HomeMy WebLinkAboutContract 42727-A1 0
CITY SECRETARY
1
CONTRACT N0.1 �4
STATE TEXAS
COUNTY F' T A N
AMENDMENT NO. I TO
. CONTRACT NO. 4,2727
TAX ABATEMENT AGREEMENT BETWEEN'
CITY OF FORT WORTfJ AND, BELL HELICOPTERTEX'I"RON, INC.
This AMENDMENT O. I TO CITY SECRETARY CONTRACT NO,
412727 ("Amendment")
(the "City"), a home rule � cip � organized under the laws of the Sta te of Texas,
and BELL HELICOPTER TEXTRON, INC. ("Company"),, a Delaware corporation.
The City and Company hereby agree that the -fiollowing statements are true and
correct and constitute the basis ch the City and Company have entered into this
Amendment:
A. Company owes appr xi,mately 157. 75 acres of property in the City in the
vicinity of Highway and Trinity levard, whit' is c rrert.y the location of
Company's corporate headquarters, as more specifically described in xh b
attached hereto and hereby made a part, of this Agreement fior all, purposes (collectively',
the "Land"). Company items to, consolidate its various plant and wareh s,e operations
in the Dallas-Fort Wolrth, 'Metropilex on the Land in four (4) phases (t o c ).
Bo On December 13, 2011. the City Council adopted Mayor and Council
Communication C ) -253 , which authorized execution of a one (1)year Tax
Abatement Agreement and a nineteen , � r Economic Development
Agreement to, provide economic incentives, for completion of the reject on the Land.
The Tax Abatement Agreement, a public document on file in the City Secretary's Office
as City Secretary Contract No. 42727 (the a en '), covers Phase I of true Project.
The Economi,c Development Program Agreement that has been authorized wild cover
Phases 11.1, 111 and IV of the project.
C. n order to eligible t , receive the maxi,mum incentives available under
documents,' Company must cause New Taxable
certain minimum aggregate costs to be in place on t. e Land by the Completion Deadline
of each Phase, with a total aggregate cost upon completion of all our .ass of One
Hundred Sixty Million Dioillars, ($16,01,000�0001.00).
D. For Phase 1, the Agreement, requires Company to cause New Taxable
Tangible Personal Property hav ng cost' "4, ate. least en y sev "i" ^Ww.�nuwmiaraorr iii muu � ni¢rriw!!mmmammmDOO'iVd-
($27,00101,0010.010), to be in lac on the l..Pan.d by the Phase Corr. 1.affi
Page I CI ' SEti im. m t"
Amendment No. I to C'SC No.42727 WORTHI, "ITIX,
Tax Abatement Agreement'between City o10 W o' h n e I l.l licopte Textron,Inc. n
XIT
mt r��onnrt�vmusivInnl��12-18-12
December 31, 2012. Company has requested that this requirement be reduced so that
Company is required to cause New Taxable Tangible Personal Property of only Sixteen
Million Dollars ($16,000,000.001) to be in place on the Land by the Phase I Completion
Deadline, with the 'understanding, that M&C C-25367 will be amended to adjust, the
minimum aggregate costs, of New Taxable Tangible Personal Property that must be in
place on the Land by the Completion Deadlines for Phases, 11, 111 and IV so that total
agigregate cost upion completion of' all four (4) Phases remains One Hundred Sixty
Million Dollars ($160,0001,000.001).
El, The City and Company wish tofurther amend the Agreement to reflect the
City's agreement to waive certain development fees related to, the Project, as, outlined in
M&C 5367.
F, This Amendment i's autnorized under § 3112.208' of the Texas Tax Code
because (i) the provisions, of this Amendment could have been included in the original
Agreement and (11) this, Amendment has been entered into following the same procedure
in which the Agreement was approved and executed.
NOW, THEREFORE, the City and Company, for and in coins iderati on of the
terms and conditions set forth herein, do hereby contract, covenant and are as follows-.,
10, Section 4.2 of the Agreement (Installation of Tangible Personal Property) is
hereby amended to read as follows-,
4.2. Installation of'Tan eible Personal Prope
Company
all use New Taxable Tangible Personal Property
having a cost of at least Sixteen Million o f ( I ` 001.0 to be in
place on the Land by,the Phase I Completion Deadline.
2, The first sentence of Section 5.1 olf' the Agreement (Issuance of Certificate of
0
Completion for Phase I of the Proje ct) is hereby amended to read as follows:
5.1. Issuance of Certificate of Completion for Phase I of the
Project.
