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Home My WebLink AboutContract 63629CSCO No. 63629 TRANSPORTATION IMPACT FEE EXTRAORDINARY INVESTMENT DISCOUNT CREDIT AGREEMENT This TRANSPORTATION IMPACT FEE EXTRAORDINARY INVESTMENT DISCOUNT CREDIT AGREEMENT ("Agreement") is made and entered by and between the CITY OF FORT WORTH, ("City"), a Texas home -rule municipal corporation, and Southland Industries of Texas, LLC, a Texas limited liability company authorized to do business in Texas ("Developer"). City and Developer are referred to herein individually as a "Party", and collectively as the "Parties". RECITALS WHEREAS, the City has adopted a Transportation Impact Fee program pursuant to Texas Local Government Code Chapter 395, codified in City Code Chapter 30, Article VIII, as amended, under which transportation impact fees are imposed on new development for impacts to the City's transportation facilities because of said development; and WHEREAS, the Transportation Impact Fee Program grants specific discounts for qualified projects as provided for in City Code Section 30-173(d); and WHEREAS, Developer is developing 4101 N. Beach Street, located on Lots 5 and 6, Block 9 of Mercantile Center Addition approximately 85 acres in Tarrant County, Texas, as shown on Exhibit "A" which is attached hereto and incorporated herein by reference ("Property") within the corporate boundaries of the City; and WHEREAS, the Property is located within service area F and has been assessed transportation impact fees in the amount of $993,585.22, and the amount of $993,585.22 is to be collected by the City in accordance with the City Code, as more specifically set forth in Exhibit "B" which is attached hereto and incorporated herein by reference; and WHEREAS, the Developer has presented a plan ("Development Plan") which is attached hereto and incorporated herein as Exhibit "C"; and WHEREAS, City has determined that the Development Plan qualifies for the Adequate Public Facilities transportation impact fee discount of 50% of the amount of transportation impact fees to be collected; and WHEREAS, City has determined that the Development Plan qualifies for the Extraordinary Investment transportation impact fee discount of 50% of the amount of transportation impact fees to be collected, bringing the amount to be collected by the City to $0.00; NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, the City and the Developer hereby agree as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Merc Logistic 1 & 2 Page 1 of 9 06/23/2025 1. Recitals. The recitals contained in this Agreement are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. Discounts. The Developer has qualified for the Extraordinary Investment discount described below to be applied to the transportation impact fees to be collected provided Developer complies with the following qualifications: (a) Initial Discount. The Development Plan satisfies the following criteria in the City Code to receive an Initial Discount on transportation impact fees: i. $25 million in capital investment, excluding land costs; ii. Creation of 75 new jobs with a projected salary of the new jobs of at least twice the current federal minimum wage, plus benefits. The amount of transportation impact fees due under Schedule 2 shall be reduced by 25% for the development. (b) Additional Discount. For each additional $10,000,000.00 in capital investment or additional 75 qualified new jobs, the impact fee amount due under Schedule 2 will be further reduced by an additional 5% up to a maximum total reduction of 25 %. (c) The Developer shall maintain the minimum number of jobs created under subsections (a) and (b), respectively, for a period of ten years from the date the building permit is issued or the date the Developer qualifies for the discount, whichever is later, so long as the qualification is achieved within four years from the date the building permit is issued. For any additional Extraordinary Investment Discount, an amendment to this agreement shall be executed and recorded by the city secretary thereby establishing the dates for compliance 3. Amendment. This Agreement shall not be modified or amended except as follows: (a) Any amendment or modification to this Agreement or any Exhibit hereto shall be in writing and signed by the Parties. 