05-01-18-Resolution-Economic Development Incentive Agreement with RL Carriers and Roberts Family Companies-05/07/2018RESOLUTION NO.05-01-18
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WHEREAS, R&L Carriers, Inc. to include the Roberts Family of Companies as described in
Exhibit C (hereinafter, "Company") desires to construct and operate a trucking terminal complex within
the City of Sanger (hereinafter, City); and,
WHEREAS, Company has requested an Economic Development Incentive to defray a portion
of the costs to be incurred as a consequence of developing the premises and locating within the City;
and
WHEREAS, the City Council has been presented a proposed Agreement, which is attached
hereto as Exhibit A, between the City of Sanger, Texas and Company establishing a program of grants
in amounts equal to a percentage of real property taxes paid on Property described by metes and bounds
in the attached property descriptions marked Exhibit B, attached hereto and made part of this
Agreement, for a maximum period of seven years for 50% of the City of Sanger real property taxes
assessed and paid upon value of Improvements on premises; the construction of site improvements
which include the extension of water and sewer lines to the site as described in the Agreement, and
waiver of a certain percentage of permit and impact fees in order to promote local economic
development and stimulate business and commercial activity within the City of Sanger, Texas, and;
WHEREAS, upon full review and consideration of the Agreement, and all matters attendant
and related thereto, the City Council is of the opinion that the terms and conditions thereof should be
approved, and that the Mayor shall be authorized to execute it on behalf of the City of Sanger;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SANGER,
TEXAS:
Section 1
That the terms and conditions of the attached Agreement and exhibits having been reviewed by
the City Council of the City of Sanger, Texas and found to be acceptable and in the best interests of the
City of Sanger and its citizens, are hereby in all things approved.
Resolution No. 05-08-01
Section 2
Page 2
That the Mayor is hereby authorized to execute the attached Agreement and all other documents
in connection therewith on behalf of the City of Sanger, substantially according to the terms and
conditions set forth in the Agreement and this Resolution.
Section 3
That this resolution shall take effect upon passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS,
ON MAY 7, 2018.
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ATTEST:
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Cheryl F ce, City Secretary
PROVED AS TO FORM:
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Robert L. Dillard II&Cityttolmevy
City of Sanger, Texas
Thomas E. Muir, Mayor
This Economic Development Incentive Agreement ("Agreement") is made by and between the City of
Sanger, Texas (the "City") and R&L Carriers, Inc. to include the Roberts Family of Companies as
described in Exhibit C (the "Company"), each acting by and through its respective officers and
representatives.
WITNESSETH:
WHEREAS, Company is engaged in the transportation industry and intends to construct and
operate a trucking terminal complex located on an approximately eighty-one (81) acres site of land in
the City (the "Property"), as generally depicted in Exhibit B attached hereto;
WHEREAS, the City is authorized by Texas Local Government Code § 380.001 et seq to
provide economic development grants to promote local economic development and to stimulate
business and commercial activity in the City; and
WHEREAS, the City Council of the City of Sanger finds that it is in the best interest of the City
to make grants to the Company as an economic development incentive to use for developing the
Property and constructing a transportation hub as described herein;
NOW THEREFORE, in consideration of the foregoing and the premises hereof, mutual
covenants and agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City and Company, intending to be legally bound
hereby, covenant and agree as follows:
Article I Defmitions
For the purposes of this Agreement, each of the following terms shall have the meaning set forth herein
unless the context clearly indicates otherwise:
Article H Term
The term of this Agreement shall begin on the Effective Date and continue until December 31, 2027
(the "Term"), unless sooner terminated as provided herein.
"Base Year Value" shall mean the assessed value of the Taxable Property, as defined below, on the
Property effective January 1, 2017.
"Effective Date" shall mean the date on which all the parties hereto have executed this Agreement.
"Event of Force Majeure" shall mean any contingency or cause beyond the reasonable control of a party
including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection,
government or de facto governmental action (unless caused by the intentionally wrongful acts or
omissions of the party), fires, explosions or floods, strikes, slowdowns or work stoppages any of which
event(s) directly and significantly impact the Company's operations in the City. An economic downturn
shall not constitute an Event of Force Majeure.
