HomeMy WebLinkAboutContract 27258' - i' - j ' ,�;
CITY SEC��%4F�Y r r / � �
'GON�RACT N� . �J•
STATE OF TEXAS �
COUNTY OF TARRANT §
AMENDMENT NO. 1 TO CYTY SECRETARY CONTRACT NO. 22369
TAX ABATEMENT AGREEMENT WITH
TECH DATA CORPORATION AND WELLS FARGO BANK NORTHWEST, N.A.
This AMENDMENT NO. 1 TO CITY �ECRETARY CONTRACT NO.
�2369 ("Amendment") is entered into by and between the CITY OF FORT WORTH,
TEXAS (the "City"), a home rule municipality organized under the laws of the State of
Texas az�.d acting by and through Mike Groomer, its du�y authorized Assistant City
Manager; WELLS FARGU BANK N�RTHWEST, N.A. ("Owner"), a natioz�al
banking association (formerly known as First Security Bani�, N.A.), in its capacity as
�wner Trustea of the TD 1996 Real Estate Trust, aciing by and tl�rough Va1 Orton, its
duly authorized officer; and TECH DATA CORPORATION {"Lessee"}, a Florida
corporrat�on in good standing with and authorized ta do business in the State of Texas,
acting by and through Benjamin B. Gadwin, its duly authoriz�d Vice PresidEnt.
The City, Owner and Lessee hereby agree that the following siatements are true
and correct and constitute the basis upon which the City, Owner and Lessee have entered
into �t�.i.s Amendment:
A. On February 13, 149b, the City Council of the City ("City Council")
adopted Resolutio� Na. 2142, stati�g that the City elected to be eligible ta participate in
tax aba�ement and including guidelines and criteria goverriing tax abatcment agr�ements
entered into between the City and various third parties, entitle�l "Policy Statement: Ta�
Abatement for Qualify�ing Developrnent Projects" (the "Policy Statement").
B. Qn August 27, 1996 Yhe City Council adopted Drdinance No. 12708
establishing T� Abatement Reinvestment Zone No. 2A�, City of Fart �orth, Texas (the
"Zone"). On October 29, 1996 the City Council anthorized execution a� a Tax
Abatement Agreement between the City, Owner and Lessae (the `�Agreement"}. The
Agreement is a public document on file in the City Secretary's Office as City Secretary
Contract No. 22369. The Agreement was executed by all parties as of January 2, 199'�.
Owner's original Tax Abatement Application (`�Application") is attached to and a part of
the Agre�ment.
C. The Agreement set forth terrns and conditions upon which a tax abatement
wonld be granted to bQth Owner and Lessee. Owner owns real properry within tlie Zoz�e
on which the tax abatement was granted (the "Premises") and Lessee owns the
improvements an the Premises on which the tax abatement was granted. Owner and
Am�ndment No.l to CSC Na. 22369
Page 1 of 7
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Lessee are collectiveIy referred to in the Agreement, and sha11 be collectively referred to
in this Amendment, as "Owner" unless the context cl�arly indicates otherwise.
D. Und�r Artic�e I, Paragraphs D and E of the Agreement, Owner, among
oth�r things, made the following commiiments: (i) to construct a 250,000 square foot
facility an the Premises; (ii) to add at least 56 ne�u jabs an the Premises, of which fifty
percent {SD%) would be filled by City residents and twenty fi�e percent (25%) would be
filled by "�nner City" residents, as defined tn the Policy Sta.tement, on or before
December 31., 1996; and {iii} to sp�nd at 1�ast $250,000 per year on non-sole source
supplies and services ("Supply and �ervrce Expenditu�res") with business in the City,
half of which would be MBE/WBEs, as defined in the Pnlicy Statement. In return,
pursuant to Article III, Paragraph C.a, the City would grant Owner a twenty�five percen�
(25%) Abatemer�t. Les�ee cornpIied with thase cornmiiments and Owner accordingly
was granted a twenty�fve percent (25%) Abatement. In addition, Owner has inaintained
those employment and Supply and Service Expenditwre comrnitrnents throughout the
Term.
