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Home My WebLink AboutContract 24129 CITY SECRETARY CONTRACT NO. STATE OF TEXAS § TAX ABATEMENT AGREEMENT BETWEEN COUNTY OF TARRANT § THE CITY OF FORT WORTH AND CITY OF FORT WORTH § BEN E. KEITH COMPANY This Tax Abatement Agreement (this "Agreement") is entered into by and between the City of Fort Worth, Texas (the "City") , duly acting herein by and through its City Manager, and the Ben E. Keith Company ("Owner") , a Texas partnership, duly acting by and through its authorized officers . WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, on the 17th day of February, 1998, the City Council of the City of Fort Worth, Texas ("City Council") adopted a Policy Statement: Tax Abatement for Qualifying Development Projects (the "Policy Statement") , attached hereto and incorporated herein as Exhibit "A"; and WHEREAS, the Policy Statement constitutes appropriate "guidelines and criteria" governing tax abatement agreements to be entered into by the City as contemplated by the Texas Tax Code, as amended (the "Code") ; and WHEREAS, on the 7th day of July, 1998, the Fort Worth City Council adopted Ordinance No. S/Z. establishing Tax Abatement Reinvestment Zone No. 30 ("the Zone") ; and WHEREAS, Owner owns certain real property, more particularly described in Exhibit "B" attached hereto and incorporated herein by reference (the "Premises") , located totally within the Zone; and WHEREAS, on the 12th day of May, - 1998, Owner submitted an application for tax abatement with various attachments to the City concerning the contemplated use of the Premises (the "Application for Tax Abatement") , attached hereto. and incorporated herein as Exhibit "C"; and WHEREAS, the contemplated use of the Premises, the Required Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development of said Zone in accordance with the purposes for its creation and are in compliance with the Policy Statement and the Ordinance and similar guidelines and criteria adopted by the City and all applicable law; and W��,,nn 0(i��yR 1!UM WHEREAS, the city Council finds that the terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the policy Statement; and WHEREAS, 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 in which the Premises is located. NOW, THEREFORE, the City and Owner for and in consideration of the premises and the promises contained herein, do hereby contract, covenant and agree as follows: I. OWNER' S COVENANTS A. owner shall construct, or cause to be constructed, on and within the Premises certain improvements (the "Required Improvements") M consisting of 412, 000-sq. ft. food distribution facility, and (ii) having a cost upon completion of at least Twenty Eight Million Dollars ($28, 000, 000) including site development costs. The kind, number and location of the Required Improvements are more particularly described in the Application for Tax Abatement. As long as the conditions in the first sentence of this Paragraph A are met and the Required Improvements are used for the purposes and in the manner described in the Application for Tax Abatement, minor variations in the Required Improvements from the description provided in the Application shall not be an Event of Default. B. owner covenants to substantially complete construction of all of the Required Improvements on or before December 31, 1999 (12/31/99) . C. owner covenants that during the term of the abatement (as defined in Paragraph III .E. hereof) owner shall cause to be located on the Premises new tangible personal property having a cost of at least One Million Dollars ($1, 000, 000) , excluding inventory and supplies . D. Owner covenants that the Required Improvements shall be constructed and the Premises shall be used in accordance with the description of the project set forth in the Application for Tax Abatement. The Owner covenants to comply with and satisfy all of the provisions and requirements for the project as set forth in the Application for Tax Abatement, including but not limited to 2 (i) the description and location of the Required Improvements; (ii) the activities to be performed; (iii) the eligibility criteria for the Required Improvements; (iv) the impact from construction including amounts to be spent with Fort Worth contractors, subcontractors and certified Minority Business Enterprises and Women Business Enterprises; (v) the employment impact from permanent employment, including the number of jobs, number of jobs to be held by Fort Worth residents and number of jobs to be held by Inner City residents; (vi) the cost and fiscal impact of the Required Improvements; and (vii) the dollar amount and type of annual supplier and professional service contracts that will be awarded to both Fort Worth companies and certified Minority Business Enterprises and Women Business Enterprises . E. Owner covenants that throughout the term of the abatement, the Required Improvements shall be operated and maintained for the purposes set forth herein so that the uses of the Premises shall be consistent with the general purposes of encouraging development or redevelopment of the Zone, except as otherwise authorized or modified by this Agreement. Ii . GENERAL PROVISIONS A. The City has adopted guidelines and criteria governing tax abatement agreements for the City and may enter into this Agreement containing the terms set forth herein. B. Procedures followed by the City generally conform to the requirements of the Code, and have been and will be undertaken in coordination with Owner' s corporate, public, employee, and business relations requirements . C. The Premises are not an improvement project financed by tax increment bonds . D. Neither the Premises nor any of the Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning commission of the City or any member of the governing body of any taxing units joining in or adopting this Agreement. E. This Agreement is subject to rights of holders of out- standing bonds of the City. 3 F. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control . G. A portion or all of the Premises and/or Improvements may be eligible for complete or partial exemption from ad valorem taxes, as a result of existing law or future legislation. This Agreement is not to be construed as evidence that no such exemp- tions apply to the Premises and/or Improvements . III . ABATEMENT TERMS AND CONDITIONS A. The City hereby grants a real property tax abatement ("Abatement") to owner relative to Owner' s Premises and the Improvements, such Abatement to be subject to the following terms and conditions . B. The Abatement shall be based upon the increase in value of the Premises and the Improvements over their value on January 1, 1998, the year in which this Agreement is executed, as follows : Up to seventy-five percent (75%) of the increase in value resulting from construction of the Required Improvements based upon the abatement schedule in the application for tax abatement (Attachment "C") , such increase in value subject to abatement in any one year being limited to no more than Twenty Eight Million Dollars ($28, 000, 000) . C. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or Improvements . D. The term of the Abatement (the "Term") shall begin on January 1 of the year designated in writing by the Owner (which designation must be received by January 31, 2000) but no earlier than on January 1 of t i 'he year following the year n which the Certificate of occupancy is issued (the "Beginning Date") and, unless sooner terminated as herein provided, shall end on the December 31st immediately preceding the tenth (10th) anniversary of the Beginning Date. Unless otherwise designated by Owner, the term of the Abatement shall begin on January 1 of the year following the year in which the Certificate of occupancy is issued,. 4 E. The City acknowledges receipt from owner of the required application for Tax Abatement fee of 10 of project cost, not to exceed $15, 000. If construction on the project is begun within one year from July 7, 1998 (with or without a tax abatement) , such fee shall be creditable in full to the benefit of owner against any permit, impact, inspection or other lawful fee re- quired by the City in connection with the project, and any remaining amounts shall be refunded to Owner. IV. RECORDS, AUDITS AND EVALUATION OF PROJECT A. Subject to applicable law governing financial disclosure by the Owner, the City shall have the right to review the financial condition of the project to determine compliance with this Agreement. The City shall annually (or such other times deemed appropriate by the City) evaluate the project to insure compliance with this Agreement. On or before March 1st of every year during the life of the agreement, owner shall provide information and documentation which details owner' s compliance with each applicable term of the agreement. Failure to provide this information shall be considered an event of default. The information shall include, but not be limited to, the following: (i) the number and dollar amounts of all construction contracts and subcontracts awarded on the project, specifying which companies are Fort Worth entities; (ii) the total number of employees who work on the premises, the number of employees who reside in Fort Worth, and the number of employees who reside in designated "Inner City" area. These jobs shall be reported in job classifications appropriate to the employees; (iii) the gross dollars spent on supplier and profes- sional service contracts, with detail sufficient to demonstrate the amounts by contract awarded and performed by Fort Worth individuals and entities; (iv) the dollar amount of both construction and supply and service contracts awarded to Minority Business Enterprises and Women Business Enterprises; and (v) if the dollars or percentages do not equal the original (as detailed in Exhibit C, "Application for Tax Abatement) or city Council modified requirements of this Agreement, owner shall explain the reason for the failure to meet the requirements and state a recommended course of rectification. 