"Property" shall include the land and improvements on the land as defined by the Texas Property Tax
Code.
"Taxable Property" shall include the real property and improvements subject to City of Sanger taxes for
the Term of this Agreement.
"Taxable Value" shall be the same as the assessed value of the Taxable Property as determined annually
by the Denton Central Appraisal District, subject to the appeal procedures set forth in the V.T.C.A. Tax
Code. Any change in the Taxable Value after appeal will require recalculation and adjustment of the
appropriate amount of the grant from the City under this Agreement. If the City has issued the grant to
the Company based on a greater value before appeal, refund of any overpayment by the Company to
the City of such difference shall be remitted to the City within 60 days after final determination of the
appeal.
Article III Obligations of Company
In consideration for the grant of public funds as set forth in Article IV below, the Company agrees to
perform the following:
3.1 Occupancy and Operation.
Company shall, during the Tern of this Agreement, construct, occupy, and operate an approximately
120,000 square foot trucking terminal complex. A building permit must be obtained by December 2018
and a Certificate of Occupancy must be issued by the City within twenty-four (24) months after a
building permit is issued. Failure to meet these deadlines will terminate this Agreement.
3.2 Performance
Company agrees and covenants that it will diligently and faithfully, in a good and workmanlike manner,
make improvements to the Property, including, but not limited to, the construction and operation of the
trucking terminal complex, in accordance with all applicable state and local laws and regulations.
3.3 Improvements
Company shall, during the Term of this Agreement, make real and personal property improvements in
and on the Property at a cost to Owner of approximately $14,000,000, and will continuously during the
Term own, operate, occupy and maintain the Property and all Taxable Property in furtherance of the
services incident to the trucking terminal complex.
Article IV Economic Development Grant
4.1 Grants
(A) City agrees to provide the Company economic development grants in an amount equal to 50%
of the annual City ad valorem tax on the Property and Improvements, assessed to and paid by Company,
such amount being calculated on the Taxable Value for that Grant Year, less the Base Year Value, times
the City's tax rate for that Grant Year, for seven (7) Grant Years, or the Termination of this Agreement,
whichever is sooner. The Grant Years shall commence in the year in which the Taxable Value is
assessed on the Property after the Certificate of Occupancy is issued and will continue during the Term
of this Agreement if the Company meets each of the obligations set forth in this Agreement and
complies with the certification schedule and requirements set out in Section 4.3 below.
(B) The City shall, at its sole cost and expense and in accordance with all applicable City standards,
furnish, install and complete improvements that benefit the Property as follows:
(1) Extend water and sewer lines to the Property, more specifically to the area immediately
north of View Road and the Interstate 35 north bound service road (Exhibit D);
(C) The City shall waive fifty percent (50%) of all permitting and inspection fees charged by the City
for the construction of the improvements.
(D) The City shall waive one hundred percent (100%) of water and wastewater impact fees and fifty
percent (50 %) of roadway impact fees.
4.2 Grant Payment Requirements and Schedule.
(A) Subject to compliance with Article III above, Company may request grant funds in accordance
with the terms of section 4.1.
(B) City shall remit the grant funds under this Article IV to the Company within sixty (60) days of
the receipt by the City of documentary evidence of the Company's annual property tax payment from
Denton County or other taxing entity collecting ad valorem taxes for the City.
4.3 Annual Certification.
Beginning January 1, 2018, the Company must submit an annual certification on the form attached
hereto as Exhibit "E" and must submit the form not later than December 1 of each year for the duration
of this Agreement certifying compliance with the obligations set out in Article VI below.
A FAILURE TO FILE THE ANNUAL CERTIFICATION BY THE DECEMBER 1
DEADLINE SHALL BE AN EVENT OF DEFAULT AND, IF NOT CURED AS SET FORTH
IN SECTION 5.3(B) BELOW, SHALL RESULT IN THE COMPANY'S FORFEITURE OF
ANY UNPAID FUNDS AND INVOKE THE CITY'S RIGHT TO TERMINATE, AS SET OUT
BELOW.