E. Under Article I, Paragraph E and Article IlI, Paragraph C.b of �he
Agreement, Owner was eligible far an additional twenty�five percent (25%) Abatement
(�or a maximum fifty percent (50%} Abatement) i� Owner met the foilowing
commitrr�ents: (i) to construct a 250,000 square foot expan.szon ta its e�isting facility an
the Premises, and (ii) to add 456 new jobs on the Premises (less the 56 new jobs
previously created), of which fifly percent (50%) would be filled by City residents and
iwenty�fve pexcent (25%) would be fill�d by Inner City residents.
F. Owner previously completed the 250,000 square foot expansian to its
existing facility on the Premises. How�ver, because of current market conditions, Owner
acknowlec�ges that it will �ot be able to meet its �ncreased employment commitments for
any year remaining in the Term.
G. Owner has requested that the City amend the Agreement to increase
Owner's amployment a�d Supply and �ervice Expenditure commitments to Fort Wort�
and Inner City residents in return for the possibility of awner's receiving a maximum
fifty percent (50%) Abatement. The City is witling to amend the Agr�ement on�y as
provided in this Amendment.
H, The terms and con�it�ons of tbis Amendment satisfy the eligibility c�riteria
of the Palicy Statement.
�. Written notice that the City intends to enter into this Amendment, a,Iong
with a copy of this Amendment, has been furnished in the manner prescribed by �
312.2041 of the Texas Tax Code {the "Code").
J. This Amendrnent is authorized under § 312.208 of the Texas Tax Code
because (i} the prnvisions of this Amendment could have been included in the original
Amendment No. l ko C$C No. 223b9
Page 2 of 7
Agreement and {ii) this Amendment has been entered into followin� the same procedure
in which the Agireement was approved and executed.
1�OW, TflEREFORE, the City, Lessee and Owner, far and in consideration of
the terms and conditions set forth herein, do hereby con�ract, covenant and agree as
�ollows:
1. Artncle I, Paragraph E of the Agreement is hereby deleted in its �ntirety.
2. Article III, Paragraph C is hereby c�eleted in its entirety and replaced with the
fo�lowing, effective January 1, 2001:
C. The actual amount of the Abat�ment granted under ihis Ag�r�ement
sha11 be hased on the increase in value of the Premises, the Required
Improvements, and the business personal property located fhereon,
excluding inventory and supplies, over their values on January I, 1996
(simce 1996 was the year in which this Agreement was entered into), and
certain emploqment and cont�acting guidelines set forth herein. Subject to
Article III, Paragraph H, the Abatement may range up to a ma�cimum af
fifly percent (50%) of the increased ualue annually and sha11 be calculated
as follows:
(1) Owner shall rec�ive a twenty-five p�rcent {2S%)
Abatament if (i) at least 56 nei (as defined in the Application},
Full�time Jobs are provided on the Premises; and (ii) at least fi�ty
percent (SO%} of net, Full-tirne Jobs on the Premises, whether 56
in number or more, are held by individuals residing within the
corporate limits of the Cit�, and {iii} at least twentyWfve percent
{25%) of net, FuII-time Jobs on the Premises, whether 56 in
number ar more, ar� held by individuals residing within the 7nner
City; and {iv) Owner spends at leasi $2SO,OOU in Supply and
Service Expendit�ares each year with Fnrt Woxth Compan�es, as
defined in Exhibit "A" of this Agreement; and {v) Owner spends at
least $125,000 in Supply and Service Expenditures each year with
MBE/WBEs, as defined in Exhibit "A" of this Agreement. For
pnrposes of �ius Agreement, "Full time Jobs" shall mean jobs
filled by one (1) individual for a period of not less than forty (40)
hours per week.
