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AMENDMENT NO. 2 TO
CITY SECRETARY CONTRACT NO. 44728
TAX ABATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND
NGC RENEWABLES, LLC
This AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO.
44728 ("Amendment") is entered into by and between the CITY OF FORT WORTH
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and NGC RENEWABLES, LLC ("Company"), a Texas limited liability company.
The City and Company hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Company have entered into this
Amendment:
A. The City and Company previously entered into that certain Tax Abatement
Agreement on file in the City Secretary's Office as City Secretary Contract No. 44728, as
previously amended by that certain Amendment No. 1 to Tax Abatement Agreement on
file in the City Secretary's Office as City Secretary Contract No. 44728-Al (collectively,
the "Agreement"). Under the Agreement, the City agreed to abate certain ad valorem
real property taxes on improvements proposed to be constructed on property owned by
Company (identified in Exhibit "A" of the Agreement and defined as the "Land") and
certain ad valorem taxes on business personal property located on the Land in return for
Company's commitment to construct a corporate headquarters and manufacturing facility
for wind energy components, as more specifically outlined in the Agreement.
B. The Agreement requires that, among other things, New Taxable Tangible
Personal Property, as defined in the Agreement, having a value of at least $7,500,000.00
must be in place on the Land as of January 1, 2016. Due to price reductions in the
operational equipment needed for this project, Company has requested that this required
minimum valuation be reduced to $6,300,000.00. The City has no objections to this
request.
C. 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.
Page 1
Amendment No. 2 to CSC No. 44728
Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC
`7,26-Aa
OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX
NOW, THEREFORE, the City and Company, for and in consideration of the
terms and conditions set forth herein, do hereby contract, covenant and agree as follows:
1. The third sentence of Section 4.1 of the Agreement (Company's Obligations and
Commitments/Phase I) is hereby amended to read as follows:
In addition, New Taxable Tangible Personal Property having a
value of at least Six Million Three Hundred Thousand Dollars
($6,300,000.00) must be in place on the Land as of January 1, 2016, as
determined solely by Tarrant Appraisal District and reflected in the 2016
certified appraisal roll received by the City from Tarrant Appraisal District
(the "Phase I Personal Property Commitment").
2. The first sentence of Section 6.1 of the Agreement (Tax Abatement/Phase I) is
hereby amended to read as follows:
Subject to the terms and conditions of this Agreement, provided that
(i) Company expended at least Eight Million Five Hundred Thousand
Dollars ($8,500,000.00) in Construction Costs for the Required
Improvements by the Completion Date, 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 Six Million Three Hundred Thousand
Dollars ($6,300,000.00) was in place on the Land as of January 1, 2016, as
determined solely by Tarrant Appraisal District and reflected in the 2016
certified appraisal roll received by the City from Tarrant Appraisal District,
Company will be entitled to receive an Abatement in the first year of the
Abatement Term and in each year thereafter for the remainder of the
Abatement Term.
3. Section 8.2 of the Agreement (Failure to Complete Phase I) is hereby amended to
read as follows:
8.2. Failure to Comnlete Phase I.
Notwithstanding anything to the contrary herein, if (i) Company
failed to expend or cause to be expended at least Eight Million Five
Hundred Thousand Dollars ($8,500,000.00) in Construction Costs for the
Required Improvements by the Completion Date; (ii) the Completion Date
did not occur on or before the Completion Deadline; or (iii) New Taxable
Tangible Personal Property having a value of at least Six Million Three
Page 2
Amendment No. 2 to CSC No. 44728
Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC
Hundred Thousand Dollars ($6,300,000.00) was not in place at the Land
as of January 1, 2016, as determined solely by Tarrant Appraisal District
and reflected in the 2016 certified appraisal roll received by the City from
Tarrant Appraisal District, an Event of Default shall occur and the City
shall have the right to terminate this Agreement, effective immediately, by
providing written notice to Company without further obligation to
Company hereunder.
4. Capitalized terms used but not identified in this Amendment shall have the same
meanings assigned to them in the Agreement.
5. Except as otherwise specifically amended in this Amendment, the Agreement shall
remain in full force and effect.
6. This Amendment contains the final written expression of the City and Company
with respect to the subject matter hereof. This Amendment may be executed in multiple
counterparts, each of which shall be considered an original, but all of which shall
constitute one instrument.