Within sixty (60) calendar days, following receipt by the City of'
both the final construction spending report for has I of the Project, as
required by Section 4.7.2.2, and the personal property report, as, required
by Section 4.,7.3, and assessment by the City of the *Information contained
therein pursuant to, Sections 4.8 and 4.,9 1 if the City is able to verify that
Company expended at least Five Million Dollars, ($5,0001,000-00) in
Construction Cysts for Phase I of the Project between May 31, 20,I and
the Phase I Completion Date; that, the Phase I Completion Date occurred
Page 2
Amendment No. I to CSC No.42727
Tax Abatement Agreement between City of Fort Worth and Belk Helicopter Textron,Inc.
on or before the Phase I Completion Deadline, and that New Taxable
Tangible Personal Property having a cost of at least Sixteen Million
Dollars ( 1.6,000,000.00) was place on the Land by the Phase I
Completion Deadline, the Director will issue Company a certificate stating
the aggregate amount of Construction Costs expended on Phase I of the
Project between May 31, 2011 and the Phase I, Completion Date,1 the
aggregate amount of Hard Construction Costs expended on Phase I of the
Project, between May 31, 2011 and the Phase I Completion Date, the
aggregate and Construction Costs expended specifically with Fort Worth
Companies and Fort Worth Certifie s between May
31, 2011 and the Phase I Completion Date; and the aggregate cost of New
Taxable Tangible Personal Property installed on the Land by the Phase I
Completion Deadline (the "Certificate of'Completion"),,
3, The first sentence of Section 5.2 of the Agreement (Tax Abatement) is her
amended to read as follows.-
Subject to the terms and conditions, of this Agreement,provided that
(1*) Company, expended at least Five Million Dollars ($15,0100,,O�010.00) in
Construction Costs, for Phase I of the Project between May 31, 2011 and the
Phase I Completion Date,, (110) the Phase I Completion Date occurred on or
before the Phase I Completion Deadline,, of as confirmed by the City in
the Certificate of Completion issued by the Director in accordance with
Section 5.1-1 and 0011)New Taxable Tangible Personal Property havm* gl a cost
of at, least Sixteen Million Dollars ($16,000,0010.00) was m place on the
Land by the Phase I Completion Deadline, Company will be entitled to
receive an Abatement for the 201.3 tax year.
401 Section 5.2.1 of the Agreement (Completion of Phase 1 (30%)) i's hereby amended
to,read as follows-,
If (0 Company expended at least Five Million Dollars
($5,000,000.00) in Construction Costs, for Phase I of the Plr *e,ct between
1 01
May 31, 2011, and the Phase I Completion Date, and the Phase I
Completion Date occurred on or before the Phase I Completion Deadline,
as confirmed by the City in the Certificate of Completion issued by the
Director m accordance with Section 51.1, and (il) New Taxable Tangible
Personal Property having a cost of at least Sixteen Million Dollars
($16!,0010,000!.001) was in place on the Land by the Phase I Completion
Deadline, Company shall be entitled to receive a percentage of the
Abatement equal to thirty percent (30%) ( verall Construction
Percentage""). Notwithstanding anything to the contrary herein, if (1)
Company failed to, expend, at least Five Million Dollars ($5,000,000.010) in
Construction Costs for Phase I of the Project between May 31, 2011 and
Page 3
Amendment N . I to CSC No.42727
Tax Abatement Agreement between City of Fort Worth and Bell Helicopter Textron,I: c,
the Phase I Completion Date did not
the Phase I Completion Date,, (11
occur on or before the Phase I Completion Deadlme,, or (iii) New Taxable
Tangible Personal Property having a cost of at least S1lateen Million
Dollars ($16,000,,00,0.00) was not in place on the Land by the Phase I
Completion Deadline, the City shall have the right to terminate this
Agreement in accordance with Section 6.1,.
5, The Agreement is hereby amended to,add Section 5.3,as follows:
51.3. Waiver of Certain Fees.
Company and its contractors will be r aired to apply for and
receive all permits, and other licenses and certificates required by the City
with respect to construction of the Project. However, as further
c ons Weration for the public purposes that will be achieved from
construct Ion of the Project and use of the Land in accordance with this
Agreement, and unless, otherwise prohibited by applicable law, ordinance,
rule or regulation the City agrees to waive the follow'1*ng fees related to the
Project that would otherwise be charged by the City at any time,prior to the
Phase I Completion Deadline: (i) all building permit,, plan review,,
inspection, and re-ionspection fees; (ii) all zoning fees; (iii) all temporary,
encroachment fees; (10v) all platti"ng fees,; and (v) all fire, sprinkler, and alarm
't fees., All other fees charged or assessed by the City m accordance
permi
Wi th federal, state and local, laws, ordinances, rules and regulations,
including, but not limited to transportationimpact fees and water and sewer
0
impact fees,, are not waived hereunder and shall be 'fully payable by
Company and
its contractors.
