,
ME, the unde4's •
on this day personally appeared ,
of AT INDUSTRIAL OWNER
7 LLC, a Del are limited liability company, 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 AT INDUSTRIAL OWNER 7 LLC.
GIVEN UNDER MYr., ANp SEAL OF OFFICE this
day of t
�, —� , 2014.
Notary Public in and for'
the State of ESTHER MARY KR VGA
n!ot9r;%Public, State of New York
Qualified in Bronx County
Reg. No. 01KR6051251
My Commission Fxplrns Nov 20, 2014
Notary's Printed Name
Page 7
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
CAROLINA BEVERAGE GROUP, LLC,
a North Carolina limited liability company:
By:
Name.`• mArgre._ RaM
Title:
Date: 3 •4P-1• D'0 Vs(
STATE OF aleAPas §
COUNTY OF JJADLS §
BEFORE ME, the undersigned authority, on this day personally appeared
KAAlie... MAO 1 , of CAROLINA BEVERAGE GROUP, LLC,
a North Carolina limited liability company, 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 CAROLINA BEVERAGE GROUP, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
ast day of MarCA."--
LLttn/L
Notary Public in and for
the State of
Notary's Printed Name
Page 8
Amendment No. 1 to CSC No. 45085
Tax Abatement Agreement between City of Fort Worth,
AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC
n
, 2014.
TRYPii,�i
• ca
. o
• b
el, t 0 11 ; 1`V
VICTORIA GOSSE i T
Notary Public, State of Texas
My Commission Expires
September 10, 2016
M&C Review
Page 1 of 2
U ` CIL
COUNCIL ACTION: Approved on 2/18/2014
Official site of the city of Fort Worth, Texas
FORT WoRrrr
DATE: 2/18/2014 REFERENCE NO.: C-26675 LOG NAME: 17TACBGAMENDI
NON- PUBLIC
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of Amendment to Tax Abatement Agreement with AT Industrial Owner
7 LLC, and Carolina Beverage Group, LLC, to Modify Commitments for Installation of New
Taxable Business Personal Property at 13300 Park Vista Boulevard (COUNCIL DISTRICT
7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the
Tax Abatement Agreement with AT Industrial Owner 7 LLC and Carolina Beverage Group, LLC, (City
Secretary Contract No. 45085), to modify the commitments for installation of new taxable business
personal property at 13300 Park Vista Boulevard, which will be the location of a new manufacturing
and distribution center for Carolina Beverage Group, LLC. (COUNCIL DISTRICT 7)
DISCUSSION:
On May 7, 2013 (M&C C-26238), the City Council authorized execution of a ten-year Tax Abatement
Agreement (City Secretary Contract No. 45085) with AT Industrial Owner 7 LLC, and Carolina
Beverage Group, LLC, (Carolina Beverage) for property located at 13300 Park Vista Boulevard. This
property is owned by AT Industrial Owner 7 LLC, and will be leased by Carolina Beverage for
development of a new manufacturing and distribution center of craft beers, malt beverages distilled
spirits, energy drinks, teas and other beverages.
The Agreement provides for the development build -out to occur in two phases Phase I calls for an
investment of at least $5,000,000.00 in real property improvements and for at least $20,000,000.00 in
new taxable business personal property to be installed at the site by December 31 2014 Phase II
calls for an additional amount of $16,000,000.00 in new taxable business personal property to be
installed by December 31, 2018.
Carolina Beverage has now informed Staff that a delay in the installation of a second production line
will affect the timing of the installation rollout for various equipment at the site. As a result, Carolina
Beverage is requesting the City to amend the Agreement in order to modify the Phase I business
personal property investment commitment from the amount of $20,000,000.00 to $17,000,000.00 and
to apply the difference to the Phase II business personal property investment commitment, increasing
that from the amount of $16,000,000.00 to $19,000,000.00. The overall personal property
investment commitment in the amount of $36,000,000.00 will not change.
Staff is amenable to this request. All other terms and conditions of the Agreement, as originally
approved in M&C C-26238, will remain the same.
This project is located in COUNCIL DISTRICT 7, Mapsco 8V.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19430&counciIdate=2/18/2014 02/18/2014
M&C Review Page 2 of 2
Submitted for Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
CBG Reference Map 2014.pdf
Fernando Costa (6122)
Jesus Chapa (5804)
Robert Sturns (212-2663)
Ana Alvarado (212-2680)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19430&councildate=2/18/2014 02/18/2014