1.01 Any revision, amendment, or modification to this Agreement or any Exhibit or schedule thereto, shall become effective on the date executed by the Parties or, as applicable, upon the date of approval by the City Council or designated city official. 4. Reports. (a) Initial Report. The Developer shall provide within four years from the issuance of a building permit an initial report to the Development Services Department establishing the date on which the Developer has complied with the terms listed above. The initial report will establish the ten-year period for maintenance of the new jobs created. (b) Quarterly Reports. Thereafter until the end of the Term, Developer must provide the Economic Development Department, or designee, with a calendar -year, quarterly report in a form reasonably acceptable to the City that specifically outlines the Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Mere Logistic 1 & 2 Page 2 of 9 06/23/2025 then -current, and cumulative, capital investment from the prior quarterly report in the Property. (c) Annual Emplovment and Salary Report. On or before March 31, 2026 and March 31 of each year thereafter, in order for the City to assess the degree to which the job creation commitment is met, or is continued to be met, as well as to verify the average annual salary of the job creation commitment at the Property, Developer must provide the Economic Development Department with a report in a form reasonably acceptable to the City that sets forth the total number of individuals who held jobs at the development, as well as the salary of each of the jobs, all as of December 31 (or such other date requested by Developer and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. Reports shall be redacted to remove confidential employee information. (d) Additional Information. Developer agrees to provide any additional information that the Development Services Department or the Economic Development Department may reasonably require to ascertain the Developer's compliance with this Agreement. (e) Inspections of Property. At any time during Developer's normal business hours throughout the Term and following reasonable notice to Developer, the City will have the right to inspect and evaluate the development and any improvements thereon, and Developer must provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Developer will cooperate fully with the City during any such inspection and evaluation. (f) Audits. The City will have the right throughout the Term to audit the financial and business records of Developer or any Affiliate that relate to capital investment, job creation and related salary information, as well as any other documents necessary to evaluate Developer's compliance with this Agreement or with the commitments set forth in this Agreement (collectively "Records"). Developer must make all Records available to the City at the Property or at another location in the City with reasonable advance notice that is acceptable to both parties. Developer will otherwise cooperate fully with the City during any audit, assuming that reasonable advance notice acceptable to both parties has been provided. This section will survive the expiration or early termination of this Agreement. 5. Clawback. Failure to comply with the requirements for creating or maintaining the discount will result in a penalty to be paid by the Developer to the City equal to 10% of the discounted fees per annum for each year that the number of jobs is not maintained. If after the four-year period to achieve the goals, Developer fails to expend the minimum amount in capital investment or maintain the job creation commitment pursuant to the benefits received under this Agreement, Developer will be responsible for returning, by payment to the City no later than ninety (90) days following written notice from the City, an amount as calculated in Section 2 (the "Clawback"). In the event of a failure by Developer to make payment to the City for the Clawback, City reserves the right to pursue collection of the amount due by any means allowable under the law. Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Mere Logistic 1 & 2 Page 3 of 9 06/23/2025 6. The City may terminate this agreement if it determines the performance required to achieve and maintaining the discount is no longer being met. The Clawback provision shall survive a termination of this Agreement. Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Mere Logistic 1 & 2 Page 4 of 9 06/23/2025 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be effective as of the date subscribed by the City's Assistant City Manager. CITY OF FORT WORTH, TEXAS cv�� Jesica McEachern Assistant City Manager Date: 07/08/2025 Recommended By: ;� Dalton Harrell (.Jun 26, 2025 10:41 CDT) D.J. Harrell Director, Development Services Recommended By: Kevin Gunn Interim Director, Economic Development Approved as to Form and Legality: Douglas Black (Jul 8, 2025 13:27 CDT) Douglas Black Assistant City Attorney M : None required Form 1295: None required 4 oouann� 0�� fOgr h°A-10 ATTEST: ° �a ((� Oaa�1%Xog44o Jannette Goodall City Secretary OWNER Southland Industries of Texas, LLC a Texas limited liability company Tony Wang Chief Financial Officer City Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Rebecca Owen (Jun 23, 202512:14 CDT) Rebecca Owen Sr. Capital Projects Officer, Development Services Department OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Merc Logistic 1 & 2 Page 5 of 9 06/23/2025 EXHIBIT LIST "A" M p of Property "B" Assessment/Collection Worksheet "C" Development Plan Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Merc Logistic 1 & 2 Page 6 of 9 06/23/2025 EXHIBIT A Map of Property Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Merc Logistic 1 & 2 Page 7 of 9 06/23/2025 EXHIBIT B Assessment/Collection Worksheet Transportation Impact Fee Extraordinary Investment Discount Credit Agreement Merc Logistic 1 & 2 Page 8 of 9 DSC-25-003 06/23/2025 DSD & EDS Extraordinary Investment Discount - Project Details Worksheet Project name Merc Logistic 1 & 2 Applicant Information The Brandt Companies - A Southland Industries Company Company Contact Name Chad Salge Title Vice President Address 1728 Briercroft Court City, State ZIP Carrollton, TX 75006 Phone 830-708-5999 Email Chad. Salge a@brandt.us Project Site Details FORTWORTH. Date 2/20/2025 Consultant Information Company See project partner list on page 3 Contact Name Title Address City, State ZIP Phone Email 4101 N. Beach St, FTW, 76137 3701 Gourley Dr, FTW, 76137 Site Lots 5 and 6, Block 9 Mercantile Address Center Addition. Site Acreage 85.OAC Existing Shell Buildings Existing or Bldg 1 - 391,228 sf Historic New Bldg 2 - 459,805 sf Designation(s) n/a Current Land Improvements Valuation $24,000,000 Valuation $105,145,345 Project Assembly of Pre -Manufactured If Other, Type Parts; Sheet Metal Shop; Describe: Est. Est. Start Completion Date 1/6/2025 Date 12/31/2025 Anticipated Southland has purchased the Term of Lease Ownership property and the buildings (Years) n/a Current Requested Zoning K Zoning n/a Variances Describe Have submitted application Required Unknown Variances: for replating to campus site Page 1 of 7 DSD & EDS Extraordinary Investment Discount - Project Details Worksheet Project Description FORTWORTH. [Please provide a general summary of the project proposed for consideration of incentives. Attach additional sheets as necessary.] Southland will finish out both buildings (collectively approximately 850,000 square feet) to provide infrastructure for fabrication shops (Sheetmetal, Electrical, & Plumbing and Piping) in Building 1 (north building) and infrastructure for assembly of Mechanical, Electrical, Piping and Plumbing (MEP) modules in Building 2. Site work is required for both buildings to operate as