5 B The city shall make a decision and rule on the eligi- bility of the project for tax abatement, based on the information furnished each year, on or before August 1 of the taxable year and shall so notify the Owner. The City Council' s decision on the matter shall be binding, final and not appealable, except for arbitrary and capricious acts and actions, gross negligence or willful misconduct, and any appeal shall be under the substantial evidence rule. C. During normal office hours throughout the Term of this Agreement, providing reasonable notice is. given to owner, the City shall have access to the Premises by City employees for the purpose of inspecting the Premises and the Required Improvements to ensure that the Required Improvements or repairs are made in accordance with the specifications and conditions of this Agreement and to verify that the conditions of this Agreement are being complied with. V. BREACH A. In the event that (i) the Required Improvements for which an abatement has been granted are not completed in accordance with this Agreement; or (ii) the schedule of Improvements listed in Paragraph B of Article I of this Agreement is not satisfied; or (iii) owner allows its ad valorem real property taxes with respect to the Premises or Improvements, or its ad valorem taxes with respect to the tangible personal to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or (iv) owner breaches any of the other terms or conditions of this Agreement, then owner shall be in default of this Agreement (an "Event of Default") . Should an Event of Default occur, the City shall give owner written notice of such Event of Default and if Owner has not cured such Event of Default within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Event of Default is not reasonably susceptible of cure within such ninety (90) day period and Owner has commenced and is pursuing the cure of same, then after first advising city Council of the efforts to cure same, Owner may utilize an additional ninety (90) days . Time in addition to the foregoing 180 days may be authorized by the City Council . As liquidated damages for an Event of Default after the expiration of the applicable notice and cure periods, all taxes which otherwise would have been paid to the City for each year when an Event of Default existed, without the benefit of 6 Abatement (after taking into account any applicable exemptions) and penalties and interest thereon charged at the statutory rate for delinquent taxes as determined by Section 33. 01 of the Code, as in effect at the time of the payment of such penalties and interest, for each such year for which such taxes were abated, will become a debt to the City. Such amount shall be due, owing . and paid to the city within sixty (60) days of the expiration of the above-mentioned applicable cure period(s) as the sole and exclusive remedy of the City, subject to any and all lawful offsets, settlements, deductions, or credits to which owner may be entitled. The parties acknowledge that actual damages in the event of default and termination would be speculative and diffi- cult to determine. B. Notwithstanding the foregoing paragraph, if the City and owner mutually determine that the development or use of the Premises or Required Improvements as contemplated herein is no longer appropriate or feasible or that a higher or better use is preferable, the parties may terminate this Agreement by a writing signed by both parties, the period of Abatement shall expire as of the effective date of the termination, there ' shall be no recapture of amounts previously abated, and neither party shall have any further rights or obligations hereunder. VI . EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY The abatement shall vest in owner and cannot be assigned to a new owner or lessee of all or a portion of the Pre*mises and/or Improvements, and any such assignment shall be grounds for termination of this Agreement and the tax abatement hereunder upon ten (10) days' written notice from the city to owner. VII . NOTICE All 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: OWNER: CITY: Mel Cockrell City Manager Ben E. Keith Management Trust 1000 Throckmorton Street 601 East 7 th Street Fort Worth, Texas 76102 7 P.O. Box 2628 Fort Worth, Texas 76113 VIII . CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council at its meeting on the 7th day of July, 1998, by Council. approving Mayor and Council Communication No. C-16886 authorizing the City Manager to execute this Agreement on behalf of the City. IX. SEVERABILITY In the event any section, subsection, paragraph, 'sentence, phrase or word is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. In the event that (i) the Term of the Abatement with respect to any property is longer than allowed by law, or (ii) the Abatement applies to a broader classification of property than is allowed by law, then the Abatement shall be valid with respect to the classification of property abated hereunder, and the portion of the Term, that is allowed by law. X. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be under- taken to cure same) , the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party (ies) to receive the certificates . XI . OWNER STANDING 8 Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or city Council actions authorizing same and owner shall be entitled to intervene in said litigation. XII . APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas . Venue for any action under this Agreement shall be the State District Court of Tarrant County, Texas . This Agreement is performable in Tarrant County, Texas . XIIII . RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of Tarrant County, Texas. XIV. AMENDMENT This Agreement may be modified by the parties hereto to include other provisions which could have originally been included in this Agreement or to delete provisions that were not originally necessary. to this Agreement pursuant to the procedures set forth in Title 3, Chapter 312 of the Code. EXECUTED this day of 5 1998, by the City. EXECUTED this day of 1998, by the Ben E. Keith Company. AT ST: CITY OF FORT WARTH, TEXAS By: City Secretary Assistant city Manager e --- I & M Contract Authorization rl- ri - qe 9 Date APPROVED AS TO FORM AND LEGALITY: Assistant City Atto ey Date: �- 02, ATTEST: Ben E. Keith Company By: Title: W E FiiYlffC-1:& U'`- CL k' 10 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Mike Groomer, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, 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 said CITY OF FORT WORTH, TEXAS, a municipal corporation, 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 said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF ICE this day of jht&41A A- 1998 . U Notary Public in and for PATRICIA A.GARCIA the State of Texas NOTARY PUBLIC rl State of Texas Comm.EXP.03-31-2001 Notary' s Printed Name STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared 14EL (Yoe Company, a Texas CDC of Ben E. Keith partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said partership. R MY HAND AND SEAL OF ICE this day '11s of _=r 1998 . Notary ry P otary Pub in and for P PAM GILMORE the State of Texas I vv uff& Notary Public STATE OF TEXAS My Comm.Exp.09115/99 Of Notary' s Printed Name My commission Expires: 19 C� BEN E. K8TH ComPANY CERTIFICATE OF AUTHORITY L the undersigned duly-elected and acting corporate Secretary of Ben E. Keith Company, a Texas corporation,hereby certify that: ® Ben E.Keith Company is duly formed and active under the laws of the State of Texas. ® The primary office of the corporation is at 601 East Seventh Street,Fort Worth, TX 76102(Mailing address:P.O.Box 2628,Fort Worth,TX 76113). ® In addition to its legal name,Ben E. Keith Company does business under the assumed names"Ben E.Keith Foods"and"Ben E.Keith Beers". ® The Chief Financial Officer of Ben E.Keith Company has,by virtue of his office, full authority on behalf of the corporation to seek and obtain tax abatements for the corporation and to execute agreements establishing the terms and conditions of those abatements. ® Mel Cockrell is the duly-elected and acting Chief Financial Officer of Ben E. Keith Company. ® That I have,by virtue of my office,the