Article V Default; Termination
5.1 Events of Termination.
This Agreement terminates upon any one or more of the following:
(1) By expiration of the Term and where no defaults have occurred; or
(2) If a party defaults or breaches any of the terms or condition of this Agreement and such
default or breach is not cured within thirty (30) days (the "Cure Period") after written notice
thereof by the non -defaulting party unless a longer period is provided. Any default under this
provision and right to recover any claims, refunds, damages and/or expenses shall survive the
termination of the Agreement.
The City Manager is authorized on behalf of the City to send notice of default and to terminate this
Agreement for any default that is not cured within the Cure Period.
5.2 Effect of Termination/Survival of Obligations.
The rights, responsibilities and liabilities of the parties under this Agreement shall be extinguished upon
the applicable effective date of termination of this Agreement, except for any obligations or default(s)
that existed prior to such termination or as otherwise provided herein and those liabilities and obligations
shall survive the termination of this Agreement, including the refund provision, maintenance of records,
and access thereto.
5.3 Refund/Default.
(A) Except in the case of an Event of Force Majeure, if the Company fails to occupy the Property at
any time during the Teen of the Agreement, Company shall refund to the City an amount equal to the
total grant money paid to the Company by the City pursuant to Section 4.1 (A), (C) and (D) above. A
failure to make the refund payment promptly upon notification of such refund becoming due shall
constitute an event of default.
(B) If the Company defaults under any provision of this Agreement and fails to remedy, such default
within thirty (30) days of the date of written notice of such default, the City will not make a grant to
Company under Article IV, for the calendar year during which the default occurred or any years
thereafter, but there shall be no recapture of grants that were issued to Company in prior years.
5.4 Cross Default.
If the trucking terminal is now or hereafter owned by a separate person or entities, any of the events of
default described in this Article will be applied individually and independently to each such person or
entity, as applicable, and will not be a "cross default" of the separate, unrelated person or entity, which
would otherwise qualify as an assigned under Article VI of this Agreement.
Article VI Assignment
This Agreement may not be assigned without the express written consent of the non -assigning
party, except that the Company may assign this Agreement without obtaining the City's consent (a) to
one of its wholly owned or controlled affiliates, or (b) to any person or entity that directly or indirectly
acquires, through merger, sale of stock, purchase or otherwise, all or more than ninety percent (90%) of
the assets of the Company as long as the Company gives sixty (60) days prior written notice to the City
and the assignee executes an agreement with the City to be bound to all the terms and conditions of this
Agreement and be responsible for any defaults) that occurred prior to or after the assignment.
For any assignment not covered by (a) or (b) in the preceding paragraph, the Company must
obtain the prior approval of the City through its City Manager, which will not be unreasonably withheld
or delayed, and the assignee must agree to be bound to all the terms and conditions of this Agreement
and to accept all liability for any default that occurred prior to and/or after the assignment.
Any assignment agreement must be furnished in a form acceptable to the City and be provided
at least (60) days prior to the effective assignment date. City agrees to notify the potential assignee of
any known default, but such notification shall not excuse defaults that are not yet know to the City.
Article V11 Miscellaneous
7.1 No Joint Venture.
It is acknowledged and agreed by the parties that the terms of this Agreement are not intended to and
shall not be deemed to create a partnership or joint venture amount the parties. Neither party shall have
any authority to act on behalf of the other party under any circumstances by virtue of this Agreement.
7.2 Authorization.
Each party represents that it has full capacity and authority to grant all rights and assume all obligations
that are granted and assumed under this Agreement.
7.3 Notice.
Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days
thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed
to the party at the address set forth below (or such other address as such party may subsequently
designate in writing) or on the day received if sent by courier or otherwise hand delivered.
If intended for the City:
City of Sanger
Attention: City Manager
P.O. Box 1729
Sanger, Texas 76266
With a Copy to:
R&L Carriers, Inc.
Attn: Corporate Legal Department
7290 College Plcwy, Suite 400
Fort Myers, FL 33907
R&L Carriers, Inc.
Attn: Corporate Legal Department
600 Gillam Road
Wilmington, OH 45177
7.4 Entire Agreement. This Agreement is the entire agreement between the patties with respect
to the subject matter covered in this Agreement. There is no other collateral oral or written agreement
between the parties that in any manner relates to the subject matter of this Agreement.