61, Section 6.1 of the Agreement (Failure to Complete Phase 1), is hereby amended to,
read as follows-,
6.1. Failure to Complete Phase L
If' (01 Company failed to explend at least Five Million Doil s
($15,0100,0001.001) in Construction Costs for Phase I of the Project between
May 311, 2011 and the Phase I Completion Date; (I*I*) the Phase I
Completion Date did not occur on or before the Phase I Completion
Deadline; or (iii) New Taxable Tangible Personal, Property having, a cost
of at least, Sixteen Million Dollars ($16,0010,0010.,00) was not in place on
the Land by the has I Completion Deadline, the City shall have the right,
to terminate this, Agreement by providing written notice to Company
without further obligation to Company hereunder.
Page 4
Amendment,No. I to CSC'No.42727
Tax Abatement Agreement between City offort Worth and Bell Heficop ter Textron,Inc.
7, Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
8, Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect.
91, 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 whicn snall be considered an original, but all of which shall
constitute one *Instrument.
10,6 All provisions of this Amendment shall take effect on the date as of which both
the City and Company have executed this Amendment, except, for Section, 5 of this
Amendment (adding Section 5.3 to the Agreement governing the waiver ofcertaffi fees),,
which shall be effective as of'the Effect iveeats of'the Agreement(December 231, 2011).
0
EXE TE
CUD as of the last date 1,ndicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 5
Amendment No. I to CSC No.,42727
fax Abatement Agreement between City of Fort Worth and dell Helicopter Textron,Inc.,
CITY OF FORT WORTH: T "r.
By-
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APPROVED AS TO FORM AND LEGALITY-,,
By*
Peter Vaky
Deputy City Attorney
TEXAS STATE OF
COUNTY A T,
BEFORE ME, e undersigned authority, on this day personally appeared
Fernando Costa, Assistant City Manager of ffie CITY WORTH,
c organized under the laws of the State of Texas, to me to be the person
and office whose name is subscri'bed to,the foregoing instrument, and acknowledged to me
that same was the act of the CITY OF T
perform a executed the same as, act of the CITY OF FORT WORTH for
the ores and consideration ther Ms's and n the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL, OF OFFICE thi's day of
1
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N-Ile
otary Public
..th State of Te �
11�1.1,61 ��
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Notary's Pfinted Name
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OFFICIAL
Page 6 . , � w E
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Amendment,No. I CSC No.42727
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BELL HELICOPTER TEXTRON,
INC.,, a Delaware corporation,0
By
__OamO. Anthonv A- Vit)ttt)
e,.*Anthony A. Viotto
Title: Executive 'Vice Presi ndCF0
Date-, 00e,
z
STATE OF'TEXAS §
COUNTY OF TARRANT §
BEFORE M the undersigned authority, on this day persoinally appeared
LlLkAoh�� "N I I LL1111,0-I of BELL HELICOPTER'
TEXTRON, INC*,, known to me to be the person whose name is subscribed to the
foregoing instrment, and acknowledged to me that s/he executed the same for the
10 #
purposes and consideration therein expressed in the capacity therein stated and as the act
and deed of BELL HELICOPTER TEXTRON,
GIVEN UNDER MY HAND, AND SEAL OF OFFICE this To day of
"&,-,r 2012.
j
AAL THERESA,M GALLAGHER
Notar Public in and forj
y My Commission Expires
IGHER
pire s
the State of September 30, 2014
r. olgN.W
OWN p-qIrmw"up
Notary's,Pfinted Name
OFFICIAL RECO'' D
CITIF SECRj,,,-,,,,r"'rARY
04 X
Page 7
Amendment No. I to CSC No.42727
Tax Abatement Agreement between City of or Worth and Bell Flelicopter Textron,Inc,.
Offic"Jal site of flic.,City of Fort Worth,"Texas
FoRT WORD,],
CITY COUNCIL AGENDA
COUNCIL,ACTION: Approved on 9/11/2,012
DATE.- 9/11/20112 REFERENCE NO.,: C-25823 LOG NAME: 17BELL,AMEND1
CODE'* C TYPE.' NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of an Amendment to the Tax Abatement Agreement with Bell
Helicopter Textron, Inc., and Authorize Amendment of'Mayor and Council
Communication C-2,5367 Authorizing Execution of Economic Development Program
Agreement with Bell Hellicopter Textron,, Inc., to Modify the Requirements for the
Purchase of New Personal Property in Each Phase of the Expansion and Consolidation
of Its Main Headquarters Operations and Associated Facilities in the Vicinity of Interstate
Hip hway 10, and Trinity Boul!evard (COUNCIL DISTRICT' 5�)
RECOMMENDATIONI::
It is recommended that the City Council:
1. Authorize the execution of an amendment to the Tax Abatement Agreement with Belle Helicopter
Textron, Inc., (City Secretary Contract No. 42727)to reduce the minimum, amount of New Taxable
Tangible Personal Property that must be purchased for Phase I of the expansion and consolidation of
its main headquarters operations and associated facilities in the vicinity of Interstate Highway 10 and
Trinity Boulevard; and
2. Authorize the amendment of Mayor and; Council Communicaton C-25367 authorizing execution of
an Economic Development Program Agreement with Bell Helicopter Textron, Inc.,, to adjust the
minimum amount of New Taxable Tangible Pers nal Property that must be purchased for each
subsequent phase of the expansion and consolidation of its main headquarters, operations and
associiated facilities.