authority to make the certifications set forth herein. To which I set my hand and the seal of the corporation this day of 1998. S.D. Greenlee Corporate Secretary i EXHIBIT "A" Policy Statement CITY OF FORT WORTH POLICY STATEMENT: TAX ABATEMENT FOR QUALIFYING DEVELOPMENT PROJECTS 2Z11 I. GENERAL PURPOSE AND OBJECTIVES Certain types of investment result in the creation of new jobs, new income and provide for positive economic growth and inner-city economic stabilization which is beneficial to the City as a whole. The City of Fort Worth is committed to the promotion of high quality development in all parts of the City and improvement in the quality of life for its citizens. The City of Fort Worth will, on a case-by-case basis, give consideration to the granting of property tax incentives to eligible residential, commercial, and industrial development projects. It is the policy of the City of Fort Worth that consideration of eligible projects will be provided in accordance with the guidelines and criteria outlined in this document. Texas law authorizes the City of Fort Worth to grant tax abatement on the value added to a particular property by a specific development project which meets the economic goals and objectives of the City, and the requirements of the statute (Vernon's Tax Code Ann. Section 312.001, et. seq.). As mandated by state law, this policy applies to the owners of real property. It is not the policy of the City of Fort Worth to grant property tax abatement,to any development project for which a building permit has been previously issued by the City's Department of Development. Nothing in the policy shall be construed as an obligation by the City of Fort Worth to approve any tax abatement application. Although all applications which meet the eligibility criteria(Section 111.) of this policy statement will be reviewed, it is the objective of the City of Fort Worth to encourage applications from projects that: (a) are located in enterprise zones or other designated target areas; or (b) result in a development with little or no additional cost to the City; or (c) result in 1,000 or more new jobs, with a commitment to hire Fort Worth and inner city residents. 11. DEFINITIONS "Abatement"means the full or partial exemption from ad valorem taxes on eligible properties for a period of up to ten years and an amount of up to 100% of the increase in appraised value (as reflected on the certified tax roll of the appropriate county appraisal district) resulting from improvements begun after the execution of the tax abatement agreement. Eligible properties must be located in a reinvestment zone. "Reinvestment Zone"is an area designated as such by the City of Fort Worth or State of Texas in accordance with the Texas Property Redevelopment and Tax Abatement Act, Sections 312.001 through 312.209 of the Tax Code. "Residential Development Project" is a development project which proposes to construct or renovate multi-family residential living units on property that is (or meets the requirements to be) zoned multi-family as defined by the City of Fort Worth Zoning Ordinance. "Fort Worth Company" is a business which has a principal office located within the city limits of Fort Worth. "Minority Business Enterprise (MBE) and Women Business Enterprise (WBE)" is a minority or women owned business that has received certification as either a MBE or WBE by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of ,Transportation(TxDOT),Highway Division. "Capital Investment" includes only real property improvements such as new facilities and structures, site improvements, facility expansion, and facility modernization. Capital investment does NOT include land acquisition costs and/or any existing improvements, or personal property (such as machinery, equipment, and/or supplies and inventory). "Facility Expansion" is anew permanent real property improvement such as a building or buildings constructed to provide additional square footage to accommodate increased space requirements of a Fort Worth company. "Facility Modernization" is a new permanent real property improvement under taken to provide increased productivity for a new or existing Fort Worth company. "Supply and Service Expenses" are discretionary expenses incurred during the normal maintenance and operation activities of a business. III. ELIGIBILITY CRITERIA A. RESIDENTIAL PROJECT ELIGIBILITY A residential development project is eligible for property tax abatement if: 1. The project is located in any of the following census tracts: 1002.02, 1010, 1011, 1016, 1017, 1018, 1019 (partial), 1025, 1028 (partial), 1029, 1030, 1031, 1033, 1035, 1036.01, 1037.01, 1038, 1040, 1041 (partial) (see Map- Exhibit"A"); AND 2. a. The project will construct or renovate no less than 50 residential living units of which no less than 20% shall be affordable (as defined by the U.S. Department of Housing and Urban Development) to persons with incomes at or below 80%of median family income; OR b. The project has a minimum capital investment of$5 million (excluding acquisition costs for land and any existing improvements). -2- 111. ELIGIBILITY CRITERIA B. COMMERCIAL/INDUSTRIAL ELIGIBILITY 1. New Projects In order to be eligible for property tax abatement, a new commercial/industrial development project must satisfy one of the following three criteria: a. Upon completion will have a minimum capital investment of $10 million and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for full time employment.; OR b. Is located in the "inner city" (as identified on Exhibit "A") or property immediately adjacent to the major thoroughfares which serve as boundaries to any of these inner city census tracts and commits to hire an agreed upon percentage of residents from an eligible inner city census tract(as identified on Exhibit"A") for full time employment.; OR C. Is located outside of the "inner city", has a minimum capital investment of less than $10 million, and commits to hire an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit"A")for full time employment. 2. Existing Business Expansion and/or Modernization In order to be eligible for property tax abatement, a facility expansion and/or modernization by an existing commercial/industrial business a. Upon completion will have a minimum capital investment of $10 million.; OR b. Must result in increased employment for which the business commits to hire and retain an agreed upon percentage of residents from an eligible inner city census tract (as identified on Exhibit "A") for new, full time positions; AND C. Must have a minimum capital investment of(1) $500,000, OR (2) an amount equal to or greater than 25% of the appraised value, as certified by the appropriate appraisal district, of real property improvements on the property for the year in which the abatement is requested. C. PROOF TESTS 1. Building Permits No tax abatement will be granted to any development project which has applied for or received a building permit from the City's Department of Development. -3- 2. Evidence of Need for Tax Abatement The applicant must provide evidence to substantiate and justify the tax abatement request including (but not limited to) an analysis demonstrating the tax abatement is necessary for the financial viability of the project. IV. ABATEMENT GUIDELINES The tax abatement agreement must provide that the applicant: (1) Hire Fort Worth residents for an agreed upon percentage (at least 25%) of new full time jobs to be created and make a good faith effort to hire 100% Fort Worth residents for all new jobs created as a result of the abatement, (2) Commit to hire an agreed upon percentage of Fort Worth residents from an eligible inner city census tract (as identified on Exhibit "A") for all new jobs created as a result of the project. The agreed upon percentage shall be determined by negotiation. (3) Utilize Fort Worth companies for an agreed upon percentage of the total costs for construction and Supply and Service Contracts, and (4) Utilize Minority and Women owned Business Enterprises (M&WBEs) for an agreed upon percentage of the total costs for construction and supply and service contracts in the manner provided in the City of Fort Worth's Minority and Women Business Enterprise ordinance. In addition to the above,the abatement must comply with the following guidelines: A. State law prohibits abatement of taxes levied on inventory, supplies or the existing tax base. City policy is not to abate taxes on personal property located within Fort Worth prior to the date of the tax abatement agreement. B. Unless otherwise specified in the agreement, the amount of the taxes to.be abated shall in no event exceed the amount of the capital investment (as specified in the application) multiplied by the City's tax rate in effect for the year in which the calculation is made. C. In certain cases, the City may consider a tax abatement application from the owner of real property who serves as a landlord or lessor for a development project which meets the eligibility criteria of this section. D. The City may consider an application from the owner or,lessee of real property requesting abatement of real and or personal property