(2} �wner shall receive an additianal twenty-five percent
(25%} Abatement if (i) at least 225 net, Full�time Jobs are provided
on the Premises; and (ii) at least fifty�five percenfi (55%} of net,
FuII-time Jobs on the Premises, whether 225 in number ar more,
axe held by individuals residi�ng within the corpora.te limits of the
City; and (iii) at least thirty percent (30%) af net, Full�time Jobs on
the Premises, whefher 225 in number or more, �re held by
Amendment No.l to CSC No. 22369
Page 3 0£ 7
individuals residing wifihin the Inner City; and {iv} Owner spends
at least $550,000 in Supply and Service Expenditures each year
wifih Fort Worth Companies, as defined in Exhibit "A" of this
Agreement; and (v) Owner spends ai least $3QO,OOQ in Supply and
Service Expenditures �ach year with MBEIWBEs, as d'efined in
Exhibit "A" of this Agreement.
3. A Paragraph G is hereby added ta Article III, as follows:
Except as provided herein, th� failure ta meet any of the numerical
commitments for the empIoyment and Supply and Service Expenditure
commiftn�nts of this Paragraph C shall result only in the reduction of the
percentage of Abatement availahle to Owner for a given year and shall not
constitute an Event of Default, as defined in Article V, Paragraph A af this
Agreement. An Event of Default shal� oW�ur if, at any time during the
Term, fewer than 56 net, Fu1I-time Jobs are provided on the Premises.
4. A Paragraph H is hereby added #o Article III, as follows:
Notwithstanding anything ihat may b� interprete,d ta �he contrary in
this Agreement, Owner's Abatement in any given year shall be based or� ihe
incr�ase in value Qf the Premises, including the Required Improvements, up
to a maximum of $30,000,000. In otlter words, by way of example only, if
the increase in value of the Premises, including the Required Improvements,
in a given year is $35,000,000, Owner's Abatem�nt for that tax year would
b� capp�d and calculated as if the increase in value vf the Prem�ses for that
year had anly been $30,040,000. Stated another way, Owner's Abatement
shall never exceed $7,500,000 in any year that Owner is eniitled to a
twenty-five percent (25%) Abatement or $15,OOQ,000 in any year that
Owner is eniitled to a fifty percent (5D%) Abatement.
�. Capitalized ferms used but nai identified in this Amendment sha11 have the same
meanings assigned #o them in the Agreement.
6. Except as oiherwise specifically amended in this Amendmen�, the Agreement shall
remain in full force and effect.
7. This Amendment contains the final written expression of the City, Owner and
Lessee with respect to the subject matter hereof. This Amendmenf does not grant Owner
or Lessee any retroactive rights (i,e. rights prior to the 2001 tax year}. This Amen�xnent
may be �x�cuted in multiple caunt�rparts, each of which shall b� consid�red an original,
but aIl of which sha11 constitute one instrument.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
Amendment No. 1 to CSC No. 22369
Pagc 4 of 7
EXECUTED th15 ��.day of .� tr. N r:7 r�•>� � 20Q1:
CITY OF FOR O��'H, TEXAS: ATTEST:
�- ,v� ,
By;_ ( By; �
� /_/�,a�ll�-P�
Mike Groomer � �Glori earson
Assistant Ciiy Manager City ecretary
APPROVED AS TO FORM AND LEGALITY:
By: ��=�. z � ���f
Peter Vaky ' /
Assistant City Attorney
STATE OF TE7rCAS
COUNTY OF T�.RRANT
c -i�8s�
//- �7- �7l
�
§
BEF4RE ME, the undersigned authority, on this day personally appeared Mike
Groomer, Assistant City Manager of the City of Fort Worth, known to me ta be the person
whose name is subscribed to the faregoing instrum�nt, and acknowledged ta me that the
same was �t�e act af the City of Fo� Wo�rt�, Texas, a rnunicipal coxpoxa�ian, that he was
duly authorized to perform the same by appropriate authorization of the City Couneil of the
City af Fort Worth and that he executed the same as the act of the City of Fort Worthfor tY�e
purpases and consideration therein expressed and in the capacity therein stated.