one site. A perimeter fence will be installed around the site that is currently under pavement. Additionally, concrete ramps, overhead door enlargements, and bridge cranes will be required in both buildings. Building 1 — will have approximately 22,000 sq ft of office space finishout, fully integrated security and camera system, fabrication equipment, overhead cranes, will be purchased and installed. Building 2 — will have approximately 20,000 sq ft. of office space with an additional 4,000 sq ft. breakroom and restroom areas, fully integrated security and camera system, as well as assembly equipment and overhead cranes which will be purchased and installed. Describe the Company's Principal Business [Please provide a general description of the company's current and proposed operations, markets served, etc.] r!�- As an MEP building systems expert, The Brandt Companies LLC and Southland Industries provide integrated, full lifecycle solutions that optimize the design, construction, operation, and efficiency of buildings. Southland operates across the United States in all vertical markets other than residential (single family, multi -family and condos). The Brandt Companies operates all over the state of Texas as well as Oklahoma and Louisiana. Page 2of7 DSD & EDS Extraordinary Investment Discount - Project Details Worksheet Capital Improvement & Investment Details Hard Construction Total Construction Costs approx. $35,000,000 Costs FORT WDRTH@ $25,000,000 Historic Tax New Personal Property $10,000,000 Credits None Annual R&D Expenses None Annual Patents N/A Value of Value of Inventory $783,000 —3-year ave. Supplies Fluctuates based on demand Est. Value of Est. Value of Imports Not applicable Exports Not applicable Real Estate Development Describe the Development Team: [Describe the Developer's experience and background. Please include similar projects that you have constructed including the project type, square footage, and location. Attach additional sheets as necessary] Founded in 1949, Southland is an MEP building systems expert offering full lifecycle solutions, from design through building maintenance. We've grown from a local heating & cooling company to a national MEP leader. As a leader in MEP building systems, we provide integrated, full lifecycle solutions that optimize the design, construction, operation and efficiency of buildings. Southland Industries is a $313 MEP Contractor and The Brandt Companies will be hiring a General Contractor as well as additional contractors to finish out this state-of-the-art site. Project Partners: [Architect, Engineer, General Contractor, Key Consultants, Lender, etc.] Architect — Modus Architecture 4040 N Central Expressway, Suite 720 Dallas TX Civil Engineering - Westwood 9800 Hillwood Parkway Suite 250, Ft Worth TX 76177 Page 3 of 7 DSD & EDS Extraordinary Investment FORT WORTH, Discount - Project Details Worksheet Structural Engineer —Jason Hart Engineering PLLC 15305 Dallas Parkway 12t" Floor Addison TX MEP Engineer — The Brandt Companies LLC 1728 Briercroft Court Carrollton TX General Contractor — Gliden Industries 780 N Watters Rd Suite 110 Allen TX Site Plan, Illustrations, and Other Documents Attach: 1) Site Plan, 2) Illustrations or Renderings, 3) Environmental Documents, 4) Survey, 5) Legal Description Project Financial Statements: Attach documents outlining project Sources & Uses* - cash, Capital Stack* N/A, and Pro Forma* (do we want to include this?), if available. For Transportation Impact Fee consideration, (Need this) please also include a breakdown of your public infrastructure costs estimates. *These documents will not be released to the public. All finish out will be paid in cash. No financing on the site. With approximately $750 million in backlog at this location alone, the viability of this location within our business is and will be extremely strong for many years to come. This facility is a central hub for fabrication and modular components for the overall $3 billion Southland operation. There will not be any additional public