owned or leased by a certificated air carrier on the condition that the certificated air carrier make specific real property improvements or lease real property improvements for a term of 10 years or more. E. For an eligible development project to be considered for tax abatement, the "Application for Tax Abatement" form must be completed and submitted to the Office of Economic Development. -4- F. An application fee must accompany the application. The fee is calculated at the lesser of: (i) 1% of the project capital investment, or(ii) $15,000. If construction on the project is begun on the site specified in the application within a one (1) year period from the application submittal date (with or without a tax abatement), this fee shall be credited to any permit, impact, inspection or any other lawful fee required by the City of Fort Worth. If the project is not constructed on the site specified in the application or if construction takes place at the specified site more than one (1) year after the application submittal date, the application fee shall not be refunded or otherwise credited. G. If requested, the applicant must provide evidence that there are no delinquent property taxes due on the property on which the development project is to occur. H. The tax abatement agreement shall limit the uses of property consistent with the general purpose of encouraging development or redevelopment of the zone during the period that property tax abatements are in effect. 1. Tax abatement may only be granted for projects located in a reinvestment or enterprise zone. For eligible projects not currently located in such a zone,the City Council may choose to so designate the applicant's property in order to allow for a tax abatement. J. The owners of all projects receiving tax abatement shall properly maintain the property to assure the long term economic viability of the project. V. PROCEDURAL STEPS Each request for property tax abatement shall be processed according to the following procedural guidelines. A. Application Submission: Provided that the project meets the criteria detailed in Section III of this policy, the Applicant must complete and submit a City of Fort Worth "Application For Tax Abatement" form (with required attachments) and pay the appropriate application fee. B. Application Review and Evaluation: The Economic Development Office will review the application for accuracy and completeness. Once complete,the application will be evaluated based on: 1. Types of new jobs created, including respective wage rates, and employee benefits packages such as health insurance, day care provisions, retirement package(s), transportation assistance, and any other. 2. Percent of new jobs committed to Fort Worth residents. 3. Percent of new jobs committed to Fort Worth"Inner City"residents. -5- 4. Percent of construction contracts committed to: Worth firms, and a Fort rth based f b. Minority and Women owned Business Enterprises (MBEs and VvTBEs)- 5. Percent of supply and service contract expenses committed to: a. Fort Worth based firms, and b. Minority and Women owned Business Enterprises (MBEs and VvBEs). 6. The project's increase in the value of the tax base. 7. Costs to.the City (such as infrastructure participation, etc.). 8. Other items which may be negotiated by the City and the applicant. Based upon the outcome of the evaluation, the Economic Development Office may present the application to the City Council's Expanding Economic Opportunities Committee. C. Consideration by Council Committee Should the Economic Development Office present the application to the City Council's Expanding Economic Opportunities Committee,.the Committee will consider the application at an open meeting. The Committee may: (1) Approve the application. Staff will then incorporate the application into a tax abatement agreement which will be sent to the City Council with the Committee's recommendation to approve the agreement;or (2) Request modifications to the application. Economic Development staff will discuss the suggested modifications with the applicant and then, if the requested modifications are made, resubmit the modified application to the Committee for consideration; or (3) Deny the application. The applicant may appeal the Committee's finding by requesting the City Council to: (a) disregard the Committee's finding and (b) instruct city staff to incorporate the application into a tax abatement agreement for future consideration by the City Council. D. Consideration by the City Council The City Council retains sole authority to approve or deny any tax abatement agreement and is under no obligation to approve any tax abatement application or tax abatement agreement. The City of Fort Worth is under no obligation to provide tax abatement in any amount or value to any applicant. E. Effective Date for Approved Agreements All tax abatements approved by the City Council will become effective on January I of the year following the year in which a Certificate of Occupancy (CO) is issued for the qualifying development project (unless otherwise specified in the tax abatement agreement). Unless otherwise specified in the agreement,'taxes levied during the construction of the project shall be due and payable'. -6- VI. RECAPTURE If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. VII. INSPECTION AND FINANCIAL VERIFICATION The terms of the agreement shall include the City of Fort Worth's right to: (1) review and verify the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, (2) conduct an on site inspection of the project in each year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. Vlll. EVALUATION Upon completion of construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. On or before March 31" of every year during the life of the agreement, any individual or entity receiving a tax abatement from the City of Fort Worth shall provide information and documentation which details the property owner's compliance with the terms of the respective agreement and shall certify that the owner is in compliance with each applicable term of the agreement. Failure to report this information and to provide the required certification by the above deadline shall result in any taxes abated in the prior year being due and payable. IX. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY No tax abatement rights may be sold, assigned or leased unless otherwise specified in the tax abatement agreement. 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L1'w61►r�. �li:�J•`.III/F1tlt..la,rrLO { ,Ilh!IIl'Fiilt`�7.` ILI _a.a rut . +1 _e i`z•.+�1� '• Il[F►.e...w.i11rt MM. 111 ,1E s-- „'„ ��;�' ��'nit�l�i�ra}r•J.tf',�� G!� `''".. �• - �,.; ►, 1.1 , . r i��.��►.�• r� a Irk � , � �► .Irtll `e;,,� 1 Etl'��';'1 r�tit \/\��E�,� F �1pM ON U IN �t..-.�LE�t► ► 111111 'rat I Rivil-'��_ - .tn—•rt++:�tt fir' -+1......a1 ��ti=►� ��y rte'-�-.� �+��.IIr:F�.rl��nlifulr�,-��r►� • ��i�a ��'��,� 1►�'at"'�yntt�l'I.r.!44k1 �r I��--i'•°��%�1,3�u:;.�.%'•rtrtr� d► ��,/Z�l� � —ll� i ttatr;�y 4:t;�1� `► t1�R,�.� •�-��+��4',�' I �" r/(�/•_as � � ��,{,I !-�. .�"-'�71.7 �Ilalt� �r� w�"�."_ .1 J C ��r t<<atMlil Ialtc_-• � � 'i `�� ' -tapr AM ,`'!.��t�[fil�l, .�z,:,_rir!!� ��►�,° .lrff ne•1 VF��L:. -.�t�r �l�r� �� EXHIBIT "B" Property Description LEGAL PROPERTY DESCRIPTION Being a tract of land situated in the John D. Hudson Survey, Abstract No. 741 and the William Hudson Survey, Abstract No. 738 in the City of Fort Worth, Tarrant County, Texas and being a portion of Block 4, Carter Industrial Park, per plat as recorded in Volume 388-31, Page 52 of the Deed Records of Tarrant County, Texas and being a portion of the third tract as deeded to Carter Foundation Production Company (aka Mereken Land &Production Company) per documents recorded in Volume 3587, Page 319 and Volume 3595, Page 24 of said Deed Records of Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows: BEGINNING at a found V2 inch iron rod on the West R.O.W. line of Will Rogers Boulevard (a 110 foot wide R.O.W. per said plat) being or intended to be the Southeast comer of a tract deeded to Ivy Corporation per document recorded in Volume 7665, Page 584 of said Deed Records, from said found V2 inch iron rod a found 5/8 inch capped iron rod (Carter & Burgess) being or intended to be the Northeast comer of said Ivy tract bears North 00 degrees 15 minutes 30 seconds West, a distance of 592.93 feet; THENCE South 00 degrees 15 minutes 30 seconds East (Reference Bearing), along said West R.O.W. line of Will Rogers Boulevard, a distance of 2022.52 feet to a set 5/8 inch capped iron rod (BBB INC) being the Northeast comer of a tract deeded to Missouri Pacific Railroad Company per document recorded in Volume 9941, Page 1080 of said Deed Records, from said set 5/8 inch capped iron rod (BHB INC) a found 5/8 inch capped iron road (Carter & Burgess) bears South 00 degrees 15 minutes 30 seconds East, a distance of 50.00 feet of which is being or intended to be the Northeast comer of a tract deeded to Mereken Land &Production Company per document recorded in Volume 12575, Page 2311 of said Deed Records; THENCE South 89 degrees 45 minutes 00 seconds West, leaving said West