GIVEN LJNDER MY IIAND ANill SEAr, OF OFFICE this ����1 day of
�i� , �
���� ��
� ��������
e�4�nl�010� �1��1R�4:
�TB�1@
Nofary Public in and for the Sta.te of Texas
�.ANn�n fj(�vL�cJ
Notary's Printed Name
Amendment No.l to CSC Na. 22369
Page S of7
. t���L���� �����
���� ��'�����
� � �,r�b� �:
EXECUTED this day of
WELL� FARGO BANK
NORTHWEST, N.A.
in its capacity as Owner Trustee
o�the TD 1496 Rea1 Estate Trust,:
By:
� � -�-
Va1 Orton
Tdl"d8. �LUid �it�.r��V`Gi,l�Ill
STATE OF UTAH §
COUNTY OF SALT LAKE �
, 2001:
ATTEST:
By:
��k,� �r1- �_
Nrxme: �ick Webst�r
Tatle: a�5t5tant Trust OffiCer
BEFORE ME, �e u�dexsigned authority, on this day persnnally appeared Val
Orton, kn�wn to me to be fhe persan whose name is subscribed to the foregoing
instrurnent, and ac�Cnowledged �o me that tl�e same was the aci of Wells Far�o BanI�
Northwest, a national banking association, in its capacity as Owner Txustee af the TD
1996 Real Estate Tr�►st, that he was duly authorized to perForrn the same as an officer of
Wel�s Fargo Bank Northwest, N.A. in its capacity a.s Owner Trustee of the TD 1996
Real Estate Trust, and that ne executed the same as the act of Wella Far�o Bank
Nor�hwest, N.A. in its capacity as Qwner Trustee o� the TD 1996 Real Estafe Tzust, far
the purrposes and considerat'ran therein expressed and in the capacity therein stated.
GTVEN UNDER MY HAND AND SEAL OF OFFICE this day of
_ .�oo�.
-_ ;
�.. . � _ " �., -, �,
� r. � � _
r• .
Notary Publi�i i and for the tate o�tah
' p�yOr i+.e� � _� _ _�LN'S4� f Itl ��y _
��
Notary's Printed Name 1�� � � �L� � �� ���.
"6� GDMMISSfO1V I�?Crt�S
� ... NC� �. �
ST'A'�� � l_1'P�i�#
Amendment No1 to CSC No. 22369
Page 6 af 7
� �� ,
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,a�����
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EXECUTED this day of ,_ � � .- � , 2001:
TECFI DATA CORPORATION,
a Florida corparation:
$Y� i t -
Benjamin B. Godwin
Vice President
ATTEST:
,
By:� -` � � �
` Name:'KP.v�nr ►9lSNo�
Title: �j��� CoxPo���r�' {�octr�t�6�vr
�Rv���S, LL� 2c,� �i�U�,
STATE OF FLORIDA §
COUNTY OF PINELLAS §
BEFORE ME, the undersigned authority, on this day personally appeaxed
Benjamin B. Godwin, lrnown to me ta be the pers�n whose name is subscribed to the
foregoing instrument, and aeknowledged to me that the same was the act of Tech Data
Corporatian, a Florida, that he was duly authorized to perform the same as a Vice
President of Tech Data Corporatian and that he exec�ted the same as the act of Tech
Data Corpa�ation for the purpases and consideration therein expressed and in the capacity
therein stated.
GNEN iJNDER MY HAND AND S�AL OF OFFICE this .�� �day of
�i I , 2001.
.
� ����
Notary Public in an for th te o� FXorida
Notary's Printed Name
j•.� , _�.is-, �. ��- .�,. . , .,L
�,�N.T Ab� TERESA KENNEDY
u�, � MY COMMISSIOtV # (� 7337,87
��0� 4i0� EXPIRES: OS/LN2UO2
I-BUR.3-IVdTARY Fia. Natary Services & Bonding�
�'rs,�-.. .. .�-,� . � .� .� � � � .