infrastructure costs on this property. Additional documentation available upon request. Page 4 of 7 DSD & EDS Extraordinary Investment Discount - Project Details Worksheet Employment and Job Creation Current Avg. Wage Employment 10 (of Current) New Employees Avg. Wage (FTEs) 385 (of New) FORT WORTH, Description of Existing Positions and New Positions to be Added and Hiring Schedule: $51/hr $37/hr Please utilize the following page, titled: Employment Information, to outline the number and average annual salaries of existing, as well as new employees, by job category (executive, professional, etc.), as well as hiring schedule for new positions (i.e. how many new employees at Project Completion, Year 1, Year 3, and so forth.) Certification 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 current Transportation Impact Fee Policy and all other pertinent City of Fort Worth policies and I agree with the guidelines and criteria stated therein. Signature 1 Chad Salge Printed Name 03.07.2025 Date Vice President, The Brandt Companies LLC - a Southland Industries Company Title, Company Page 5 of 7 DSD & EDS Extraordinary Investment FORTWORTH. Discount - Project Details Worksheet Employment Information # of # of New Function Current Annual Sala Salary Payroll Total roll FTE's end of Salary Yron Annual Sala Total Pa # of New Annual Salary Total Payroll # New Annual Salary FTE's yearthree FTE's Yr 1 FTE's Yr 3 Total 17 $ 1,607,840 $ 1,822,080 402 $ 3,215,680 $ 29,783,520 197 $ 1,607,840 $ 15,389,920 188 $1,607,840 Apprentice 2 $ 66,560 $ 133,120 150 $ 133,120 $ 9,850,880 73 $ 66,560 $ 4,858,880 75 $66,560 Journeyman 2 $ 74,880 $ 149,760 150 $ 149,760 $ 11,082,240 73 $ 74,880 $ 5,466,240 75 $74,880 Foreman 2 $ 93,600 $ 187,200 30 $ 187,200 $ 2,620,800 13 $ 93,600 $ 1,216,800 15 I $93,600 Superintendent 1 $ 104,000 $ 104,000 13 $ 208,000 $ 1,248,000 6 I $ 104,000 $ 624,000 6 1 $104,000 General Superintendent 2 $ 114,400 $ 228,800 9 $ 228,800 $ 800,800 3 $ 114,400 5 343,200 4 $114,400 Shop Manager 1 $ 114,400 $ 114,400 2 1 $ 228,800 $ 114,400 1 $ 114,400 $ 114,400 0 $114,400 Estimating Personnel 0 5 93,600 $ 5 $ 187,200 $ 468,000 4 $ 93,600 $ 374,400 1 $93,600 Engineering Personnel 0 $ 104,000 $ - 7 $ 208,000 $ 728,000 5 1 $ 104,000 $ 520,000 2 $104,000 Project Manager 2 $ 124,800 $ 249,600 7 1 $ 249,600 $ 624,000 3 $ 124,800 $ 374,400 2 $124,800 VDC Personnel 0 $ 93,600 $ 5 $ 187,200 $ 468,000 3 $ 93,600 $ 280,800 2 $93,600 Executive Personnel 3 $ 156,000 5 468,000 3 $ 312,0001 $ -I 0 $ 156,000 $ - 0 $156,000 Safety Personnel 0 I $ 93,600 $ 3 $ 187,200 $ 280,800 3 1 $ 93,600 $ 280,800 0 $93,600 Logistics Personnel 1 $ 93,600 $ 93,600 5 $ 187,200 $ 374,400 2 1 $ 93,600 $ 187,200 2 1 $93,600 Procurement Personnel 0 $ 93,600 $ - 5 $ 187,200 $ 468,000 3 $ 93,600 $ 280,800 2 $93,600 1 Office Personnel 0 $ 93,600 $ - 5 $ 187,200 $ 468,000 4 $ 93,600 $ 374,400 1 $93,600 Accounting Personnel 1 $ 93,600 $ 93,600 3 $ 187,2001 5 187,2001 1 I $ 93,600 $ 93,6001 1 I $93,6001 • Number is based on business demands and may fluctuate up or down Page 6 of 7 Total Payroll $14,393,600I $4,992,000 $5,616,000 $1,404,000 $624,000 $457,600 $0 $93,600 $208,000 $249,600 $187,200 $0 $0 $187,200I $187,200 $93,600 $93,600 DSD & EDS Extraordinary Investment Discount - Project Details Worksheet FORT WORTH, Notes: 1. Instructions - Please complete the above table using the most up-to-date values available or anticipated for the project. 2. Function - Primary employment categories for proposed new jobs to be added through the project. 3. FTE's - A Full Time Equivalent position is defined as a job provided to one (1) individual for at least forty (40) hours per week. If future hiring is to occur over multiple phases, please attach hiring schedule indicating total FTE's by year. 4. Hourly Rate - The applicable dollar rate per hour worked which comprises the Annual Salary for each position group indicated. 