7.5 Governing Law. This Agreement shall be governed and construed in accordance with the laws
of the State of Texas, without giving effect to any conflicts of law rule or principle that might result in
the application of the laws of another jurisdiction. Venue for any action concerning this Agreement, the
transactions contemplated hereby or the liabilities or obligations imposed hereunder shall be in the State
District Court of Denton County Texas.
7.6 Amendment, This Agreement may only be amended by the mutual written agreement of the
parties.
7.7 Severability. In the event any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect other provisions, and it is the intention of the parties to this
Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable and is as
similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
7.8 Recitals. The recitals to this Agreement are incorporated herein.
7.9 Authorized to Bind. The persons who execute their signatures to this Agreement and any
certifications related to this Agreement represent and agree that they are authorized to sign and bind
their respective parties to all the terms and condition contained herein.
7.10 Compliance. Under Chapter 2264 of the Texas Government Code, Company has submitted
the required certification that the business, or a branch, division, or department of the business, does not
and will not knowingly employ an undocumented worker. An undocumented worked means an
individual who, at the time of employment, is not lawfully admitted for permanent residence to the
United States or authorized under the law to be employed in that manner in the United States. If after
receiving this public subsidy/grant from the City, the Company, or a branch, division, or department of
the business, is convicted of a willful violation under 8 U.S.C. Section 1324a (f), the Company shall
repay the amount of the grant from the City with interest at a rate of 5% according to the terms provided
by this Agreement under Section 2264.053, but not later than the 12Wh day after the date the public
agency state or local taxing jurisdiction, or economic development corporation notifies the Company of
the violation. City may exercise all rights to enforce this recovery as allowed by Subchapter C of
Chapter 2264 or any other laws.
7.12 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts
shall be deemed an original instrument, but all the counterparts shall constitute one and the same
instrument.
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EXECUTED the day of fir`
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ATTEST: .��'�r " t '�b'�';% CITY OF SANGER TEXAS
hery c , City Secretary - / Iiomas E. Muir, Mayor
ROVED S FO
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Robert L. Dillard III, City Attorney
COMPANY: R&L Carriers, Inc.
By:
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Title:
STATE OF :
COUNTY OF
BEFORE ME,, the undersigned authority, on this day personally appeared
f T-. " of R 4 L, ,,jC , 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 considerations therein expressed, in the capacity therein stated and as the
act and deed of said Corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this a9 TH day of
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SEAL
(con 398 01 bo
LEANNE JEPSON
MY COMMISSION #FF169856
EXPIRES October 20, 2018
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Exhibit C
Roberts Family Group of Companies
® R&L Carriers, Inc. (Lead Company)
® Greenwood Motor Lines, Inc.
® Gator Freightways, Inc.
® R&L Transfer, Inc.
® R&L Carriers Shared Services, L.L.C.
® R&L Carriers Payroll, L.L.C.
® Strategic Management, L.L.C.
® Generation III, L.L.C.
® R.L.R Investments, L.L.C.
® Paramount Transportation Logistics Services, L.L.C.
® AFC Worldwide Express, Inc.
® AFC Worldwide Holdings, Inc.
® R+L Paramount Transportation Systems, Inc.
® RAMAR Land Corporation.
® R+L Truckload Services, L.L.C.
® American Transportation Services, L.L.C.
o ABCO Transportation, Inc.
o Paramount Freight Systems, L.L.C.
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ANNUAL CERTIFICATE OF COMPLIANCE
Please select one of the options below before signing and returning the certification:
a. I hereby certify that follows each applicable term
as set forth in the Agreement and has received grant payments in accordance with the terms and
conditions set out forth in Articles IV and V.
b. I hereby certify that is not in compliance with
each applicable term as set forth in the Agreement and has received grant payments.
ATTEST:
COMPANY
By: _
Name:
Title:
Date:
NOTE: This form is due by December. 1 of each year as set forth in the Agreement, and if this
Agreement is in effect.
This Certificate of Compliance should be mailed to:
City of Sanger
Economic Development Department
P.O. Box 1729
Sanger, Texas 76266