R.O.W. line of Will Rogers Boulevard and along the North line of said Missouri Pacific Railroad Company tract, a distance of 624.22 feet to a set 5/8 inch capped iron rod (BBB INC), said set 5/8 inch capped iron rod (BHB INC) also being the beginning of a curve to the right whose chord bears North 48 degrees 04 minutes 00 seconds West, a distance of 736.90 feet and having a radius of 548.69 feet; THENCE Northwesterly, along said curve to the right along the Northerly line of said Missouri Pacific Railroad Company tract,through a central angle of 84 degrees 22 minutes 01 seconds, an arc length of 807.94 feet to a set 5/8 inch capped iron rod(BBB INC) for the end of said curve; THENCE North 05 degrees 52 minutes 59 seconds West, along the Easterly line of said Missouri Pacific Railroad Company tract, a distance of 249.38 feet to a set 5/8 inch capped iron rod (BBB INC) on the West line of said Block 4; THENCE North 00 degrees 09 minutes 30 seconds West, along said West line of Block 4, a distance of 1279.51 feet to a found 5/8 inch iron rod being or intended to be the Southwest comer of a tract deeded to Miller Brewing Company per document recorded in Volume 6822, Page 1602 of said Deed Records; THENCE North 89 degrees 45 minutes 00 seconds East, along the South line of said Miller Brewing Company tract, passing a found V2 inch iron rod at 428.70 feet and continuing along the South line of said Ivy tract for a total distance of 1192.40 feet to the POINT OF BEGINNING and containing 2,336,380 square feet or 53.64 Gross acres of land of which 90,846 square feet or 2.09 acres lies within a drainage area located along the southerly portion of said described tract between the 30 foot building setback line and the top of bank as located in the field in the month of May, 1997 and the area of the Chevron Pipeline Company Right of Way Easement lying Easterly of a 30 foot building setback line being 8,573 square feet or 0.20 acre,leaving a net area of 2,236,961 square feet or 51.35 acres of land, more or less. EXHIBIT «C9 Tax Abatement Application City of Fort Tax Abatement May 1996 ' 4„d44411t1n� po4�oRr�a�a ° o 0°000.°.0°°° d aa�QARU44 44.0 Office of Economic Development City Manager's Office Fort Worth,Texas 76102 (817) 871-6103 City of Fort Worth APPLICATION FOR COMMERCIAL/INDUSTRIAL TAX ABATEMENT 1. Applicant Information: Name Ben E. Keith L Company v Address 601 E. 7th Street City, State Zip Code Fort Worth Texas_ 76102 Telephone _817 ) 877 — 5700 ext. Fax 81 338 — — 1701 ext. Internet E-mail Address (if available): rQCBEKI Q AIRMAIL.NET Contact Person (include title/position) Mel Cockrell, Chief Financial-D-Ui car — Name of property owner Ben E. Keith Company 2. Property Description Attach legal description or surveyor's metes & bounds description. 3. Current Appraised Value of Property Attach latest copy of property tax statement from the County Appraisal District. 4. Attach a brief description of the project including: services provided or products manufactured, major customers and locations, etc. 5. Project Description A. New Facilities 1. Size 412,600 —sq.ft 2. Cost of construction $ 28.0 million B. Site Development (parking, fencing, landscaping, etc.): 1. Type of work to be done Earthwork, Site Pre Utilities, storm Sewer System Paving.._ Rail_9aUZ13ite_IMp.MMMMan±_S_ and Landscaping. 2. Projected costs $ 5-7 Millina- C. Personal Property: 1. Value of; a. Inventory $ 16,000,000 (Includes Personal Property) b. Supplies $ 2. Percent of inventory eligible for•freeport exemption (inventory exported from Texas within 175 days) 0 —0/6 3. Value of equipment, machinery, furnishings, etc. $ 6. Project Construction: A. What percent of the construction costs (5A. & B. above) will you commit to spend with: 1. Fort Worth businesses? 75 % 2. Minority and Women owned Business Enterprises? 10 % B. When will construction start? jul-y 1998 - end? June 1999 C. HOW many construction jobs will be created? Average of loo construction jobs for 14 months D. What is the estimated payroll for these jobs? 7-6 Million 7. Employment A. Is this project an expansion or modernization of an existing facility? If so, please answer the following: FWF 217 1. How many persons are currently employed? 270 KCD 22 ADMIN 31 2. What percent of 1. above are: a. Ft.Worth residents? 40 % b. Inner City residents? 21 % B. Please complete the following table. �4 Project Start Fifth Year Tenth Year New Jobs to be Created 425 Less Transfers* 270 Net Jobs 155 % of Net Jobs to be filled by Ft. Worth Residents' minimum of 25% % of Net Jobs to be filled by Inner City Residents minimum of 8% If any employees will be transfering,please describe where they will be transfering from. Must be at least 25%. C. Attach a description of the jobs to be created (technician, engineer, machinist, etc.), task(s) to be performed by each, and wage rate for each classification. We expect a net increase of 155 job's, as follows: I Administrative 64 Sales 26 Warehouse Operations 64 Transportation D. Attach a brief description of the employee benefit packagb(s) offered (le. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. 8. Regarding supply and service expenses (le. landscaping, office or manufacturing supplies, janitorial services, etc.): A. What is the annual amount of non-sole source supply and service expenses? $ 450,000 Fo B. What percentage of 8A.will be committed to Fort Worth businesses? C. What percentage of 8A. will be'committed to Minority and Women Owned Businesses? 9. Is the property appropriately zoned for this project? 10. Is the property platted? If yes, will replatting be necessary? O 11. Attach a description of any environmental Impacts Aassociated with this project. 40APE 12. Attach a description of any direct benefits to the City of (Fort Worth as a result of this project (le. sales tax, inventory tax, development fees, etc.) 13. Do you Intend to pursue abatement of: County taxes? 9 Yes 0 No School taxes? 0 Yes No 14. What level of abatement do you request: Years? 10 Percentage? see item 15 15. On an attachment, explain why tax abatement Is necessary for the success of this project. Include a business pro forma or other documentation to substanti- ate your request. 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 "Policy Statement:Tax Abatement For Qualified Development Projects" and agree to comply with the guidelines and criteria stated therein. chief F nanci,1J__01Lizar--- Name Title May 12, 1998 Date 3 EMIT -Related to Item 7. C. 7., C. Attach a description of the jobs to be created(technician, engineer, machinist, etc.), task(s) to be performed by each, and wage rate for each classification. We expect a net increase of 155 jobs as follows: Administrative 1 Sales 64 Warehouse Operations 26 Transportation 64 AAmftd&tmft . Addition of 1 person This job'will be a general clerical position. Salary range: $8.50 - $11.65 per hour.. Description: Compiles data and operates typewriter or computer in performance of routine -clerical duties to maintain business I records and reports. Duties/tasks may include the following: _ ® Types reports, business correspondence, application forms, shipping tickets, and other material. ® Reads instructions accompanying material, or follows verbal instructions Prom supervisor or person requesting document, to determine format desired, number of copies needed, priority, and other requirements. a Types and revises material such as correspondence, reports, statistical tables, addresses, and forms, from rough draft, corrected copy, recorded voice dictation, or previous version displayed on screen. e Files records and reports, posts information to records, sorts and distributes mail, answers telephone, and performs similar duties. • May operate duplicating machine to reproduce copy. • May compute amounts, using adding or calculating machine. • May type on or from specialized forms. - Addition of 64 persons These jobs will be primarily District Sales Representatives. Salary range: $1000 - $3500 semi-monthly. Pay types vary including straight commission,base plus commission, or salaried. Description: Responsible for the sale of food products and/or services. Duties/tasks may include the following: • Direct one-to-one communication with customer, • Field promotion work and developing new accounts, • Demonstrates products or services and provides assistance in the best application of product or services. • Answers all questions concerning a product.or service, with appropriate referrals where required. • Closes transactions and takes orders, • Estimates time and sales expenses expected and submits to management. • Analyzes records'of present and past sales, trends and costs, estimated and realized revenue, administrative commitments, and obligations incurred, • Interprets accounts, trends, and records to management. • Sells to new and present clients. • Contacts prospects and explains features and merits of products or services offered, utilizing persuasive sales techniques. • May calculate and quote prices, Warehause ®gerations - Addition of 26 persons These positions will be primarily warehouse workers. Salary range: $5.10 to $10,55 per hour, Description: Performs any combination