DISCUSSIOIN11-4
Background:
On December 13, 2,011, (M&C C-25367) the City Council a,pp�rove�d execution of a one-year Tax
Abatement Agreement and a nineteen-year Chapter 380 Economic Development Program
Agreement (E,DPA), with Bel�l Helicopter Te�xtro,n, Inc. (Bell), for the expansion and consolidation of its
main headquarters, operations and i associated facilities in the vicinity of Interstate Highway 10 and
Trinity Boulevard (the Project).
The Project is expected to be completed in four p�h�ases. As specified', in Mayor and Council
Communication (M&C) C-25367, Bell is, required to have purchased a minimum amount of New
Taxable Tangible Personal Property by the completion deadline of each phase. The New'Taxable
Tangible Personal Property is defined as any taxable personal property other than inventory or
supplies that is owned or leased by Bell ands that was not located in, the City prior to May 3 1 11 2011,10
the date of Bell's application for ow ono�m�ic incentives from the City for the Project.
The Tax Abatement Agreement covers only Phase I of the Project,and requires that a minimum
amount of$,27 million in New Taxable Tangible Persona,l Property be located on the headquarters
site by the Phase I completion deadline of December 31, 2012., The EDPA covers the rem aining
I
phases of the Project and specifies minimum amounts of New Taxable Tanig:ible Personal Property
in�at must be located on the headquarters site by the completion deadlines, of those Phase�s, as,
explained' i'n the table below.
l�in order to, establish 20111 as,the base year for the Tax Abatement Agreement, the City and Bell
executed the Tax Abatement Agreement (City Secretary Contract No. 42727) on December 23,
2011 1. At the same time, however, Bell notified the City that it would need to revise its schedule for
insta,lling new business, personal property at the, site, th�erefore, faci�litatinig the need to modify the
requirements, specified by each phase. As a result, the parties held off'o�n, executing the EDPA until
that issue was fin�a,lized�. Although Bell's plans to expend the amount of$75 mill�ion in r�eal property
improvements, and the amount of$160, million in non-inventory personal prope,rt y improvements by
December,3,1 2015 will remain the same, the minimum and aggregate investment numbers fo�r the
personal property investment in each phase needs,to be more in order to, reflect the company's
revised purchasing schedul�e.
Proposed ModiflicaUons:
Staff recommends amending the Tax Abatement Agreement and M&C C-2536�7 authorizing
execution of the ED�PA in accordance with the following table:
0 Hig*1 n,a,l ly,A p�p roved Prlo,pi,osed Amendment
Phase 1 $27 mi�l�lion in business Reduction of BPP investment,
persona,l property (BPP,) from $27 mlillion to $16 mil�lion
December 31, 2012 improvements
(Tax Abatement onlX2
Phase 11 $34 million in B,P,P Reduction of BPP investment
December,31, 20�14 from $34 mi'll1ion to $32 million
Aggregate BPP investment of
(EDPA,,,,o,n,ly,� .......... $48, million
Phase 1111 $32 mi�llion in BPP $3,2 million in BP,P investment
Diecem�b�er3l, 2014 remains unchanged,
Aggregate BPP investment of
(EDPA only) $80 million
Phase IV $67' m�illion in BPP BPP investment increase from
$67 milllion to $80 million�-
December 311 2015 1
Aggregate BPP investment of
(EDPA only) $160 mill�i�o�n
TOTAL BPP INVESTMENT' $1610 Millioni $160 Mfl!io�n
All other terms and definitions, of the Agreements, as specified by M&C C-25367,, wil�l remain the
same.
FISCAL INF'ORMAITI:O,N/CERT'l�Fl�CATIONIN
The Finan�cial Management Services, Director certifies that this action will have no mater,ial effe�ct on
City funds.,
TO Fund/Account/Centers, FROMI,,,,,,Fu�nd/Acco�un�VCent,ers
..............-11.............. ........
Subm�'ifted for C,i Manager's Off i*,ce,,,,,§ Fernando Costa (6122)
OrIginating Departmient Head-.'
.......... ........
Jay Chapa, (58,04)
Additional Information Contact: Robert, Sturns (8003)
Marguerite Alllen, (2,235)
......... ..........
ATTACHMENTS
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