5. Annual Salary - A cash payment or remuneration made to a full-time employee, including paid time off, commissions, and non - discretionary bonuses. A Salary does not include any benefits, such as health insurance or retirement contributions by the employer, reimbursements for employee expenses, or any discretionary bonuses. 6. Total Payroll - The total combined value of all Annual Salaries earned by each position group indicated. Page 7 of 7 FORT WORTH® THIS WORKSHEET IS FOR ESTIMATION PURPOSES ONLY ACTUAL FEES WILL BE DETERMINED AT THE TIME OF BUILDING PERMIT Development Name: The Brandt Companies, LLC Applicant: The Brandt Companies, LLC. Legal Description (Lot, Block): 4101 N BEACH ST Case Number: P024-03722 Date: 6/3/2025 Transportation Impact Fee Estimator Worksheet City of Fort Worth, Texas httos://www.fortworthtexas.eov/i m oact-fees/transoortation/fee-information Publish Date: 2-28-2025 Version 12 Date of Final Plat Approval: 5/28/2025 Study Year: 2022 Date of Building Permit Application Acceptance: 5/28/2025 Service Area (select from list): F Notes: (1) Enter dates in XX/XX/XXXX format (2) Impact fees are not collected within the nine (9) no fee"service areas (H, 1, J, K, L, P, Q, R and M and for qualified Neighborhood Empowerment Zone (NEZ) projects Land Use Selection Note: The land use categories are based on the descriptions contained within the ITE Trip Generation Manual. Questions regarding the appropriate category for a particular use may be directed to Development Services Department staff. NON-RESIDENTIAL ONLY Schedule 1: Maximum Assessable Impact Fee Schedule 2: Collection Amount Intensity Vehicle -Miles Total Rate Per Rate Per Dev. Percentage of Rate per Dev. Total Collected Impact Fee Land Use Dev. Unit (# of Dev. Units) per Dev. Unit Vehicle -Miles 1 Vehicle -Mile Unit Maximum Unit * Ill [2] [3] = [1] * [2] [4] [5] = [2] * [4] [6] = [1]* [5] [7] [8] = [7] * [5] 191=181 [11 Manufacturing (Sq. Ft.) 1,000 SF GFA I 459.54 3.71 1,704.89 $743.00 $2,756.53 $1,266,735.80 100% $2,756.53 $1,266,735.80 High -Cube Fulfillment Center Warehouse (Non- 1,000 SF GFA-459.54 0.80-367.63 $743.00 $594.40-$273,150.58 100% $594.40-$273,150.58 Sort) Note: Final Plat Approval and Building Permit Application Acceptance must be entered priorto selecting land Sub -Total $993,585.22 $993,585.22 use. Once a land use is selected, user must delete cell to select another land use. RESIDENTIAL ONLY Intensity Vehicle -Miles Total Land Use Dev. Unit (# of Dev. Units) per Dev. Unit Vehicle -Miles Ill 1 [2] [3] = [1 ] * [2] Note: Final Plat Approval and Building Permit Application Acceptance must be entered prior to selecting land use. Once a land use is selected, user must delete cell to select another land use. Schedule 1: Maximum Assessable Impact Fee Rate Per Rate Per Dev. Total Vehicle -Mile Unit [4] [5] = [2] * [4] [61 = [51* [1 ] Sub -Total $0.00 MAXIMUM ASSESSABLE TRANSPORTATION IMPACT FEE: $993,585.22 Schedule 2: Collection Amount Percentage of Rate per Dev. Collected Impact Fee Maximum Unit [7] [[9] _ [8] * [1] 81 = [71 * [51 $0.00 TOTAL POTENTIAL TRANSPORTATION IMPACT FEE COLLECTION AMOUNT:1 $993,585.221 If a transportation impact fee is still due following the calculation of credits, a development may qualify for any of Adequate Public Facilities Discount: 50 the four (4) available transportation impact fee discounts (as defined by Section 1-14D of the ordinance). Mixed- use/ Multi -Modal Development Discount: Discounts are cumulative, so that a development that qualifies for the maximum discount under each provision Extraordinary Investment Discount: 50 may reduce impact fees otherwise due up to 100%. Small Business Discount: Total Transportation Impact Fee Discounts (Max 100%): 100 TOTAL POTENTIAL TRANSPORTATION IMPACT FEE AFTER DISCOUNTS: $ 993,585.22 Credit Agreement Number: Transportation Impact Fee Credits (for construction, contribution, or dedication towards the Master Thoroughfare Plan): TOTAL TRANSPORTATION IMPACT FEE COLLECTION AMOUNT AFTER CREDITS AND DISCOUNTS: $0.001 EXHIBIT C Development Plan Transportation Impact Fee Extraordinary Investment Discount Credit Agreement DSC-25-003 Merc Logistic 1 & 2 Page 8 of 8 06/23/2025