of the following tasks to receive, store, and distribute material, tools, equipment, and products within warehouse. • Reads production schedule, customer order, work order, shipping order, or requisition to determine items to be moved, gathered, or distributed. • Conveys materials and items from receiving areas to storage or to other designated areas by hand, handtruck, or electric handtruck. • Sorts and places materials or items on racks, shelves, or in bins according to predetermined sequence, such as size, type, style, color, or product code. • Sorts and stores perishable goods in refrigerated rooms. • Assembles customer orders from stock and places orders on pallcts or shelves, or conveys orders to packing station or shipping department. • Marks materials with identifying information, using stencil, or other marking device. • Opens bales, crates, and other containers, using handtools. • Records amounts of materials or items received or distributed. • May use computer to enter records. • May complete requisition forms to order supplies from other departments. • May maintain inventory records. • May be known according to specific duty performed such as Order Selector, Receving Clerk, Shipping Clerk, etc. TransparWan - Addition of 64 persons These postions will be primarily route delivery drivers. Salary range: $400 - $900 per week. Paid by the piece, mile and stop. Description: Drives truck over established route to deliver and sell products, collects money from customers, and makes change. Duties/tasks may include the following: • Drives truck to deliver food items to customer's place of business. • Collects money from customers, makes change, and records transactions on customer receipt. • Writes customer order and instructions, • Records sales or deliveries information on daily sales or delivery record. • Informs regular customers of new products or services, • Limns to and resolves service complaints. • May place stock on shelves or racks. • May set up merchandise and sales promotion displays or issue sales promotion materials to customers. • May collect or pick up empty containers or rejected or unsold merchandise. • May load truck. • May issue or obtain customer signature on receipt for pickup or delivery. • May clean inside of truck, BEN. a KEITH COMPANY - SUMMARY OF EMPLOYEE BENEFITS -- 1998 .::?!%,.:ur..,.,!•:�h:r.�..,.:.v,.,..:.v �� '•L.� '>i')NI.r!l! .\%N' '4'w ,:1 � f 'H rt:r.��. M4v•,.,!n;,..•,,:..v�:w,�.c.;rn!rnt•�;:...:M:.y+,rT"f•�•\,t\i�,;o,.L1,..rA•w,Z"�'ti^w`•.'...F.'.i: ..)!o'O. ...ri;:�.�', .,p': "c!y,!:).., ��ry,'anrtu`: 'tt,0�•� 4! V L N�..St,•wC,y.•„{ MNZ• '~ :.. > N.C. •i.i!! 4 W l Y. Hsi. ..�,.,�., .:+ .!P..KIi:VA ,{a�:w�`�`xM"�''„y..:%.°.iw c .Y> 1. $T�.'9 ,>.f `3, 't' 'i•),'„+t:e��''t't.�.`'3'•ti�1�.C'^'f ^.d: . :t :.�4 .„y:,, �tSA: !�!�'!,p n",�¢.,..a. v,•$.;r.•`�'',»”,:JAi,. Xi,?i.^'�","' :;;:`;Ktw Maximum -$1,000,000 Deductible -$200.00 per calendar year, Eligibility Period - 1 at of month following 60 FPerson (not more than $600 per days of employment family). Plus $200.00 per hospital confinement-will be waived if using Cost- $ 55.00/Month for employee only a hospital in the PHCS Network $160.00/Month for employee w/spouse only Co-Payment -60% by Ben E. Keith $130.00/Month for employee w/children only Company and 50% by employee to $2,000. $170,00/Month for employee w/family Plan pays 100° of eligible oherges thereafter, Prescription Card Benefit Wages used for premiums are non-taxable $10.00 Generic/$16,00 Brand narne Bil"M �, .,A"Cn•.f. �h w,W;,a.A:r�3wA' �"��.�,2, � ..•v:c��!•+1^`D �A��?� �"•_'.\ t•:q.. ^4: � '�'e1^ "7 r„�. h,•, \,.,y.w::a..:' .;, .:+-:, !':'w�.,, j"<;e:, JC't Q;i';;w.;. b ,t'w'+a. •�L'�`xP":>.�,,,:f, `�;,:: .:,.;. ...I•i. ,�. .:n,;::>`:`�.,%��a�1.•ar.+!A.ii��i�',3;5.r.��gir;..L'\ii::.i..t'�..!`•'YiYl9p�v• Two voluntary Dental Plans are available at the employee's option: DMO Plan with Provider network of Regular Dental Insurance Plan Dentists Cost- $ 4.70/Month for employee only Cost - $21.62/Month for employee only $ 7.55/Month for employee + bne dependent $43,20/Month for employee + one dependent $10.40/Month for employee +two or more $53.97/Month for employee + two or more Wages used for premiums are non-taxable '.�•:v,,:n.\.giY.�,M"v;'•,i. .\r.C.,.�•M1...n:nM!•!;.5n.»:t�:. ..'L. u:`r;::.\n:n;!!.,�;`'Zr,'\.;!:..+q.�..`�.,•,:.µi•r'.f+.q. 't!',i+•„y..",to o?.:,...,.q:!.\".:%y;r. ..ry.. ). ,,.:'fie'!•g!r.\. :•.'iw.v.,.e>r.'„!C!C•.,:vr.. �uyl+^+'{n.n "<ra;:c:w,vy!r}F:.. +�::« ,:3'; ':;ra: •:•:x+ rti v.a\v::!.,•n:.;;,y..t,,o.:\..,.. h:;..•i��+,'MYn>1,..n:n+(.,,�.. r':w.,•,'�tit''CT•`\... ...... : •,��•\:i�:C'?:Y\):!f Y,,Y•"S'v'�';?n•;�i,;r ,:.4:>S.u� "��:t%:�'\,L:�'1..,.,.1;I:).\ ei;/.::..:F':\i:i,:�.:N.!;rr!nwu :.,'•r.,�+,:\,.,.:N•^.•.'t.^.:t!Nnrr�...I•.. /.u.k.\w 6,,,..Vn./;� C .�w^.•'\+!y\ r.wf!C:. I, .,t•.r..v v'::•':1 :.;�•'. ..\`. .' ,�.. �\. !l:• .;:T":fir^��t:V.��•;�::>';;r\ :r•�:!r .�v, :<rn,:!• •,:d:r' ,.X .t»r• :C:a�n ;"`{.,..k;�. ...�. .t..•.: ..:f:. , ..tra,:. ""^L'`J;'>.. :{v w �t ..'�t:,.,,'�>: ."?�E.,..e:R.... i5i'i• i•w;,�,, �,.pJrt'!.,:M, r.\"i..::;�;;`». Y�rC't`•:n:'n1:!+It. ./.�.;..;ni?i (.w:r: ..V;:..!,�..;.,\::�:::y��.,!:;(:��+'i/:(,?, ' ",5^:,':••0• r.w'sC:T!,!h`ff'',. ....+,r•ni."?.'•r.,:xn .:. ....:::.... .:v,, :An. ::1.• .•d"• ,h:\ ^•\St'\`ii's..L'�,n?:k4„':,r.,!.�L»• ..;5°+'Ai” fji.:C:: ;ajil:i;�<;i;:a •ai�i '+yy�o Coverage of$25,000 Eligibility period - 1 at of month following 60 days of employment Coverage is doubled should death Additional Life Insurance can be purchased as follows; result from an accident to th® employee $25,000• $ 6.50/Month Cost- Nothing $50,000 - $13,00/Month $75,000 - $19.50/Month $100,000 - $26.00/Month %f'%� v.\:r,�;•„'•',.i>'atr:. �:ti,i ! .'J'.;:n"'i%;3i .j.;:, :9.;: c. a;....a �7wO.,. �?.•H ,�'tu:• n. Y`ti�''�/•��.`•�1'•• .,.,,...v:�•\°:4e.;.1., ':>r" :':i'i.: ;:;ti�:;tia� v.?. ::f; fr,\.+\,;:. \'♦v.\f:.v,\J+. 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': J' ,r,!•�' + ..,y;.w.•'r! :�'S i;4t'.i,'�a'i"'Yt,^3.•rC A, g S�• •4f`.\�'I.ikk�'!7`�•'�',).�y.FY.�,�/'vvN,.•r%MHM':Y:o:v,�:'. ,�,•�v Ty!f .n .:fv � .�»� /k ,�•'it"",��t�•ry,^�l�`n\'..�M�"W'•.{' r�r,�� 'cM�•p.l�:,(;• ,fir �';'•! e•�+�',.°"w''��c3:1: ..'.'''.�.'''w�.i''y:`y�'i�^,l,r��°�• .. .:.i•- _ � r. �Jt'r:7 Financial aid for approved job-related educational courses wffi a:<.: 'q:�:2$:.« r;Y.?if�i,;•h:,::ia' `;t'kR".r::h-� '�N' "•.6r7.'�T�'- •w.�i�'r.: :r"'!�:' 'r•••r.. .{ '�.^f(��.'°+N�t,)17c?»��.:t:h.�,'�>,•,;Y7',,r.,i�f`,+�Y2Gn L"G�w�•'p'tt+,.a^'� k ,^!t ♦ �Y�+{. .. ,,. •, �' ��Y t rr w o e �, 3 . • ^'.vJ�.uyy�, M'•M 4 »w•r\ v. / »:• -.'v. � �,; ,,tt•• �Y7+�rf!�.� {`v�1W,�,'±�lllY:� Confidential counseling for employees and family members for marital, financial, alcohol, drug related end other problems ;t.;.i:`J{•tj'n.:,'..5•e....,,/:./'t,t.,n:iyli..:Y.'I�Z{:...t.w...\,.ty w:/,L•.I.4S.�.A..w...,Y,.'p i�rlc.i.ei�...7 n fi{.5.s:+".f•.{,i:.zy:'(u N>,,�:7!r'r.t,y) •...Y.,.:�.'ti^�.;k(..J.0... ..:.. r . r . -1. t �w , ')'� 'f.• •'r.��(!,>i�'•,• •...:yi .i•.`�..F°:ln.q..7Y.�w:�.wi`!wn"��7;�,'•:r t�-.:'YS.•`�t,,.'.4�,.rk:�..»`t'r•xi^,�i':�!d?G:<'.'l�,S'�j'�t'">''fi:"1:;'w:: 1' Lfi2.tC.,, / • Cash incentives for safety, for applicable positions .................,....•r:..................:.:..e:.va" ......,%.>.' »rwP}•H' �'•::�;......,•,;',e:r,.,.t. �� .:�. 4vw. w;1.µ i:WeF°, '�'�%:`R.'<:.^''.<R�r7li�:;• .k;�;l:;....ro.r..o a....y..,..,�.....:. .Y^�% ..;ra,Sp.!.,t.�...•' '.6r.. ,....•min.... .o,. ."r." w:�oo• "Y.:' ,y..r .,:� a'°:`r.Y ..e... .t ..53•l..,iw:,P�`r'SC:,»Rnr.u4;:'r ,�":j:: ...h» '•er.,r'�:8n" ':.�`.Cf.t:. `�'1t''..'•.'�•'.�'':':' ti•! fn7••�X'!f';`•.�.'r.g ::�l::ix. rr.•.,;..;;'::;.•rr... ;••.tc'rc;t t:a•:-:a\•>a .:':,::"•.�at.t r:' ;! v. �f ^' .,�,.+.y ce:i�' R :r.. •'.`• ,c,:n:v +l;r{k:!±,:'t;,•t,.'.;:.L`:�.e..:•' or(.srry;•,•�,',' >%' .;r,. :F' 'r?i.�.' ..(:. ''t''34j„•;, "� ;(,.� rnY: ... ,., q�JJ:'k`� �k„< � .;,,��.'.�. � � -,,.'.�,3:1.';� `�. � n:%`i+"r,{;f. �: si•:3".� ;,t6\.;.;xtv.�'v;^•.. �<.ol""c~.:R,ta;:'�u:.••4 sL`� ,f,:� ,..,y,:,n A piece to save, a place to borrow Payroll deduction makes it easy to save Loans and shares insured �':Ft �;K•:'.'�c.'�`<t':�tY"••'��..'•��s�°�''• 'i:i`' w.+ "x •.`:' s�' N'• at t:i''K`�k�`' ^`y'. ;i ,w .a� ' .N.,Iw.6c^,, .¢g�!'. ' ;•r•..,.p :.;tF,r- i'�'.�'•`•':,.uai^ ' Lump sum payment at retirement Amount at retirement depends on income and number of years of service Fully vested in seven (7) years - begin Waiting period to participate - 1 year vesting in three (3) years at 20% Death and disability benefits included Cost- Nothing to the employee .e•. v¢w ��.ey pT''.'::Jity::1{2' in:f✓':::;;�f[i,�2Ci1i3 ,:fo:yvzw�::,i?f��:;•:+r t... ,wgyaZ.w::<:« ^..%.�,..•>.••c:^ a'I17:' .'F ,,...: ..�.M... ..:$wi'''4'3:ayi>�.. ^;;�w'.;;;r;- ,,�..:gj�',:$+n. .w,. :':�\5:�::'�:1;' �': . Y..r1ri,.»Y,'i•,.y:7,i,.v,wYw�W. ,.!tI,Y,�Na......, 'r'•T?•:?� ?fN>! t rr.:+„7:•,.... 7 .�(+.. wr;.n .'wv. ,,,,.:. �...'�iS:,;,.s..r^..,.: 4 w'ji •r .,:'",�,, n,N ti` .-w;;7 �::t'�,`>1'r`,:Y <3' j,veya. !. .:�!:•:z:w•.r•u:c,,,a;> ''tz�4wt:,.:air .Y .cans+.::' ..� iv;:w"'y>.,r.y; tya~...w:i�ay�Fi�' .t::,..'. .•+vr�•TV... e�y`•; .��c..