Amendment No.l to CSC No, 22369
Page 7 of 7
��ty r��`` F"���� ��l�nr���r, ��,#.�u�s
���a� ��� ��r��� �rn���rni����i�r�
� �
DA�E�� RFF�Ft�h�C� r�i,a,�F�EI� ���i� r��t�E PA�E
� 1 ��7}�� ��� $$�� o�i��H � �f �
su�.��c�r A[V9�l��}MENT T� �IT'Y ���R�TAR�' ��fVTF��1Ci P��, 2�38�, �1 TAX ABA�TEfV���lT
, -
A�R�EN1�fVT 1�l17`H TE�H �AT�1 �Of�P�R�1iE��
RE��h�IN�E�li��1TG��};
It i� r�comm�nd�d �hak kf7e �il� �o�n�il �utF��rize 1�1� �iE� �'V�ana�er t� a�c����a an amer�dm��# to �iiy
����ek�r�+ �on�racE fVo. ��3��, a Tax Ai�at���-rent Agree�r�er�# with T�c� Da�a ��r�ora#4an (Te�� Dat�).
DIS�IJ��l�i+l:
�n ��lober ��, 1 �9�, th� �fty �our��ii su��ori�o� ih� �x���kRon af a �ax !•1k�at�rr�ent Agr��ment
1�e�w��n th� �it�, �'�ch [�a�a {Eh� les�ee}, �nd UVela� Far�� Bank �iork�w�st {Ehe ow��r) far ##�� creaE3on
�f � cvr��ptaiar pr�d�r�l dlsiributior� an� r�#�rn� ��flter In t#�e AIli�n�e area of nort� Fort Wvr�f�. l�nd�r
�he term� of �he �rlginal agreerr��nt. Te�h b�ta in�r��led over $�p.000,00� �n �J�� �ri��nal ����I�t�r and
made a$7,�O�,Q00 e�cp�ns�on fn '€���, �k w�s �si����ted Yhat by th� er�d ot lhe ��rst yaar of ab�t�m�rr�
�� n�w j�bs uvoul� b� �r�al�d, by the �n�4 �f t�e fEfth ��ar 456 new j��� wo�l� t�e cr�at�d, ar�d b� !h�
er�d of lh� ter�tE� �rear '� .��� rrew Ja�s woulc! be �reated,
Durir�� �he p�st two yaars, Teck� l�ata has exc�edeci �!I of �t� �orr�mi�m��ts. Mowe�ef, u+ith a s��nific�r�t
��an�� �n l�� ��or�omy reEatrv� kc� tl�e �omp�t�r a�d t�ch�i�ola�� Rndustr�+, '1`��h D2�1� r�pr���n#�lf��S
f�el Ehat �he �If#F� and t�nth ��arj�� �om�r�ilments u+lll be �,ria#�akr�al�l�.
�n Au�u�� ��, �00'f, ai tFr� �it�+ �ouncil'� Eco��mi� Dev�]opm�nt ��rr�r-�rtt�e rr���iin�, Tech Da�a
repre�er�talives r�qu�sted ihat th� �il� �r���� lh� T�x Ab�te�e�� A�f�etr�ent ta af��w f�r a chan�e t�
the Fi#t� ar�d tenth ���r �mplo���nt pf�jec#i�n�. Tr�e re►�is�� crr��l�}�m�r�t praje�tion for tho fl�t�a an�
t�nth �ear will be ��� e�npt��r�e�. 'I"�a ��o�orx�ic Davefo�rr�ent �amir��ttee �e�al�mended th�l ll�e
arr�e�dm�r�t be forwarr�ot� wilh their �upport t� the �ity �aun�il,
Lll�e tY�e �r�r�it�aG slr��t�re, lhe rerrls�d �trucl�r� pro�rades f�r � ma�cim�m a�at��r�er�l of �p Eo 5Q"lo, 7h�
primar� d�ff���n�� �n #h� r�vis�cf structure is ti�e r�umber �f jobs that m�r�i �� c�ea��� In �rr1�� tv rec�ive
th� ��°la rnaxim�rr� aba��m�r�t, The revis�d s�ru�kure �� �s F��J�w� for �he �Iv� yaars rema�nirtg:
�a rec�f�� ��°f� abatem�nt:
*�feate .�ifi �obs wiih ��°l� of !he �o�s o�c�,pi�� by Fark 1+V�r�h t�sidenks �n� ��°�, c�f t�� jo�s
�ccupfe�d t�y ��ntral �il� r�sE��n�s; ar�d
■�pe�d ����,��� �f the or�going bu�iness �xpen��s wi€C� ��rt Wc�rt� camp�ni�s: �nd
• �p�nd $1 ��,�0(} O� fl�� �I7(��1�14� L��.l$Ir'I�aS G}(�]��1��5 Wlth ��rttlfC�� �QI'� �IVOrI� I�,+1�XIV$E �k��l�]II��S.