EXECUTED to be effective as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 3
Amendment No. 2 to CSC No. 44728
Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC
CITY OF FORT WORTH:
ATTEST:
By: By:
Assistant City Manager
Date: 0/)-61//)
APPROVED AS TO FORM AND LEGALITY:
By 7'eE Y�
Peter Vaky
Deputy City Attorney
M&C: C-27286 05-05-15
STATE OF TEXAS
COUNTY OF TARRANT §
Mary Ka
City Secretary
4 ohc\ (O a C Q✓mw►'
BEFORE ME, the undersigned authority, on this day personally appeared Jesus J.
Chapa, Assistant City Manager of the CITY OF FORT WORTH, a municipality
organized under the laws of the State of Texas, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the CITY OF FORT WORTH, that he was duly authorized to
perform the and that he executed the same as the act of the CITY OF FORT WORTH for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ALI day of
9i t 1.4„Afo of , 2015.
- 4•1 LW -UV
Notary Public in and for
the State of Texas
i_wwi rn. H-irrtit\c N/
Notary's Printed Name
4;1w LINDA M. I:IRRLINGER
;' MY COMMISSION EXPIRE
PF 'February 2, 2018 S
Page 4
Amendment No. 2 to CSC No. 44728
Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
NGC RENEWABLES, LLC,
a Texas limited liability company:
By: t,
Name: C312 itn c_ .7
Title: r nN.4c,1 uc, i C---ic);Z
Date: nc_ ,A4,S 2
STATE OF '%.5. §
COUNTY OF __ §
BEFORE ME, t1e undersigned authority, on t is day personally appeared S- 1.,4
h , 509/0/0rh�GZ�'C 0,4,1 � Ais of NGC RENEWABLES,
LLC, a Texas limited liability com iat6, 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 NCG RENEWABLES, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
4/� day of ,2015.
Notary Public in and for
the State of '%,64-.�s
Notary's Printed Name
e
Page 5
Amendment No. 2 to CSC No. 44728
Tax Abatement Agreement between City of Fort Worth and NGC Renewables, LLC
Michael Camarillo Jr
NOTARY PUBLIC
State of Texas
My Comm. Exp. 6/11/16
i
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/5/2015
DATE: Tuesday, May 05, 2015
LOG NAME: 17ED NGCTAAMEND2
SUBJECT:
REFERENCE NO.: C-27286
Authorize Execution of Amendment No. 2 to Tax Abatement Agreement with NGC Renewables, LLC, City
Secretary Contract No. 44728, as Previously Amended, to Reduce the Minimum Valuation of Business
Personal Property Investment Required for the First Phase of a Corporate Headquarters and
Manufacturing Facility Project Located at 5500 Alliance Gateway Freeway (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of Amendment No. 2 to the Tax
Abatement Agreement with NGC Renewables, LLC, City Secretary Contract No. 44728, as previously
amended, to reduce the minimum valuation of business personal property required for the first phase of a
corporate headquarters and manufacturing facility project located at 5500 Alliance Gateway Freeway from
$7,500,000.00 to $6,300,000.00.
DISCUSSION:
The City previously entered into a Tax Abatement Agreement with NGC Renewables, LLC (NGC) for the
construction of a 120,000 square foot North American headquarters and manufacturing facility at 5500
Alliance Gateway Freeway. The Agreement provides for a 10-year tax abatement to NGC that could
potentially abate up to 80 percent of the City's ad valorem taxes on the incremental value of real and
business personal property investment on the site.
The project consists of two phases with an overall investment of $96,000,000.00 in real and business
personal property. Under the Tax Abatement Agreement, as amended, NGC must completely expend at
least $8,500,000.00 in construction costs for real property improvements by June 30, 2015 and install new
taxable business personal property with a minimum valuation of $7,500,000.00 by January 1, 2016.
Due to price reductions in the operational equipment needed for the project, NGC is requesting that the
Tax Abatement Agreement be amended to reduce the minimum valuation of new taxable business
personal property that must be on the site as of January 1, 2016 from $7,500,000.00 to
$6,300,000.00. The Phase II portion of the development consisting of an additional $80,000,000.00 in
new non -inventory business personal property by December 31, 2018 remains as originally
committed. Failure to meet the Phase II commitment will cause the percentage of tax abatement to be
reduced by half for the remainder of the term.
Staff recommends approval of NGC's request.
This project is located in COUNCIL DISTRICT 7, Mapsco 9K and 9P.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
Logname: 17ED NGCTAAMEND2 Page 1 of 2
appropriations on City funds.
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1. Final NGC Reference Map.odf (Public)
FROM Fund/Account/Centers
Jesus Chapa (5804)
Ossana O. Hermosillo (212-2665)
Robert Sturns (212-2663)
Logname: 17ED NGCTAAMEND2 Page 2 of 2