+.sy..,an.,.: /,,.ry;•:.:_K:��Nu'1.:��:'•°w'�j%•'?Li::a'%;tl�\�;7�* !: .::�'tc:' ,�..::.. ,�I!Sl"..y p:.,r...r;.... :,�:::•' .'!tY .;:tea.",.'. .:;...1.r?�»i:.�...;c•,:.v..�:v�«;s.y,:.w..o-rcMrb a '.;1:'�',e.''n. :; :. '�Y.�""�....•w:� :�",L"c".".o'o`':. `.,s�.'w...,Y>~:C,L�.:•:it:M:•.v ..a•,`::.+ ,.. :A••,.:Yr:17...w`-: rVew]:�':L, •{`.:.w `•...N�': •.v:t+�:v w:+. •:.ww� t�.^ ^•x•�:•.. Pays monthly income for fife at age Death and disability benefits included 65 or older. May retire at age 50, with ten years of service, at a reduced Waiting period to participate - 1 year monthly Income. Fully vested in five (5) years Cost - Nothing to the employee F-f rective 1/1/88 This benefit summery provides a brier outline of the Ben E. Keith Benern Program. it is not a contract. Please refer to your Employee Handbook or other specific brochures which explain these benefits in greater detail. 15. Ben E. Keith Company is consolidating its Dallas and Fort Worth distribution warehouses into one larger more efficient facility. We have outgrown the two present warehouses and we need a more modern and efficient structure with an automated warehouse management system and higher density racking. The new facility will service a large geographical area from Shreveport, Louisiana south to Houston, from Houston west to Big Bend Country, from Big Bend north to Abilene, from Abilene east to North and East Texas, including Fort Worth and Dallas. The decision has been made to build either in Dallas or Fort Worth. Even though we cover a vast territory, our sales volume comes primarily from the metroplex. Although the mid-cities were considered,they have several drawbacks and we have all but eliminated them at this time. As between Dallas and Fort Worth,there are many important factors, but the most critical is cost. Foodservice distribution is a low margin business. Our Profit Before Tax in 1997 was only 2.6% of sales and in 1996 it was just 1.9%. Whichever City we can operate in most economically will be where we locate. A tax abatement could very easily make the difference. We respectfully ask the City Council to consider a tax abatement for the following reasons: 1. We currently employ 270 people in Fort Worth. These jobs and the economic value they bring to Fort Worth will be lost if we move to Dallas. 2. The new facility will employ 425 people. Rather than losing 270 jobs, Fort Worth has the opportunity of gaining an additional 155 jobs and the economic value that would bring. 3. We already have enough land at our Dallas facility on which to build the consolidated warehouse. We also own vacant land in Fort Worth at Carter Industrial Park. One alternative would be to sell the Carter Property and use this money to help finance the construction in Dallas. The Carter Property is worth $ 3,000,000. 4. To expand our present Dallas facility to 412,600 sq. ft. would cost an estimated $ 20 million or$ 8 million less than building at a new site in Fort Worth. 5. The City of Fort Worth will retain the property tax revenue it already gets from our current warehouse at 600 E. 9P Street, which was $ 100,342 in 1997. 6. Additional personal property taxes will be generated at the new facility due to increased inventory levels. In 1997 we paid $ 309,372 on personal property of$ 10.5 million. We expect inventories to increase over$ 2.0 million. 7. During construction there will be an average of 100 new construction jobs created over a 14 month period. The estimated payroll for these jobs is $ 7.6 million. 8. All total we will be investing over$37 million mostly in the Fort Worth economy. We will instruct our engineering firm to use minority and women owned businesses wherever possible. 9. Ben E. Keith is a federal contractor and follows an affirmative action program to maintain diversity in the workforce. 10. Ben E. Keith company has been a leading supporter of Fort Worth over the years. We have sponsored many events and contributed to many other City supported endeavors such as our gift of$ 250,000 to the Bass Performance Hall. Ben E. Keith Company has its roots in Fort Worth dating back to 1906. We believe we have been a good corporate citizen and we are not asking for special treatment. We simply request the same consideration given other companies. In order for us to remain here we need financial help from the City in the form of a tax abatement as shown below. Ben E. Keith is requesting a graduated ten-year tax abatement on real property that could reach 75%. The abatement is structured as follows: Base abatement of 30%for base commitments: FW resident employees 108 (if not reached reduce by 5%) IC resident employees 54 (if not reached reduce by 10%) FW supply & service contracts 50% (if not reached reduce by 5%) M/WBE supply and service contracts 10% (if not reached reduce by 10%) Additional tax abatement increment can be achieved on any given year through the increased employment of Fort Worth and Inner City residents. The ability to increase the abatement above the 30%base will be as follows: • For each additional FW resident above the 108 base commitment of FW employees, the company will obtain one additional percentage point of tax abatement with a cap of 25 additional percentage points for Fort Worth resident hiring. - 1 FW resident over 108 = 1%increase in abatement over base (25% cap) • For each additional IC resident above the 54 base commitment of IC employees, the company will obtain one additional percentage point of tax abatement. - 1 FW resident over 54 = 1% increase in abatement over base We respectfully ask the City of Fort Worth for this tax abatement so we can continue the longtime partnership we have all enjoyed in the past. Thank you very much. Ben E. Keith Company: Tax Abatement Application Summary Background/Project Description Ben E. Keith Company is a food service and beer distributor that has been in Fort Worth since 1906. The company is in the process of consolidating its Dallas and Fort Worth distribution warehouses into one larger more efficient facility. The current location of the Fort Worth distribution center is in downtown on East 9"' Street. Ben E. Keith Company intends to build a 412,000-sq. ft. facility with an estimated cost of construction of$28 million. Total investment at the chosen Fort Worth location at Carter Industrial Park would exceed $40 million. The new project would keep the current 270 full time employees in Fort Worth and would add 155 full time employees. Currently, Ben E. Keith pays over $120,000 in taxes to the City of Fort Worth annually. The estimated taxes at the new facility, including real and personal property and inventory, at the current tax rate would exceed $400,000 annually. The tax abatement request for this project is a ten-year tax abatement on real property that would be based on performance in commitment areas with a cap of 75%. Details of the project are as follows: Investment: ® Real Property: $28,000,000 ® Personal Property & Inventory: $16,000,000 Fort Worth Based Contractors/Subcontractors: Construction ($28,000,000): 75% - $21,000,000 Supply & Services ($450,000): 50% - $225,000 MBE/WBE Commitments: Construction ($28,000,000): 10% - $ 2,800,000 Supply & Services ($450,000): 10% - $45,000 Employment: Commitment Net New Jobs: Total 425 Transfers 270 Total new f55 Ft. Worth 108 Inner City 54 Requested gested Abatement: Ben E. Keith is requesting a graduated ten-year tax abatement on real property that could reach 75%. The abatement is structured as follows: Base abatement of 30% for base commitments: FW resident employees 108 (if not reached reduce by 5%) IC resident employees 54 (if not reached reduce by 10%) FW supply & service contracts 50% (if not reached reduce by 5%) M/WBE supply and service contracts 10% (if not reached reduce by 10%) Additional tax abatement increment can be achieved on any given year through the increased employment of Fort Worth and Inner City residents. The ability to increase the abatement above the 30% base will be as follows: • For each additional FW resident above the 108 base commitment of FW employees, the company will obtain one additional percentage point of tax abatement with a cap of 25 additional percentage points for Fort Worth resident hiring. - 1 FW resident over 108 = 1% increase in abatement over base (25% cap) • For each additional IC resident above the 54 base commitment of IC employees, the company will obtain one additional percentage point of tax abatement. I FW resident over 54= 1% increase in abatement over base The total tax abatement has a cap of 75%per annum. Abatement Details Over Life of Abatement at highest level (10 yrs. @ 75%): ANNUAL Taxes Abatement/ Freeport Net Real Prop. Value: $275,000 ($153,870) $121,130 Pers. Prop & Inv.: $147,200 $ 0 $147,200 Total $422,200 ($153,870) $268,330 EX1IIBIT"All LEGAL PROPERTY DESCRIPTION Being a tract of land situated in the John D. Hudson Survey, Abstract No. 741 and the William Hudson Survey, Abstract No. 738 in the City of Fort Worth, Tarrant County, Texas and being a portion of Block 4, Carter Industrial Park, per plat as recorded in Volume 388-31, Page 52 of the Deed Records of Tarrant County, Texas and being a portion of the third tract as