1"o re�elv� ar� a�ditional 25��� abat�r���F [�or a t�tal of �0°l�:
+�reate 22 ��o�s witl� �5'�10 ���� posiGor�s� of th� jpb5 o���r�ied by �ort V�lo�[h resi�ie��s �nd �Q°lo
(88 po�ik�or�sj of t�1e ��f�� �c;��plod �� �er�kraa �i#�r re��tf�r�Ls; an�
+�p�nd �������� o� Eh� or�g[�irt� bus��ess ex��;n�es wiEh Fo�'k Wo�##� ��m���ies; and
* �p�n� �,3��,�0� of tF�e on�oi►�r� b��in�s� ��cp�r�ses w�ih ��rtifie� �ork 1N�r11� [tir11W�E �up�[iers.
C��,� of �"or� �i�a���a, �exrr��
����� ��� �a����[ �o����ic�r���
n,��F REFEl4EhJCE i��llTviEif=f� �_s=�t.z �.�n�r_ ��c�� _ —
� 1��7��1 C�7 8852 02�'���1 2 ofi �
�u�����a� ���rv���rv-r �ro �NT�r �����r��� ��rv���►�� rv�, �,����, � r�x ���r���r��-
��������vT v��r�� T��F� ��T� ����o��r��r�
The �r,tobe� �9, 19�6 agr�ement pro�id�d for ��°I4 of t17e job� bei��g occupi�d ��r ��rt W�rih resid�r���
a�d ��°!�, af th� �oL�s ��[ng �c���i�d by �er��r�� �ity �esidee�ts. Ap�r�val �f th� ��t��h��l ��x��nci�en� t�
the �'�rcl� �ata Tax At�a�ement ��r��F�en� wi�l provldc; #or #h� rc:Nrr�ining five y�ars �f the ari�inal
�gr�o�'ne�t term, In a�#di�ian to th� ca�it�l Inve�trr�eni tf7�E rt�s beef� rnade �nd C�e ongoing ��mmetrner�t
ta t�� utlli��#�vn of Fort W�rth an� M1W�� c�rr��ae�i�s, i�r� �ity is gain€n� �n f�crea�ed comrx�iCrn�nt �o
the ern�lnyfn�nt �� �or� 1Nor#Y� and ��r�lral �i�y r�side�ts.
FI��A� 1�l��Rk��1�T'I�f�,I1��F�TIFE�ATI�fV;
Th� Financ� Dir�r�tor ���ifies th�a# no c��c��n�iiture c�f �it�+ �unds Is associat�d with a�prov�l af xh�s
��reern�nk.
M�:k
� 9u�inYltcd fur Ciiy M��n�er"s ��`l�� 1 D
Of�C� Ik�+: � �t4�
�iil�e�ir�a�nt�r bl+ll� ;
O�Ygknuling a��arrnsei�� Head: -- --
ra�,� �,��«s
r� i s� �
f EYnm}
Addliiann� Iufo�tu�Fio�� Cfi�+t�C4:
Ard�r�A 1�i�s�iittgl�}n $U43
I rt(:(:U[,1112T I
C.'.C',I�'l'�;R � �h70C1N"C
C1TY S�C[t�T,tRY
1ti�'�I I�i�~��f�_EJ
�:.�+�-r�� ��������..
f; QU �?7 �UQ1
zy€,9�Iw �:� �r[•{I
C[t� �cre#niy a� lha
i�l1p n! I�crl Wn�r}i,'�+•� � .