deeded �to Carter Foundation Production Company (aka Mereken Land &Production Company) per documents recorded in Volume 3587, Page 319 and Volume 3595, Page 24 of said Deed Records of Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows: BEGINNING at a found 1/z inch iron rod on the West R.O.W. line of Will Rogers Boulevard (a 110 foot wide R.O.W. per said plat) being or intended to be the Southeast comer of a tract deeded to Ivy Corporation per document recorded in Volume 7665, Page 584 of said deed Records, from said found V2 inch iron rod a found 5/8 inch capped-iron rod (Carter & Burgess) being or intended to be the Northeast comer of said Ivy tract bears North 00 degrees 15 minutes 30 seconds West, a distance of 592.93 feet; THENCE South 00 degrees•15 minutes 30 seconds East (Reference Bearing), along said West R.O.W. line of Will Rogers Boulevard, a distance of 2022.52 feet to a set 5/8 inch capped iron rod (BBB INC) being the Northeast comer of a tract deeded to Missouri Pacific Railroad Company per document recorded in Volume 9941, Page 1080 of said Deed Records, from said set 5/8 inch capped iron rod (BHB INC) a found 5/8 inch capped iron road (Carter & Burgess) bears South 00 degrees 15 minutes 30 seconds East, a distance of 50.00 feet of which is being or intended to be the Northeast comer of a tract deeded to Mereken Land &Production Company per document recorded in Volume 12575, Page 2311 of said Deed Records; THENCE South 89 degrees 45 minutes 00 seconds West, leaving said West R.O.W. line of Will Rogers Boulevard and along the North line of said Missouri Pacific Railroad Company tract, a distance of 624.22 feet to a set 5/8 inch capped iron rod (BBB INC), said set 5/8 inch capped iron road (BHB INC) also being the beginning of a curve to the right whose chord bears North 48 degrees 04 minutes 00 seconds West, a distance of 736.90 feet and having a radius of 548.69 feet; THENCE Northwesterly, along said curve to the right along the Northerly line of said Missouri Pacific Railroad Company tract,through a central angle of 84 degrees 22 minutes 01 seconds, an arc length of 807.94 feet to a set 5/8 inch capped iron rod (BBB INC) for the end of said curve; THENCE North 05 degrees 52 minutes 59 seconds West, along the Easterly line of said Missouri Pacific Railroad Company tract, a distance of 249.38 feet to a set 5/8 inch capped iron rod (BBB INC) on the West line of said Block 4; THENCE North 00 degrees 09 minutes 30 seconds West, along said West line of Block 4, a distance of 1279.51 feet to a found 5/8 inch iron rod being or intended to be the Southwest comer of a tract deeded to Miller Brewing Company per document recorded in Volume 6822,Page 1602 of said Deed Records; THENCE North 89 degrees 45 minutes 00 seconds East, along the South line of said Miller Brewing Company tract, passing a found Y2 inch iron rod at 428.70 feet and continuing along the South line of said Ivy tract for a total distance of 1192.40 feet to the POINT OF BEGINNING and containing 2,336,380 square feet or 53.64 Gross acres of land of which 90,846 square feet or 2.09 acres lies within a drainage area located along the southerly portion of said described tract between the 30 foot building setback line and the top of bank as located in the field in the month of May, 1997 and the area of the Chevron Pipeline Company Right of Way Easement lying Easterly of a 30 foot building setback line being 8,573 square feet or 0.20 acre, leaving a net area of 2,236,961 square feet or 51.35 acres of land, more or less. City of Fort orth, Texas 4basor and council con1munlentlao" DATE REFERENCE NUMBER LOG NAME PAGE 7/7/98 �®� ��6 02KEITH 1 of 3 SUBJECT MAKE FINDING&CONCERNING A PROPOSED'TAX ABATEMENT AGREEMENT WITH THE BEN E. KEITH COMPANY AND AUTHORIZE EXECUTION OF THE AGREEMENT RECOMMENDATION: It is recommended that the City Council: 1. Find that the improvements contained within the*attached agreement are feasible and practical and would be a benefit to the land and to the City after the expiration of the tax abatement agreement; and 2. Find that written notice of the City's intent to enter into the attached Tax Abatement Agreement and copies of the agreement were delivered to all affected taxing units in accordance with state law;;and 3. Find that the terms and conditions of the Agreement and the property subject to the Agreement meet the criteria of the City's Policy Statement: Tax Abatement for Qualifying Development Projects (the "Tax Abatement Policy") as approved by M&C G-12143 (Resolution No. 2379); and 4. Authorize the City Manager to enter into the attached Tax Abatement Agreement with the Ben E. Keith Company in accordance with the Tax Abatement Policy. DISCUSSION: The property subject to abatement is located in the Carter Industrial Park in south Fort Worth. The City Council has designated this property as Tax Abatement Reinvestment Zone Number 30. This reinvestment zone is located in Council District 8. Project. Ben E. Keith Company is a food service and beer distributor that has been in Fort Worth since 1906. The company is in the process of consolidating its Dallas and Fort Worth food distribution warehouses into one larger more efficient facility. The current location of the Fort Worth distribution center is in downtown on East 9th Street. At the Carter Park location, Ben E. Keith Company intends to build a 412,000-square foot facility with a $28 million estimated cost of construction. Total investment will exceed $40 million. Employment. The new distribution center will employ 425 people at the facility. The Ben E. Keith Company has committed to maintain a minimum of 108 Fort Worth residents as employees for a 30% base tax abatement amount. A further commitment to maintain 54 inner city residents as employees has been made to obtain the 30% base tax abatement amount. City of Foil Woilh, Texas 4Vagor and Councit Communication DATE 7/7/98 REFERENCE NUMBER C-1 6886 1 11 NAME 02KEITH PAGE 2 of 3 SUBJECT MAKE FINDINGS CONCERNING A PROPOSED TAX ABATEMENT AGREEMENT WITH THE BEN E. KEITH COMPANY AND AUTHORIZE EXECUTION OF THE AGREEMENT Utilization of Fort Worth Businesses: The company has committed 75% of the total of $28 million in construction to Fort Worth construction contractors and/or subcontractors. Additionally, of the $450,000 projected to be spent on supplies and services annually, a commitment to spend 50% with Fort Worth based service and supply contractors and/or sub-contractors has been made. Utilization of it YWBE Businesses: Ben E. Keith Company has committed 10% of the total of $28 million in construction to Minority and Women Business Enterprises (M/WBE) construction contractors and/or subcontractors. Additionally, of the $450,000 projected to be spent on supplies and services annually, a commitment to spend 10% with M/WBE service and supply contractors and/or sub-contractors has been made. Abatement Terms: The abatement level in the agreement is based on the company meeting base commitments for a bass, level of abatement with the ability to grow the abatement by performing at higher levels in 4.1he employment commitments. The abatement will apply only to the increased value of the real propefty. The annual abatement level will be based on the following schedule for the agreed 10-year term. Base abatement of 30% for base commitments of: Fort Worth resident employees 108 (if not reached reduce base by Inner city resident employees 54 (if not reached reduce base by Fort Worth suppliers and service contracts 50% (if not reached reduce base by M/WBE suppliers and service contracts 10% (if not reached reduce base by 0%" Additional tax abatement increment can be achieved on any given year through increased er-'r,P'Vpme-nt of Fort Worth and inner city residents. For each additional Fort Worth resident above the 108 commitment of Fort Worth employees, the company will obtain one additional percentage 'p, mvk of tax abatement with a cap of 25 additional percentage points for Fort Worth resident hiring, For sach additional inner city resident above the 54 base commitment of inner city employees, the ��,Tqreny Will obtain one additional percentage point of tax abatement. The total tax abatement has a cap of 75% per annum. If the maximum abatement (75%) is reached, the abated taxes are projected to be At the 75% tax abatement level, the projected taxes paid to the City will be $268,331-i", anr,,'_;PA'y. Currently, taxes paid to the City by the food distribution division of the Ben E. Keif2.-,-, $127,714 annually. City of Fort Worth, Texas qV61yor and council COMM uni enti 01M DATE 7/7/98 REFERENCE NUMBER C-1 6886 1 LOG NAME 02KEITH I PAGE 3 of 3 SUBJECT MAKE FINDINGS CONCERNING A PROPOSED TAX ABATEMENT AGREEMENT WITH THE BEN E. KEITH COMPANY AND AUTHORIZE EXECUTION OF THE AGREEMENT FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that approval of this agreement will have no material effect on City funds. MG:rn Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) APPROVED Mike Groomer 6140 CITY COUNCIL Originating Department Head: JUL 7 Tom Higgins 6192 (from) v (1-7 Additional Information Contact: City SscrsL-ary Of th6 City of—foot Vlorlh,'rexas Jay Chapa 8003